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

THINKING GREEN 170 S. Green Valley Parkway, Suite 300 Henderson, Nevada 89012 702 202-0068

$25,000,000 MAXIMUM OFFERING AMOUNT (12,500,000 SHARES OF COMMON STOCK)

This is the initial public offering (the “Offering”) of securities of Thinking Green (the “Company,” “we” or “our”), a Nevada corporation. We are offering a maximum of 12,500,000 shares (the “Maximum Offering”) of our Common stock, par value $0.001 (the “Common Stock”) at an offering price of $2.00 per share (the “Offered Shares” or “Shares”). This Offering is being conducted on a “best efforts” basis without any minimum offering amount pursuant to Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings. See “Securities Being Offered” of this Offering Circular for more information. This Offering will terminate upon the earlier of (1) the date on which the Maximum Offering is sold, (2) the date on which is one year from the date this Offering begins, or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may undertake one or more closings on a rolling basis upon receipt and acceptance of subscriptions. See “Plan of Distribution” of this Offering Circular for more information. Until we complete a closing, the proceeds for the Offering will be kept in an escrow account. At a closing, the proceeds will be distributed to the Company and the associated Offered Shares will be issued to the investors in such Offered Shares. If there are no closings or if funds remain in the escrow account upon termination of this Offering without any corresponding closing, the investments for this Offering will be promptly returned to investors, without deduction and generally without interest. Prime Trust, LLC will serve as the escrow agent and will retain interest accrued from funds deposited in the escrow account as partial compensation for serving as escrow agent. The minimum purchase requirement per investor is 250 Offered Shares ($500); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

We expect to commence the sale of the Offered Shares as of the date on which the offering statement of which this Offering Circular is a part (the “Offering Statement”) is qualified by the United States Securities and Exchange Commission (the “SEC”). Prior to this Offering, there has been no public market for our Common Stock.

Investing in our Common Stock involves a high degree of risk, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 3 of this Offering Circular for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

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

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

The date of this Offering Circular is April 10, 2018.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements.

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

ADDITIONAL CAUTIONARY NOTES

THERE IS, AT THIS TIME, NO PUBLIC MARKET FOR THE SECURITIES. THE OFFERING PRICE MAY NOT REFLECT THE MARKET PRICE OF OUR SHARES AFTER THE OFFERING. THE COMPANY DOES NOT INTEND TO SEEK A PUBLIC LISTING FOR OUR SHARES. MOREOVER, OUR COMMON STOCK IS NOT LISTED FOR TRADING ON ANY EXCHANGE OR AUTOMATED QUOTATION SYSTEM. THE COMPANY PRESENTLY DOES NOT INTEND TO SEEK SUCH LISTING FOR ITS COMMON STOCK, BUT SHOULD IT HEREINAFTER ELECT TO DO SO, THERE CAN BE NO ASSURANCES THAT SUCH LISTING WILL EVER MATERIALIZE.

THE COMPANY HAS MADE ARRANGEMENTS TO PLACE FUNDS RAISED THROUGH THIS OFFERING IN AN ESCROW MAINTAINED BY PACIFIC MERCANTILE BANK. ANY INVESTOR WHO PURCHASES SECURITIES IN THIS OFFERING WILL HAVE NO ASSURANCE THAT OTHER PURCHASERS WILL INVEST IN THE OFFERING. ACCORDINGLY, IF THE COMPANY SHOULD FILE FOR BANKRUPTCY PROTECTION, OR A PETITION FOR INSOLVENCY BANKRUPTCY IS FILED BY CREDITORS AGAINST THE COMPANY, INVESTOR FUNDS WILL BECOME PART OF THE BANKRUPTCY ESTATE AND ADMINISTERED ACCORDING TO THE BANKRUPTCY LAWS.

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY THIS OFFERING CIRCULAR, NOR HAS ANY PERSON BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR ANY PERSON TO WHO IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY SINCE THE DATE HEREOF.

THIS OFFERING CIRCULAR MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING CIRCULAR FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.

THIS OFFERING IS SUBJECT TO WITHDRAWAL OR CANCELLATION BY THE COMPANY AT ANY TIME AND WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART NOTWITHSTANDING TENDER OF PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH INVESTOR. THE OFFERING PRICE OF THE SECURITIES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

TABLE OF CONTENTS

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Offering Circular concerning the agriculture, food production and clean energy industries and the other markets relevant to our operations are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Offering Circular, unless the context indicates otherwise, references to “Thinking Green,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Thinking Green.

SUMMARY

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

Company Information

Thinking Green was incorporated in Nevada on October 17, 2013. Our principal executive office is located at 170 S. Green Valley Parkway, Suite 300, Henderson, NV 89012 and our telephone number is (702) 202-0068. Our website address is www.thinkinggreen-usa.com. We do not incorporate the information on, or accessible through, our website into this Offering Circular, and you should not consider any information on, or accessible through, our website to be a part of this Offering Circular.

Our Business

The strategic objective of Thinking Green is to become an integrated environmentally aware food producer for metropolitan areas where there may be inherent detrimental aspects to food growing and delivery of food. Thinking Green will integrate solar powered hydro-aquaponics, sprouting, organic waste into energy, and organically raised animals into an "off-the-grid" reproducible and “scalable” facility.

The primary objective of the business model is to counteract the rising cost of food, fuel and transportation while in a sustainable manner minimizing the ecological footprint for the production of food and its delivery.

Thinking Green’s business model product output does not sacrifice the quality of the end product or settle for inferior products due to "minimizing" the ecological footprint. The main facet of Thinking Green's forward thinking closed-loop system is the reproducible aspect, which can be “scaled” to other areas of the country and internationally. In particular, to national and international areas where the climate is extreme or where there is little land and resources for the production of food and energy.

Thinking Green‘s first closed-loop system will be outside the metropolitan area of Las Vegas, Nevada. Extreme heat, lack of rain, dry climate and fluctuating soil conditions make for a perfect environment for the first system. Other systems can be established in the country where there are extreme temperatures, little cultivable land, water is a premium, the food is desired to be organic or there is a need for high quantities and quality of food production. Internationally, like the islands of the Caribbean or South Pacific where almost all of the food is imported and lacking of land for major food supplies or the desert countries of the Middle East. This scalable attribute of the facilities can be decreased, increased or expanded as needed and are virtually “off-the-grid.” The future of food and energy production by just ... THINKING GREEN!

The Offering

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this Offering Circular, before purchasing our Common Stock. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Reliance Upon Management.

The Company is largely dependent upon the personal efforts of its current management, the loss of any of which could have a material adverse effect upon the Company's business and prospects. The success of the Company will in significant part depend upon the efforts and abilities of management, including such consultants as may be engaged in the future. Additionally, as the Company implements its plan of operations, it will require the services of additional skilled personnel. There can be no assurance that the Company can attract persons with the requisite skills and training to meet its future needs or, even if such persons are available, that they can be hired on terms favourable to the Company. See "Directors, Executive Officers, and Significant Employees."

Uncertainty as to Management's Ability to Control Costs and Expenses.

With respect to the Company's implementation of the growth and plan of its operations, the Company cannot accurately project or give any assurance with respect to Management's ability to control the Company's development and operating costs and/or expenses. Consequently, even if the Company is successful in implementing the growth and plan of its operations, if Management is not able to adequately control costs and expenses, such operations may not generate any profit or may result in operating losses.

Best Efforts Nature of this Offering.

This Offering is made on a “best efforts” basis only. There is no minimum number of Common Shares required to be sold before the proceeds are released to the Company’s operating account. Therefore, there can be no assurance as to how much the Company will realize from this Offering, or if the amount realized will be adequate for its needs.

Possible Adverse Effect of Government Regulations and Other Regulatory Changes.

Our operations are subject to extensive government regulations and federal, state and municipal approvals. The operations of a food and energy production facility(s) are contingent upon approval and maintaining all necessary regulatory licenses, permits, approvals, registrations, orders and authorizations. We believe that our business model and operational methodology will be in compliance with relevant federal and state laws, rules and regulations. However, laws and regulations may change on a federal or state basis in the future. We will continuously monitor these possible developments and modify our operations and strategies from time to time as the regulatory environment changes. However, if the said regulations lead to the increased capital requirements, additional bonding, insurance and/or other capital-intensive conditions, our ability to operate in certain states and territories may be diminished and our operations in general may be adversely affected. There is no assurance that future laws and regulations could impose a significant increase in compliance costs.

Risk of changes in taxation of various governments and agencies.

The Company will be subject to taxation in the United States at the federal, state and local level. Specific rates of taxation can be changed by legislative action. Increases in taxation could adversely affect our results.

Risk related to Substantial Indebtedness.

The Company may, in the future be highly leveraged and future cash flows may not be sufficient to meet its obligations, and as such may have difficulty obtaining more financing. There may be instances where terms governing debt facilities may subject the Company to certain limitations such as not being permitted to incur additional indebtedness, including secured senior and subordinated indebtedness. Or the Company may have certain cash flows and revenues be subject to “waterfall” debt distribution provisions whereas a hierarchy order of payment is diverted directly to certain debt facilities first prior to the Company having access to any cash flows or revenue streams remaining, if any.

No Dividends and None Anticipated.

The Company has not paid any dividends nor, by reason of its contemplated financial requirements, does it anticipate paying any dividends upon its Common Shares in the foreseeable future. The Company currently intends to retain all available funds and any future earnings to fund the development, operation and growth of its business. Furthermore, since a portion of its future financing may be debt financing rather than equity, any financial institution, which provides such financing will impose limitations and/or restrictions upon the payment of future dividends while such financing is outstanding. See "Securities Being Offered."

Competition.

The Company likely will face intense competition from other companies. Most of our anticipated competitors will probably have long operating histories, some with greater name recognition and larger customer bases. It is also probable that they would have significantly more financial resources and marketing experience than the Company. There can be no assurance that developments by the Company’s current or potential competitors will not render the Company’s food products and energy production obsolete or less than profitable. In addition, the Company expects to face competition from new entrants into its targeted industry segments. There can be no assurance that the Company will have sufficient resources to maintain its food and energy production efforts on a competitive basis, or that the Company will be able to make the operational adjustments necessary to maintain a competitive advantage with respect to its food and energy production facilities. Increased competition could result in increasing or decreasing in prices, higher costs, higher labor costs and reduced operating margins, any of which could materially and adversely affect the Company’s business, financial condition and results of operations. In the food production business, operations are susceptible to delays, cost overruns and other uncertainties such as pests, bacteria, fungus and diseases which could adversely affect our business, financial condition and results of operations. The ability of the Company to compete successfully depends upon a number of factors, including our responsiveness to changes in the food and energy industries, economic pressures and changes in the public’s spending habits. However, there is no assurance that the Company will be able to successfully compete with such other companies and continue its viable commercial operations. See "Description of Business."

Continued Control by Present Shareholders.

After the completion of this Offering, present shareholders including our officers, directors and principal shareholder will continue to own the majority of the Company's outstanding Common Shares. The Company's Articles of Incorporation do not provide for cumulative voting. Therefore, after completion of this Offering, present shareholders including our officers, directors and principal shareholder will continue to be able to elect all the Company's directors, appoint its officers, and control its affairs and operations.

Potential Need for Additional Financing.

The proceeds realized by the Company from this Offering will be used for general operating capital purposes and to provide for the maintenance and further expansion of the Company's business and will be sufficient to meet our anticipated cash needs over the next twelve months. Consequently, if less than all of the Common Shares offered are sold, it is likely that the Company will require additional financing in order to meet such needs and fully develop its planned operations as discussed under "Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There can be no assurance that such financing will be available or, if available, that it can be obtained on terms favourable to the Company.

Unallocated Use of Proceeds and Management Discretion.

A portion of the proceeds from this Offering have not been allocated for a specific purpose but, rather, have been designated as “Working Capital.” As such, Management will have unlimited discretion in the use of these funds and the Company’s shareholders, including investors herein, will have no say in such determination. Therefore, potential investors should not purchase Common Shares herein unless they are willing to trust present Management to utilize the proceeds in a commercially prudent manner. The net proceeds from this Offering will be used for the purposes under “Use of Proceeds.”

No Public Market for Offered Securities.

There is currently no public market for any of the Offered Shares. No assurance can be given that the Company will register any of the Offered Shares or that investors will be able to recoup their investment.

Risks of Low-Priced Stocks; Possible Effect of "Penny Stock” Rules on Liquidity for the Company's Securities.

There is no public market for the Offered Common Shares. Trading, if it shall occur, in the Company’s stock could be subject to the “Penny Stock Rules” which require brokers to provide additional disclosure in connection with any trades of “penny stock.” The broker must deliver, prior to the trade, a disclosure describing the penny stock market and the risks associated with that market. The “penny stock” regulations could limit the ability of brokers to sell and purchasers to buy the Shares offered in this prospectus. The Company’s stock will be subjected to the “Penny Stock” rules until its market price reaches a minimum $5.00 per share, subject to certain exceptions. The Offered Common Stock, if registered, will most likely be traded and quoted on the Over-the-Counter Bulletin Board, which could cause some difficulty in disposing of the stock and getting accurate quotes on its market price. Specifically, the Company will become subject to Rule15c2-6 under the Exchange Act, which imposes additional sales practice requirements on broker-dealers which sell such securities to persons other than established customers and "accredited investors" (generally, individuals with net worth in excess of $1,000,000 or annual incomes exceeding $200,000). For transactions covered by this Rule, 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 Company's securities and may affect the ability of purchasers in this Offering to sell any of the securities acquired hereby in the secondary market. The Commission has adopted regulations which define a "penny stock" to be any equity security that has a market price (as therein defined) less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The foregoing required penny stock restrictions will not apply to the Company's securities if such securities are listed on the NASDAQ National Market System, or otherwise listed on NASDAQ and have certain price and volume information on a current and continuing basis or if the Company meets certain minimum net tangible assets or average revenue criteria. At present, the Company does not qualify for such exemption. There can also be no assurances that the Company's securities will in the future qualify for exemption from these restrictions. In any event, even if the Company's securities were exempt from such restrictions, the Company 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 penny stock from associating with a broker-dealer or participating in a distribution of penny stock, if the Commission finds that such restriction would be in the public interest. If the Company's securities were subject to the rules on penny stocks, following this Offering, the market liquidity for the Company's securities would be adversely affected.

Compliance with Securities Laws

The Company’s Securities are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, and applicable state securities laws. If the sale of Securities were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Securities. If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

USE OF PROCEEDS

If we sell all of the shares being offered, our net proceeds (after deducting the estimated offering expenses, including underwriting discount and commissions (if any) of $2,500,000) will be approximately $22,500,000. We will use these net proceeds for:

The following table sets forth a breakdown of our estimated use of our net proceeds as we currently expect to use them, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this Offering

As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this Offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions.

The expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this Offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

DILUTION

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When a company seeks cash from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors stake is diluted because each share of the same type is worth the same amount, and the new investor has paid more for the shares than earlier investors did for theirs.

The Company was formed in October of 2013 as a Nevada corporation. Upon its formation, the Company issued 24,000,000 shares of Common Stock. Subsequently, 525,000 shares were issued for professional services. As of the date of this Offering Circular, the issued and outstanding shares of Common Stock is 24,525,000 shares. During the twelve months ended December 31, 2017, there has been no shares acquired by any officer, director, promoter or affiliated person and no right to acquire any shares was given to any of them.

Future Dilution

The Company, for business purposes, may from time to time issue additional shares, which may result in dilution of existing shareholders. Dilution is a reduction in the percentage of a stock caused by the issuance of new stock. Dilution can also occur when holders of stock options (such as company employees) or holders of other optionable securities exercise their options. When the number of shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, making each share less valuable. Dilution may also reduce the value of existing shares by reducing the stock’s earnings per share. There is no guarantee that dilution of the Common Stock will not occur in the future.

PLAN OF DISTRIBUTION

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 12,500,000 shares of Common Stock, (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 in its sole discretion (the “Offering Period”).

The shares of Common Stock are being offered by the Company on a “Best Efforts” basis and without the benefit of a Placement Agent. The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected. No securities are being offered for the account of security holders; all net proceeds of this Offering will go to the Company.

The Company has made arrangements to place funds raised in this Offering in an escrow maintained by Pacific Mercantile Bank. Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The proceeds for the Offering will be kept in an escrow account until we complete a closing on a rolling basis of accepted subscriptions. At a closing, the proceeds will be distributed to the Company and the associated Offered Shares will be issued to the investors in such Offered Shares. The Company has the right to terminate this Offering of Securities at any time, regardless of the number of Securities that have sold. If there are no closings, or if funds remain in the escrow account upon termination of this Offering without any corresponding closing or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction

The Securities to be offered with this proposed offering shall be initially offered by Company, mainly by Mr. Richard Ham, the Company’s Founder and Chief Executive Officer. The Company anticipates engaging members of the Financial Regulatory Authority (“FINRA”) to sell the Securities for the Company, though the Company has not yet engaged the Services of any FINRA Broker Dealers. The Company intends to engage a FINRA Broker Dealer to offer the Securities to prospective investors on a “best efforts” basis, and the Company’s Broker Dealers will have the right to engage such other FINRA Broker Dealer member firms as it determines to assist in the Offering. The Company will update this Registration Statement via an amendment to this Registration Statement upon any engagement of a FINRA Broker Dealer to offer the securities.

The Company anticipates that any FINRA Broker Dealer Manager will receive selling commissions of five to ten percent of the Offering Proceeds, which it may re-allow and pay to participating FINRA Broker Dealers who sell the Company’s Securities. The Company’s FINRA Broker Dealer Manager may also sell the Securities as part of a selling group, thereby becoming entitled to retain a greater portion of the selling commissions. Any portion of the selling commissions retained by the FINRA Broker Dealer Manager would be included within the amount of selling commissions payable by the Company and not in addition to.

The Company anticipates that its FINRA Broker Dealer Manager may enter into an agreement with the Company to purchase “Underwriter Warrants.” Should the Company enter into an Underwriter Warrants Agreement with its FINRA Broker Dealer Manager, a copy of the agreement will be filed with the United States Securities and Exchange Commission as an Exhibit to an amended Registration Statement of which this Offering is part.

The Company anticipates that the Company and any FINRA Broker Dealer will each enter into a Broker Dealer Manager Agreement, which will be filed with the United States Securities and Exchange Commission as an Exhibit to an amended Registration Statement of which this Offering is part, for the sale of the Company’s Securities. FINRA Broker Dealers desiring to become members of a Selling Group will be required to execute a Participating Broker Dealer Agreement with the Company’s FINRA Broker Dealer, either before or after the date of this Registration Statement.

In order to subscribe to purchase the Securities, a prospective Investor must complete, sign and deliver the executed Subscription Agreement, Investor Questionnaire and Form W-9 to Thinking Green and either mail or wire funds for its subscription amount in accordance with the instructions included in the Subscription Package.

The Company reserves the right to reject any Investor’s subscription in whole or in part for any reason. If the Offering terminates or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include public advertisements and audio-visual materials, in each case only as authorized by the Company. Although these materials will not contain information in conflict with the information provided by this Offering and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Securities, these materials will not give a complete understanding of this Offering, the Company or the Securities and are not to be considered part of this Offering Circular. This Offering is made only by means of 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 Securities.

Escrow and Technology Services

Prime Trust, LLC will serve as the escrow agent for the Offering. As partial compensation for serving as escrow agent, Prime Trust, LLC, will retain interest accrued from funds deposited in the escrow account whether or not the Offering closes. Prime Trust, LLC is also entitled to certain other itemized administrative fees.

FundAmerica, LLC will provide certain technology services in connection with this Offering. The Company will pay certain technology service fees to FundAmerica, LLC for the technology services provided by it in the Offering, including the online platform by which subscribers may receive, review, execute and deliver subscription agreements electronically.

Prime Trust, LLC and FundAmerica, LLC are not participating as an underwriter of the Offering and will not solicit any investment in the Company, recommend the Company's securities or provide investment advice to any prospective investor, or distribute the Offering Circular or other offering materials to investors. All inquiries regarding this Offering or Escrow should be made directly to the Company.

Investment Limitations

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 (please see below on how to calculate your 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.

Because this is a Tier 2, Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

Offering Period and Expiration Date

This Offering will start on or after the date on which the SEC qualifies the Offering Statement (the “Qualification Date”) and will terminate if the Minimum Offering is not reached or, if it is reached, on the Termination Date.

Procedures for Subscribing

If you decide to subscribe for Offered Shares in this Offering, you should:

Go to the Company’s website, www.thinkinggreen-usa.com, click on the “Invest Now” button and follow the procedures as described.

1.       Electronically receive, review, execute and deliver to us a subscription agreement; and

2.       Deliver funds directly by wire or electronic funds transfer via ACH to the specified account of the Escrow Agent, Prime Trust, LLC

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to the escrow account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

How to calculate your net worth: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Offered Shares.

In order to purchase Offered Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.

DESCRIPTION OF BUSINESS

Thinking Green, a developmental stage company, was incorporated on October 17, 2013 in the State of Nevada. Since incorporation, the Company has not made any significant purchases or sales of assets. From inception until the date of this filing, the Company has had limited operating activities, primarily consisting of (i) the incorporation of the Company, (ii) the development of the business plan, (iii) initial equity funding, (iv) the performance of due diligence on potential developers, architects and engineers, (v) location and research for the first facility site, and (vi) beginning to develop strategic partnerships with necessary technical services, vendors, business firms and end users of the products. Richard Ham and the minority shareholders acquired 24,000,000 shares of our Common Stock with a par value of $0.001 per share in return for the Company’s initial funding.

Thinking Green’s business plan is to build a totally "off-the-grid," self-contained, closed-loop food and green energy production facility.

Thinking Green’s mission is to create integrated, environmentally aware food and clean energy production facilities for carefully selected metropolitan areas that have extraordinary unmet market demand for high-end produce and meats. We will select site locations where we would likely enjoy a monopoly on fresh, ultra-premium, organic, vine ripened produce and local meats.

Our facilities will be self-contained and independent of the local conditions. Thinking Green will integrate solar powered hydroponics/aeroponics and aquaponics, sprouting, conversion of organic waste into energy (and other biofuel production such as algae production if viable in the future), and organic ranching in reproducible and “scalable” facilities.

Our systems will be insulated from the local environmental challenges and will provide ultra-premium produce in even the most challenging locations from the arid deserts of Las Vegas to the frozen tundra of Alaska. We will deliver top quality, fresh, organic, local produce in locations where consumers will pay premium prices for produce that are simply unavailable from any other source… at any price.

Thinking Green’s first “off-the-grid,” self-contained, closed loop healthy food production and green energy facility proposed highlights include:

MONOPOLIZING MARKETS

Warren Buffet once said:

“Buy high quality businesses with a strong competitive advantage below their fair value and hold them until they lose their competitive advantage (which is hopefully never).”

Thinking Green’s Site Selection Team will identify locations that will provide a “strong competitive advantage,” a de facto monopoly on fresh, ultra-premium produce. Our ideal market dynamic will present customers with the choice to buy our high priced luxury produce or buy our competitors processed, high mileage, box-ripened, fumigated, non-organic, frozen, irradiated produce at even higher prices.

In most of our local markets, we expect to enjoy a monopoly ... and the barriers to entry for competitors will be significant. In each marketplace, we will enjoy the first-mover advantage and build on an entrenched, loyal customer base and establish a solid reputation. Our dominance in any specific market should discourage would-be competitors, and motivate them to seek out one of the many other locations where we are not in operation.

FOOD IS THE ULTIMATE COMMODITY

When most investors think of commodities, things like gold, silver and copper come to mind. However, food and water are also commodities and are actually more important than most of the commodities traded on COMEX. The public can survive forever without silver; the same cannot be said for food.

While you probably don’t know how a computer chip works or why Intel's latest computer chips are superior, investors immediately understand the value of a fresh flavorful berry or vine ripened heirloom tomato without relying on the advice of technical advisors.

Warren Buffett has always said, “Invest in what you know.”

HEAVY COMPETITION FOR FARM LAND

Farmland is divided into several tiers of quality. Grade 1, 2 and 3a are referred to as “Best and Most Versatile” land, having the best climate, best access to water and best access to transportation to deliver the finished product. 

The other grades are Grade 4 and 5; land which is considered poor quality agricultural land and very poor quality agricultural land. 

The Thinking Green facilities location may offer the opportunity to pay Grade 4 and 5 land prices, and through our technology, grow produce equal to or better than that of Grade 1, 2 or 3a farmland. Our facilities will offer maximum fertility, optimal climate, access to water and located close to the customers (to keep costs of transportation to a minimum). Our facilities planned design is potentially provide farming with zero compromises, zero challenges, in locations that are hand-picked for proximity to the end consumers.

THE ART OF SITE SELECTION

Site selection is our most important job.

Many businesses have trouble forecasting market demand, market size, pricing elasticity and other key factors. In our case, we should be able to quantify most of these variables with great accuracy, in advance. Our Site Selection Group will research the existing level of demand and the prices being paid for each specific item of produce (inclusive of existing shipping, customs, tariffs, brokerage fees and so on).

The data used for site evaluation is not speculative; it is hard data, from ongoing verifiable commercial activity. We should be able to forecast the market demand, the optimal product mix and retail pricing we can charge for each existing item before we commit to any specific location. Most of Thinking Green’s produce will simply be displacing inferior existing product.

New Exotic Produce: In some cases however, we will be bringing new and exotic produce to our local markets. In this case, we must estimate pricing and demand for these items. However, we will meet with our future customers and negotiate pricing in advance. We feel confident that these exotic items will, in fact, generate the MOST demand and sell for the HIGHEST prices.

Cost of Production: We will also be able to calculate our cost of production for each location, and thus generate fairly accurate pro-forma income statements that are based in fact, not speculation. Exhaustive analysis and modeling of candidate sites is the key to reproducible long-term profits. As they say in real estate development:

“You make your money when you buy, not when you sell.”

FUTURE SITES SELECTION CRITERIA

Because our facilities are essentially independent of the local conditions, challenges and constraints, our Site Selection Team will be free to consider almost every location on the planet. The Site Selection Team will evaluate sites using the following criteria:

Locating our facilities in sites that meet the above criteria will assure long-term demand for our products and will allow us to sell in an auction-like seller’s market environment, charging ultra-premium prices to those few customers who will pay the most for our limited production. This model may produce prices that exceed even our most optimistic projections.

EVALUATING THE LAS VEGAS LOCATION USING THIS CRITERON

Our First Full-Scale Facility

Why Las Vegas, Nevada? Las Vegas is, of course, one of the most dynamic metropolitan areas in the world. Beyond Las Vegas, there are several outlying communities of Henderson, Summerlin and North Las Vegas as well as several cities like Searchlight, Laughlin and Boulder City. This area fits our site selection criteria well and satisfies most of the key criteria.

This entire area is inhospitable for growing food and raising animals due to the extreme temperatures and lack of suitable land. This region imports the vast majority of its food and meat from outside the state and outside the country.

Las Vegas is home to some of the most notable chefs and restaurateurs in the world. Wolfgang Puck, Guy Savoy, Joël Robuchon, Mario Batali, Bobby Flay, Emeril Lagasse, Michael Mina, Hubert Keller, Jean Joho, Charlie Trotter and many more. Fine dining with top of the line food and dishes complemented with world renown service and inspiring environments juxtaposed with almost zero fresh produce output make the Las Vegas metropolitan area one the best location to begin this endeavor.

The Nevada Meat Demand: Approximately $780 million of Meat (all types except poultry) and Rendered Byproducts goods and services were imported into Nevada. Local Nevada industries produced only $58.6 million worth of this commodity.

The initial location outside of Las Vegas will feature Wagyu cattle as its main beef product line. Although there will be more than just this type of cattle, the primary meat will be from the Wagyu cattle variety.

BUSINESS MODEL

Thinking Green’s business model strategic objective is to have food and energy producing facilities that will be self-contained or "off-the-grid." Thinking Green will integrate solar powered hydroponics/aeroponics and aquaponics, sprouting, organic waste into energy (and other biofuel production such as algae production, if viable in the future) and organically raised animals into a reproducible and “scalable” facility.

This Company strategy is to achieve as much as technically possible in an agricultural business, which is a closed system. A sustainable agricultural closed-loop system is defined as:

“An environmentally friendly agricultural production system in which any output is capable of being recycled to create another product.” (QFINANCE, n.d.)¹

In short, Thinking Green wants to strive to internally utilize all of its outputs as much as possible to enrich or be more cost effective in the usage of other outputs. And do it in such a manner that it uses as much as possible environmentally safe and sound principles.

All production of energy (clean) for the facilities operations will be internally generated. The generation of clean energy for equipment, heating and cooling, vehicles, possible sale of the excess energy, and operations will come from the organic wastes from the animals within the facility, organic waste from the hydro-aquaponics, local restaurants and grocers, etc. by processing in an onsite anaerobic digester and construction of a solar powered greenhouse.

Thinking Green's portfolio of products will be grown or raised in an organic environment. No hormones or inorganic substances will be entered into during the growth cycle or used in the delivery process. Natural growth processes will be used in order to minimize potential health and environmental concerns. The feedstock for the animals will be grown hydroponically within the facility to "close-the-loop" and enable the facility to be entirely "off-the-grid" and self-sustainable.

There will be very little or neutral ecological impact and controlled environments for growing and producing the healthy and nutritional end products. The scalability and reproducibility of the business model is the main future potential. In other areas of the US and internationally where there is little water (a solar powered desalination plant will be used), land with low productivity or little land available for food production, or lack of energy will be prime locations to duplicate Thinking Green's original system. Being able to be "off-the-grid" with this closed-loop system enables Thinking Green to produce healthy food and clean energy virtually anywhere just by .... THINKING GREEN!

MARKET ANALYSIS

There are two facets to the “market” for Thinking Green‘s forward thinking closed-loop system. The first is the reproducible aspect, which can be “scaled” to other areas of the country and internationally. In particular, to national and international areas where the climate is extreme or where there is little land and resources for the production of food and energy. Thinking Green‘s first closed-loop system will be outside the metropolitan area of Las Vegas, Nevada. Extreme heat, lack of rain, dry climate and fluctuating soil conditions make for a perfect environment for the first system.

There are other areas in the country where it is dry, extreme temperatures, little cultivable land, water usage is a premium, the food is desired to be organic or where there is just a need for high quantities and quality of food production. Internationally, like the islands of the Caribbean or South Pacific, where almost all of the food is imported and lacking of land for major food supplies or the desert countries of the Middle East. This scalable attribute of the facilities can be decreased, increased or expanded as needed and are self-contained and virtually “off-the-grid.”

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¹ QFINANCE Dictionary (n.d.). Definition of closed-loop production system. Bloomsbury Information Ltd. Retrieved from http://www.qfinance.com/dictionary/closed-loop-production-system

Why Las Vegas, Nevada? The second aspect of the marketing of Thinking Green’s facilities and its products is the local demand for those products. Las Vegas is, of course, one of the most dynamic metropolitan areas in the world. Beyond Las Vegas, the outlying communities of Henderson, Summerlin and North Las Vegas as well as several cities like Searchlight, Laughlin and Boulder City. So besides the fact it is inhospitable for growing food and raising animals due to the extreme temperatures and lack of suitable land, it imports the vast majority of its food and meat from outside the state.

Clark County, which Las Vegas is situated in, has a population of 2,000,759 (according to the United States Census Bureau, 2012 estimate)². The County of Clark is the nation’s 12^th largest county and provides extensive regional services to those more than 2,000,000 citizens and 43 million visitors a year. The airport of Las Vegas (McCarran) is the nation’s 8^th busiest airport (Clark County, Nevada Office of Public Communications (2013).³ There are 258 grocery stores, 15 supercenters and club stores, 176 convenience stores (no gas), 403 convenience stores (with gas), 1,038 full-service restaurants in Clark County (City-Data.com, n.d.) and 43 catering business consisting of 306 employees with an annual payroll of $4,428,000, the majority in the Las Vegas metropolitan area.⁴

What may be the most notable collection of chefs in the world have restaurants in Las Vegas. Wolfgang Puck, Guy Savoy, Joël  Robuchon, Mario Batali, Bobby Flay, Emeril Lagasse, Michael Mina, Hubert Keller, Jean Joho, Charlie Trotter, and many more. Fine dining with top of the line food and dishes complemented with world renown service and inspiring environments make the Las Vegas metropolitan dynamic the best location to begin this endeavor.

MARKETING & SALES DEVELOPMENT

Marketing - Thinking Green's marketing plan is multi-faceted. The most obvious is direct market to the myriad of local restaurants, grocers, chefs, farmers markets and direct private customers. In most cases, the location of the Thinking Green facilities will be locales where most foodstuffs are imported or little food is grown or raised for public consumption.

In the Las Vegas market, for example, the vast majority of the food and meat is imported due to extreme climates, lack of water and dry conditions. Yet it has a large population of consumers and world-renown chefs that could have "designer" food produced specifically for their requirements through Thinking Green's facilities. Another facet is the distribution of some of its branded product lines. For example; Thinking Green's branded fertilizer products (i.e., Scotts brand), or its branded meat products (i.e., Omaha Steaks), or Thinking Green's branded health supplements from its production of medicinal and exotic herbs using those distribution models.

A key facet of the Thinking Green future marketing plan is the analysis of other locations domestically and internationally where new facilities can be established taking advantage of lack of water, energy or land. Increasing the market and recognition of the Thinking Green brand and enabling the products to be sold in a "local" way. This "local” method will continue the objective of Thinking Green to control the growth and raising of the food environment, contain fuel and transportation costs and enjoy a relatively monopolistic market environment. Since in most cases, the locale has been assessed as a location which is not conducive to "open field" or typical production of food (for example, Dubai, Caribbean, Philippines).

Sales - Thinking Green's local sales plan will entail direct marketing to the restaurants, chefs, grocers, farmers markets and private customers. To access these markets, in-house and external commission compensated sales representatives and wholesale distribution firms will be used. Also, specialized commission based representatives will communicate to the affluent restaurants and chefs or private individuals of a "designer" type approach to producing their food supplies. In other words, they could actually order the varieties and types of food and quantities they need for their customers or personal use and we grow it to their specifications.  

Thinking Green will also have its own market place at its facilities where customers can come and select fresh produce and meats. Another sales plan will be using the same type of sales distribution methods used by companies like Omaha Steaks, Scotts brand and Herbal Supplement.

Return sales and the generation of new sales will be key. A customer loyalty/appreciation program will be established using state-of-the-art data analytics and proven techniques to have customers purchase Thinking Green products time and time again. Data analytics will be an important part of the ongoing sales plan to enable over time an efficient and cost effective way to focus on the most likely opportunities for Thinking Green to make sales and for customer loyalty programs.

Thinking Green will use the internet as its conduit for sales and the interaction to its customers and communication for new potential clients.

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² U.S. Census Bureau (http://quickfacts.census.gov/qfd/states/32/32003.html (2013 , March 11). State and County QuickFacts. Retrieved from http://quickfacts.census.gov/qfd/states/32/32003.html

³ Clark County Nevada Office of Public Communications (2013, February 20). News Release: Rosemary Vassiliadis Names Director of Aviation. Retrieved from http://cms.mccarran.com/dsweb/Get/Document-345627

⁴ City-Data.com. (n.d.) Clark County, Nevada (NV): Food Environment Statistics. Retrieved from http://www.city-data.com/county/Clark_County-NV.html

Governmental Regulation

Food in general, has several regulatory aspects to their growing and handling, which may inhibit access to market. Hydroponic products, however, are essentially food products grown in a controlled environment with low water usage and no pesticides or chemicals.

Likewise, regulatory rules regarding contamination and impurity risks associated with fish production. Aquaculture farming, in the case of indoor aquaculture, for the most part with its closed greenhouse environment and no usage of antibiotics, chemicals or hormones mitigates to a large extent the barriers to market adoption.  

In renewable energy production, regulation is the main barrier to market adoption. Environmental considerations and the paperwork necessary for approval are time consuming and can be expensive. Also, sale of excess energy output may be regulated or not accepted by a local utility.

Competition

The location of the planned first facility will be in the Las Vegas, Nevada market. For the hydroponic food products, there is the Nopah Springs farm, which grows all of their produce from seeds. The primary crops are grown inside small greenhouses utilizing hydroponics methods of growing where the crops get optimum nutrition, water and protection from the elements. Its main operation is located in Pahrump in Nye County, Nevada, which is an hour west of Las Vegas. The facility is a 30,000 square foot greenhouse, which is smaller than the planned first Thinking Green facility.

In regard to the competition in aquaculture, a comparable Tilapia Farm model for Nevada, considering climate, temperatures is the Desert Springs Tilapia Farm in Hyder, Arizona, which has seen increases in their tilapia farm since 2008, except for 2011. For 2012, it was a record year, with an estimated 1,000,000 pounds to be sold. They sell primarily in California, Arizona, Las Vegas, and most recently signed a very large contract with Canada.

And in regard to the biomass energy facility, much of the renewable energy from solar power plant and anaerobic digester will be utilized in the closed-loop system for operations, equipment and vehicles with any excess being sold.

Employees and Consultants

Currently, the Company does not have any full-time employees. The Company, after completion of this Offering, intends to hire employees and consultants as needed to support our acquisition, development efforts and business operations.

Legal Proceedings

There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

The Offering: The Company is offering a maximum of 12,500,000 shares of Common Stock at a price of $2.00 per share, with all shares having a par value of $0.001. See “Securities Being Offered” section of this Offering Circular for additional information.

Risk Factors: See “Risk Factors” section of this Offering Circular for certain factors that could adversely affect an investment in the Securities Offered.

Use of Proceeds: Proceeds from the sale of Securities will be used to invest in the land, building and construction of the facilities, marketing and working capital and other general corporate purposes. See “Use of Proceeds” section of this Offering Circular for additional information.

Common Stock: Upon the sale of the Maximum Offering, the existing shareholders will hold 66.24% and the investors from this Offering will hold 33.76% of the issued and outstanding shares of Common Stock of the Company. See "Securities Being Offered" and "Dilution" sections of this Offering Circular for additional information.

Preferred Stock: There are no issued and outstanding shares of Preferred Stock of the Company is 0. See "Securities Being Offered" section of this Offering Circular for additional information.

Company Dividend Policy: The Company has never declared or paid any dividends on its Common Stock. See "Securities Being Offered" section of this Offering Circular for additional information.

Company Share Purchase Warrants: The Company has no outstanding warrants for the purchase of shares of the Company’s Common Stock.

Company Convertible Securities: The Company has not issued any convertible securities.

Company Stock Options: The Company has not issued any stock options to current and/or past employees or consultants.

Stock Option Plan: The Company may establish a stock incentive plan in the future. See "Securities Being Offered" section of this Offering Circular for additional information.

Stock Transfer Agent and Registrar: See "Securities Being Offered" section of this Offering Circular for additional information.

Subscription Period: The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 12,500,000 shares of Common Stock, (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 in its sole discretion (the “Offering Period”). See “Plan of Distribution” section of this Offering Circular for additional information.

DESCRIPTION OF PROPERTY

The Company does not own any real estate. However, as part of the Offering’s proceeds, the Company is anticipating the acquisition of land for the development and construction of its first facility.

Thinking Green has two land purchase agreements to acquire: (i) a 50 acre tract of land and (ii) a 35 acre tract of unimproved land contiguous with the 50 acre tract for a total of 85 acres.  The combined two tracts of 85 contiguous acreage is the proposed site of the first “off-the-grid,” self-contained, closed loop Thinking Green healthy food production and green energy facility.  It will be the model which can be scaled and reproduced in the future in locations in the United States and other countries.

The facility will be adjacent to the planned World Headquarters of The American Academy of Anti-Aging Medicine (“A4M”) www.A4M.com, www.WorldHealth.net, an organization comprised of over 26,000 members across the globe.  Members include physicians (85% are MD’s, DO’s and MBBS’s), scientists/researchers/health practitioners (12%) and government officials/members of the press and media and the general public (3%) who collectively represent over 120 nations. A4M and Thinking Green have a synergistic series of goals and mutual future interests in promotion of the concept of Thinking Green and facilities at the Las Vegas, Nevada site and in other locations in the US and abroad, to promote global health. A4M also has medical research interests in what Thinking Green is looking to accomplish regarding the use and development of products such as specially designed herbal compounds to enhance the longevity of people around the globe. Education, health promotion and medical research are goals of both concerns.

The American Academy of Anti-Aging Medicine is dedicated to the advancement of tools, technology, and transformations in healthcare that can detect, treat and prevent diseases associated with aging.  The Academy promotes research of practices and protocols that have the potential to optimize the human aging process. It is dedicated to educating healthcare professionals and practitioners, scientists and members of the public on biomedical sciences, breakthrough technologies and medical protocols via education outreach.

Other key attributes of the location for the Thinking Green healthy food production and green energy facility:

The Company’s address is 170 S. Green Valley Blvd., Ste. 300, Henderson, Nevada 89012.

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

The following discussion and analysis of the Company’s Financial Condition and results of operations should be read in conjunction with the Company’s consolidated audited financial statements and the notes thereto appearing elsewhere in this Offering Circular. In addition to historical financial information, the following discussion and analysis contains forward-looking statements (See “Cautionary Statement Regarding Forward-Looking Statements”) that involve risks, uncertainties and assumptions. The Company’s actual results and timing may differ from those anticipated in these forward-looking statements and planning as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this Offering Circular.

The Company is a Developmental Stage Company with limited operating history

The Company was incorporated as a Nevada corporation in October of 2013. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed and limited levels of operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of business operations. There is a possibility that the Company could sustain losses in the future. There can be no assurances that the Company will operate profitably.

Overview

The genesis of Thinking Green came from wanting to build a totally "off-the-grid," self-contained, closed-loop food and green energy production facility in a less than hospitable environment. Where outside elements were not needed to sustain a facility that frankly, is of utmost importance to the future. What more importance is there than having healthy food and keeping the carbon footprint minimal in producing the food and energy?

It then became obvious that it being able to be scaled and reproduced in other either inhospitable environments or in places where the need for food and energy was needed. And in doing so, making it economically viable in building the facilities and building those facilities in a very short amount of time. This project has been developed where the majority of the facilities will be constructed in 120 days and fully operational in approximately 180 days. With the remainder coming online around 270 days.

And it is anticipated that there will be enough excess power where a number of homes for employees of Thinking Green can live onsite or for a development to be built powered and fed by . . . THINKING GREEN!

Imagine, being able to construct this same facility (scaled to the needs and size of each project, of course) in other cities, states or countries. Whether it be in Alaska, Canada, Saudi Arabia, in the Caribbean, Africa or just about anywhere in a matter of around 270 days or less and be fully operational!

And so it was . . . after thousands of pages of research and hundreds of hours of work, discussions and negotiations, the first totally "off-the-grid" facility is ready to be built . . . for a better tomorrow.

What better place to build the first facility? In the desert, but with water, with a major metropolis with some of the greatest chefs like Wolfgang Puck, Guy Savoy, Joel Robuchon, Mario Batali, Bobby Flay, Emeril Lagasse, Michael Mina, Hubert Keller, Jean Joho, Charlie Trotter, etc. and restaurants in the world within 40 minutes, a main Interstate right next to where it is projected to be built and the high profile of Las Vegas to elevate the discussion!

Operating Results

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, and raising capital. Accordingly, the Company is considered to be in the development stage, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced. The Company has generated no revenues from operations and, therefore, lacks meaningful capital reserves.

As of December 31, 2017, we have not generated any revenues and incurred expenses of $4,809. Our operating expenses consist of the costs incurred in organizing the Company and this Offering as well as professional fees. As a result, our net loss for the period from inception through December 31, 2017 was $51,699. Our accumulated deficit at December 31, 2017 was $53,821.

To meet our need for cash, we are attempting to raise money from this Offering. The maximum aggregate amount of this Offering will be required to fully implement our business plan. If we are unable to successfully generate revenue, we may quickly use up the proceeds from this Offering and will need to find alternative sources. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

Liquidity and Capital Resources

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company's ability to continue as a going concern is contingent upon its ability to raise additional capital as required. As of December 31, 2017, the Company had $2,503 in assets and $34,574 in liabilities. As of December 31, 2017, the Company has incurred total expenses since inception of $51,699, related to legal fees associated with this Offering, and general and administrative costs. Since inception, we have generated no revenues and have incurred net losses. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

In management’s opinion, the Company’s cash position is insufficient to maintain its operations at the current level for the next 12 months. We are attempting to raise funds to proceed with our plan of operation. The Company hopes to raise $25,000,000 in this Offering. If we are successful at raising the maximum amount of this Offering, we believe that such funds will be sufficient to fund our expenses over the next twelve months.

Upon the qualification of the Form 1-A, the Company plans to pursue its development strategy. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Company. If so, the Company's objective of developing its first "off-the-grid," self-contained, closed-loop food and green energy production facility will be adversely affected and the Company may not be able to pursue such a strategy if it is unable to finance it. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that additional capital will be available to the Company. If we are successful at raising capital by issuing more stock, or securities which are convertible into shares of the Company, your investment will be diluted as a result of such issuance.

We are highly dependent upon the success of this Offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with limited operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to scale back its operations or cease its business operations. As a result, investors would lose all of their investment.

There are many federal, state and private funding programs where the Company’s agricultural and green energy project may qualify for. The Company will access federal loans, grants and incentives and will take advantage of any credits available from Federal or State of Nevada programs. There are a number of potential grants, which may be available from private and public sources for this project. The Company will utilize USDA financing and other grants and EB-5 Visa program financing, which may become available. Accessing these grants and credits would further reduce the cost of the project.

Capital Expenditures

On December 4, 2017, the Company entered into an agreement to purchase fifty acres of unimproved land for a total purchase price of $1,500,000. The closing date of this transaction shall be on or before June 1, 2018 or an extended date as mutually agreed. See “Description of Property”.

Off-Balance Sheet Arrangements

As of December 31, 2017, we did not have any off-balance sheet arrangements.

Plan of Operations

The Company’s primary goal will be to acquire the land for the first facility, begin construction and marketing campaign, and to further its operations to generate revenues. See “Use of Proceeds” and “Description of Property”.

Assuming the Company receives the net proceeds from the maximum amount of this Offering, in our opinion, we will not need to raise additional funds to meet our plan of operations for the next 12 months.

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

Directors and Executive Officers

Set forth below is information regarding the Company’s officers and directors as of the date of this Offering Circular. Each director serves until the next annual meeting of stockholders and until his or her successor is elected and duly qualified, or until his or her earlier death, resignation or removal. The Company’s executive officers are elected by, and serve at the discretion of, our board of directors.

Business Experience:

Richard Ham (64) – Mr. Ham is the founder of Thinking Green and has served as its Chief Executive Officer, President, Treasurer and Chairman of the Board since October 2013 (inception). Mr. Ham has personal knowledge and experience in areas of the Company’s business model with being raised and participated in the day-to-day activities on the cattle ranch with farming activities. Mr. Ham learned the value of hard work and ethics. Mr. Ham did extensive research and planning for the integration of each component to the Company’s business model. Mr. Ham began his professional and financial services career and started his first business in 1976. Mr. Ham has served as President, Chief Executive Officer and Chairman of the Board for both public and private companies. Mr. Ham is FINRA Series 65 (Investment Adviser Representative) examination qualified.

Carla Ham (55) – Ms. Ham has served as Thinking Green’s Secretary and Director since October 2013 (inception). Ms. Ham was raised on a farm and knowledgeable with the Company’s business model. Ms. Ham learned the value of hard work and ethics. Ms. Ham has served as Secretary and Board Member for both public and private companies. Ms. Ham has worked with Mr. Ham since 1980. Ms. Ham is married to Richard Ham.

Significant Employees

All Members of Thinking Green as listed above are each considered "Significant Employees", and are each "Executive Officers" of the Company. The Company would be materially adversely affected if it were to lose the services of any member of Thinking Green listed above as each has provided significant leadership and direction to the Company.

Family Relationships

Richard Ham and Carla Ham are married. There are no other family relationships between any director, executive officer or significant employee of the Company.

Involvement in Certain Legal Proceedings

None of Thinking Green’s Officers or Directors have been the subject of any criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

None of Thinking Green’s Officers or Directors have been the subject of any entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

None of Thinking Green’s Officers or Directors have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; and

None of Thinking Green’s Officers or Directors has been the subject of any entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the annual compensation of each of the three highest paid persons who were executive officers or directors of the Company during the Company’s last completed fiscal year ended December 31, 2017. The Company does not have employment agreements with any of our executive officers or other employees, and does not pay them a salary or other compensation at the present time. The Company currently does not pay compensation to its directors. The Company reimburses its officers and directors for reasonable expenses incurred during the course of their performance.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth, as of the date of this Offering Circular, the beneficial ownership of the Company’s outstanding Common Stock by (i) all executive officers and directors as a group; (ii) each executive officer or director who beneficially owns more than 10% of the Company’s voting securities; and (iii) any other securityholder known to us to be the beneficially owner of more than 10% of the Company’s voting securities. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial. The only class of stock issued is Common. As of the date of this Offering Circular, there were 24,525,000 shares of the Company’s Common Stock outstanding.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of the date of this Offering Circular, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Since inception, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of the outstanding Common Stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

Related Party Transaction

Our majority voting shareholder is Richard Ham, the Company’s Chief Executive Officer, and his wife, the Company’s Secretary. Upon the completion of this Offering, Mr. Ham will continue to own the majority of the issued and outstanding controlling Common Stock of the Company. Consequently, Mr. Ham will control the Company’s operations, management and business affairs and will have the ability to control all matters submitted to Stockholders for approval, including:

SECURITIES BEING OFFERED

The following description summarizes certain matters relating to the securities of the Company and is qualified in its entirety by the provisions of the Company’s Articles of Incorporation and Bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

This Offering relates to the sale of the Maximum Offering (12,500,000 shares) of our Common Stock, par value $0.001, at an offering price of $2.00 per share.

Authorized Stock

The Company is authorized to issue 75,000,000 shares consisting of 73,000,000 shares of Common Stock, $0.001 par value per share (the "Common Stock") and 2,000,000 shares of Serial Preferred Stock, $0.001 par value per share (the “Preferred Stock”).

Common Stock

As of December 31, 2017, there were 24,525,000 shares of Common Stock outstanding held by 6 stockholders of record. There are 2,000,000 shares of Common Stock reserved for potential future issuance up to 2,000,000 shares as an incentive for the developer of the facility upon completion of the project.

Holders of the Company’s Common Stock are entitled to one vote per share on all matters submitted to a vote of or consent of stockholders of the Company. There is no cumulative voting rights. The holders of the Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, dissolution or winding-up, holders of the Company’s Common Stock are entitled to share ratably in all assets remaining after payment of all of our debts and other liabilities and the liquidation preference to the holders of any then outstanding Preferred Stock. The holders of Common Stock do not have preemptive rights.

All outstanding shares of Common Stock are, and the Common Stock to be outstanding upon completion of this Offering will be, duly authorized, validly issued, fully paid and non-assessable. Transferability of the Company’s Common Stock may be limited because of the federal and state securities laws and regulations.

Preferred Stock

As of December 31, 2017, there were zero shares of Preferred Stock outstanding.

Preferred Stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to provide for the issuance of Preferred Stock in series and to fix and determine from time to time, the designation and relative rights and preferences of the shares of each series and the restrictions or qualifications thereof, including dividend rights, liquidation preferences, redemption rights and terms, sinking fund provisions, conversion rights and the number of shares constituting the series. Except as otherwise required by law or other provision, the holders of the Preferred Stock shall have no voting rights. There is no cumulative voting on any matter. The holders of Preferred Stock shall have conversion rights of Preferred Stock into shares of Common Stock as determined by the Board of Directors. The Company shall be under no obligation to redeem all or any portion of the Preferred Stock at any time.

Options and Warrants

None.

Convertible Notes

None

Stock Incentive Plan

The Company may establish a stock incentive plan pursuant to which stock options and awards may be authorized and granted to our executive officers, directors, employees and key consultants. Stock options may be utilized by us in the future to attract one or more new key executives.

Other Debt Securities

In September and October 2016, the Company entered into three unsecured promissory notes in the aggregate principal amount of $27,000 with an individual as follows:

On September 26, 2016, the Company entered into an agreement with an individual to purchase a note for the principal sum of $14,000. The principal sum plus interest at 5% per annum is due and payable 2 years from the date thereof.

On September 30, 2016, the Company entered into an agreement with an individual to purchase a note for the principal sum of $6,500. The principal sum plus interest at 5% per annum is due and payable 2 years from the date thereof.

On October 11, 2016, the Company entered into an agreement with an individual to purchase a note for the principal sum of $6,500. The principal sum plus interest at 5% per annum is due and payable 2 years from the date thereof.

Dividend Policy

The Company plans to retain any earnings for its operations. The Company has never declared or paid any cash dividends to its shareholders, and there are no plans to do so. The declaration of any future dividends is at the discretion of the Board of Directors and will depend on the Company’s revenues, earnings, and financial condition and such other factors as the Board deems relevant.

Indemnification of Directors and Officers:

The Company is incorporated under the laws of Nevada. Nevada General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, and a vote of stockholders or disinterested directors or otherwise.

The Company’s Certificate of Incorporation and Bylaws provides that it will indemnify and hold harmless, to the fullest extent permitted by Nevada’s General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

Transfer Agent and Registrar

The transfer agent and registrar for the Company’s Common Stock is:

VStock Transfer, LLC

18 Lafayette Place

Woodmere, New York 11598

Phone: (212) 828-8436

Email: Info@VStockTransfer.com

http://www.VStockTransfer.com

Share Eligible for Future Sale

Prior to this Offering, there was no public market for our Common Stock. We cannot predict the effect, if any, that market sales of shares of our Common Stock or the availability of shares of our Common Stock for sale will have on the market price of our Common Stock. Sales of substantial amounts of our Common Stock in the public market could adversely affect the market prices of our Common Stock and could impair our future ability to raise capital through the sale of our equity securities.

Upon completion of this Offering, assuming the maximum amount of shares of Common Stock offered in this Offering are sold, there will be 37,025,000 shares of our Common Stock outstanding. This number excludes any issuance of additional shares of Common Stock that could occur in connection with any exercise of warrants outstanding as of the date of this Offering Circular.

The 24,525,000 shares of Common Stock that were not offered and sold in this Offering as well as shares issuable upon the exercise of warrants, are “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

The 12,500,000 shares of our Common Stock issued in this Offering (assuming the maximum amount of shares of Common Stock offered in this Offering are sold) will be freely tradable without restriction under the Securities Act, unless those shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, NE, Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

CONSOLIDATED FINANCIAL STATEMENTS

Thinking Green

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Thinking Green

Las Vegas, NV

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Thinking Green (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively referred to as the consolidated financial statements).  These consolidated financial statements are the responsibility of the Company's management.  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Thayer O’Neal Company, LLC

Thayer O’Neal Company, LLC

We have served as the Company's auditor since 2018.

Houston, Texas

April 10, 2018

THINKING GREEN

CONSOLIDATED BALANCE SHEETS December 31,

The accompanying notes are an integral part of these financial statements

 
THINKING GREEN

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements

THINKING GREEN

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT)

For the Years Ended December 31, 2017 and 2016

The accompanying notes are an integral part of these financial statements

THINKING GREEN

CONSOLIDATED STATEMENTS OF CASH FLOW

The accompanying notes are an integral part of these financial statements

THINKING GREEN

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

NOTE 1 – Nature of the Business and Basis of Presentation

Description of the Company and Business

Thinking Green is a Nevada corporation that is to become an integrated environmentally aware food producer for metropolitan areas where there may be inherent detrimental aspects to food growing and delivery of food. Thinking Green will integrate solar powered hydro-aquaponics, sprouting, organic waste into energy, and organically raised animals into an "off-the-grid" reproducible and “scalable” facility.

Thinking Green Energy LLC was organized on April 26, 2013. The subsidiary was created to be the entity to integrate solar powered hydro-aquaponics and other off the grid energy sources into sprouting, organic waste into energy, and organically raised animals into an "off-the-grid" reproducible and “scalable” facility.

Basis of Presentation

The accompanying consolidated financial statements of Thinking Green (“Thinking”) and its subsidiary (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of Thinking Green and its wholly-owned subsidiary, Thinking Green Energy LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

Concentration of Risk

The Company places its cash and temporary cash investments with established financial institutions.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

THINKING GREEN

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.

The fair value of the Company’s debt as of December 31, 2017 and 2016 approximated fair value at those times.

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of December 31, 2017 and 2016 because of the relative short-term nature of these instruments. At December 31, 2017 and 2016 the fair value of the Company’s debt approximates carrying value.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statements of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Capitalized development expenditure is measured at cost less accumulated amortization and impairment losses, if any. Development expenditure initially recognized as an expense is not recognized as assets in the subsequent period. The development expenditure is amortized on a straight-line method over a period of not exceeding 5 years when the products are ready for sale or use. In the event that the expected future economic benefits are no longer probable of being recovered, the development expenditure is written down to its recoverable amount.

Research and development costs represent the costs of developing and perfecting Thinking Green’s products as well as marketing and planning for those products. These costs are charged to expense as incurred.

THINKING GREEN

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

Advertising

Advertising costs are expensed as incurred.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

Due to uncertainties in the process of estimating the progress toward completion on uncompleted jobs, it is at least reasonably possible that gross profit on those jobs will be revised in the near-term, and those revisions may be material.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Loss Per Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of December 31, 2016 and December 31, 2017.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our consolidated results of operations, financial position or cash flow.

THINKING GREEN

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

Reclassifications

Certain amounts have been reclassified and represented to conform to the current consolidated financial statement presentation.

NOTE 2 – Financial Condition and Going Concern

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained operating losses in the current and prior years and may not achieve the level of profitable operations to sustain its activities. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that Thinking will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Thinking. If adequate working capital is not available to Thinking it may be required to curtail its operations.

NOTE 3 – Advances

The Company has advanced $2,500 to a shareholder who is active in business operations to be used as an expense advance for corporate operations.

NOTE 4 – Income Taxes

Effective January 1, 2007, we adopted the provisions of ASC 740-10 (formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740-10 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and consolidated statements of operations.

At the adoption date of January 1, 2007, we had no unrecognized tax benefit, which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the year ended December 31, 2017.

We classify interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations under general and administrative expenses. As of December 31, 2017, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2016, 2015 and 2014 federal return remains open to examination.

THINKING GREEN

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The components of deferred income tax assets (liabilities) at December 31, 2017, were as follows:

NOTE 5 – Notes Payable

Non-Related Party Notes

The Company has three notes payable to an individual totaling $27,000 due September 26 to October 11, 2018 that bears interest at 5%.

The Company will pay any principle and accrued interest on the maturity dates.

NOTE 6 – Equity

The Company has 75,000,000 shares authorized consisting of 73,000,000 shares of common stock at $0.001 par value and $2,000,000 shares of Serial Preferred Stock at $0.001 par value. Each share of common stock shall entitle the holder thereof to one vote on any matter submitted to a vote of or for consent of holders of common stock. In the event of any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company and any amounts to which the holders of any Serial Preferred Stock shall be entitled, as hereinafter provided, the holders of Common Stock shall be entitled to share ratably in the remaining assets of the corporation.

Voting Rights

The holders of the shares of Common Stock or Serial Preferred Stock shall not be entitled to cumulative voting on any matter. Except as otherwise required by law or pursuant to any other provision hereof, the holders of Serial Preferred shall have no voting rights.

Common Stock

The Company issued 1,000,000 shares of its common stock at $.001 per share on September 30, 2016 for total cash consideration of $1,000.

The Company issued 25,000 shares of its common stock at $.01 per share on December 29, 2017 for total consideration of $250 for services rendered.

THINKING GREEN

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

NOTE 7 – Purchase and Sale Agreement/Acquisition of Land

On December 4, 2017, the Company entered into an agreement to fifty acres of unimproved land for a total purchase price of $1,500,000 in cash and contingent warrants. The contingent warrants allow the purchase of 7,695,000 shares of common stock at $0.065 per share. The exercise date of these warrants is the earlier of June 1, 2018 or 5 days following the title escrow closing. As of December 31, 2017, none of these warrants have been exercised.

NOTE 8 – Contingencies and Litigation

At the report date, the Company had no material unrecorded contingencies.

NOTE 9 – Subsequent Events

The Company has evaluated all events that occurred after the consolidated balance sheet date of December 31, 2017 through April 10, 2018, the date the consolidated financial statements were available to be issued. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

PART III – EXHIBITS

Index to Exhibits

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 Henderson, State of Nevada, on April 10, 2018.

This Offering Statement has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Richard Ham                    

Richard Ham

Chairman of the Board, Chief Executive Officer (Principal Executive Officer),

Principal Financial Officer and Principal Accounting Officer

April 10, 2018

Exhibit 2.1

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684-5706

1. Name of Corporation:

Thinking Green

2. Registered Agent for Service of Process:

Commercial Registered Agent: The Corporate Place, Inc.

3. Authorized Stock:

Number of shares with par value: 75,000,000

Par value per share $0.001

Number of shares without par value: 0

4. Names and Addresses of the Board of Directors/Trustees

5. Purpose:

The purpose of the corporation shall be:

To engage in any legal or lawful activity

6. Name, Address and Signature of Incorporator:

Richard Ham, 601 E. Charleston Blvd., Suite 100, Las Vegas, NV 89104

/s/ Richard Ham                              

Incorporator Signature

7. Certificate of Acceptance of Appointment of Registered Agent

I hereby accept appointment as Registered Agent for the above Entity:

Articles of Incorporation

Page 2

Thinking Green

ARTICLE III is as follows:

The aggregate number of shares which the corporation shall have the authority to issue is Seventy-Five Million (75,000,000) that consists of Seventy-Three Million (73,000,000) shares of common stock at $0.001 par value, and Two Million (2,000,000) shares of Serial Preferred Stock at $0.001 par value.

SECTION A. Each share of Common Stock shall entitle the holder thereof to one vote on any matter submitted to a vote of or for consent of holders of Common Stock. Subject to the provisions of applicable law and this Article Ill, any dividends paid or distributed on or with respect to the Common Stock of the corporation shall be paid or distributed ratably to the holders of its Common Stock. In the event of any liquidation. dissolution or winding-up of the corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the corporation and any amounts to which the holders of any Serial Preferred Stock shall be entitled, as hereinafter provided, the holders of Common Stock shall be entitled to share ratably in the remaining assets of the corporation.

SECTION B. Subject to the terms and provisions of this Article Ill, the Board of Directors is authorized to provide from time to time for the issuance of shares of Serial Preferred Stock in series and to fix and determine from time to time before issuance the designation and relative rights and preferences of the shares of each series of Serial Preferred Stock and the restrictions or qualifications thereof, including, without limiting the generality of the foregoing, the following:

SECTION C. The holders of the shares of Common Stock or Serial Preferred Stock shall not be entitled to cumulative voting on any matter.

SECTION D. Voting Rights. Except as otherwise required by law or pursuant to any other provision hereof, the holders of Serial Preferred shall have no voting rights.

SECTION E. Conversion Rights. The holders of Serial Preferred shall have rights with

respect to the conversion of the Preferred into shares of Common Stock (the 'Conversion Rights) as determined by the Board of Directors.

SECTION F. No Redemption. The Company shall be under no obligation to redeem all or any portion of the Preferred at any time.

Exhibit 2.2

BYLAWS

OF

THINKING GREEN

ARTICLE I

OFFICES

The Company shall maintain a principal office in the State of Nevada as required by law. The Company may also have offices in such other places, either within or without the State of Nevada, as the Board of Directors direct and the business of the Company requires.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place. Meetings of the stockholders of the Company shall be held at such place, either within or without the State of Nevada, as may from time to time be designated by the Board of Directors, Chairman of the Board, the Vice-Chairman of the Board, and/or the President, and as stated in the notice of meeting.

Section 2. Annual Meeting. Commencing in 2014, an annual meeting of the stockholders of the Company shall be held in each year on the first Monday in March of each and every year (or if that be a legal holiday, then on the next business day) between the hours of 9:00 A.M., and 4:00 P.M., or such other date and time as may from time to time be designated by the Board of Directors, for the election of directors and for the transaction of such other business as may be properly brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called on the order of the Chairman of the Board, the Vice-Chairman of the Board, the President or a majority of the Board of Directors.

Section 4.  Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding stock entitled to vote with respect to the subject matter of the action, except that if any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required.

Section 5. Notice. Written notice of all meetings of the shareholders shall be mailed to or delivered to each stockholder at least 10 days, but not more than 60 days, before such meeting and shall state the purpose or purposes for which the meeting is called.

Section 6. Quorum. The holders of a majority of the issued and outstanding shares of the common capital stock of the Company entitled to vote thereat, present in person, or represented by proxy, duly filed with the Secretary of the Company prior to the meeting, shall constitute a quorum for the transaction of business at all meetings of the stockholders, except as may otherwise be provided by law, but if there be less than a quorum, the holders of a majority of the stock so present or represented may adjourn the meeting from time to time.

Section 7. Voting. At all meetings of the stockholders, every registered owner of shares entitled to vote may vote in person or by proxy and shall have one vote for each such share standing in his name on the books of the Company. At all elections of directors, the voting shall be by ballot. The chairman presiding at any meeting of stockholders, shall have power to appoint two or more persons to act as inspectors or tellers to receive, canvass, and report the votes cast by the stockholders at such meeting; but no candidate for the office of director shall be appointed as inspector or teller at any meeting for the election of directors.

Section 8. Chairman of Meeting. The Chairman of the Board or, in his absence and in the order of seniority and if present and acting, the Vice-Chairman of the Board, if any, the President or a Vice President shall preside at all meetings of the stockholders; and, in the absence of the Chairman of the Board, Vice-Chairman of the Board, President and Vice President, the Board of Directors may appoint any stockholder to act as chairman of the meeting.

Section 9. Secretary of Meeting. The Secretary of the Company shall act as secretary of all meetings of the stockholders; and, in his absence, the chairman, or Board of Directors, may appoint any person to act as secretary of the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Management of Company. The property, business, and affairs of the Company shall be managed and controlled by its Board of Directors.

Section 2. Number, Tenure, and Qualification. The Board of Directors shall consist of such number as shall be determined by the shareholders at their annual meeting prior to election, but in no event less than one (1), nor more than fifteen (15). A director need not be a shareholder of the Corporation, or resident of the State of Nevada. Each director shall hold office until the next annual meeting of shareholders, and until his successor shall have been duly elected and qualified.

Section 3. Regular Meetings. A regular meeting of the Board of Directors sha11 be held without other notice than this By-law, immediately after, and at the same place as, the annual meeting of the shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution. The place of meeting for any annual or regular meeting called by the Board of Directors may include one or more of the directors participating in the meeting by telecommunications and must be so designated in the minutes.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Vice-Chairman of the Board, the President, or at the request of a majority of the Board of Directors. The person or persons authorized to call special meetings may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them. The place of meeting for any special meeting called by the Board of Directors may include one or more of the directors participating in the meeting by telecommunications and must be so designated in the minutes.

Section 5. Notice. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The Consent of Waiver of Notice may be signed and transmitted by facsimile with hard copy to be mailed or delivered as to be recorded in the minutes. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

Section 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including those caused by an increase in number of directors, as well as by resignation or death, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 9. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 10. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 11. Executive Committee. The Board of Directors, by resolution duly adopted by a majority vote of the whole Board then in office may designate one or more of their number, along with others, to constitute an Executive Committee, which committee shall have and exercise all the powers of the Board while it is not in session, subject only to such limitation as may be provided by the resolution creating such committee.

Section 12. Other Committees. The Board of Directors may by resolution appoint other committees in the manner prescribed by law as the business of the Company may require.

ARTICLE IV

OFFICERS

Section 1. Number. The Officers of the corporation shall consist of a President, who in the absence of a duly elected and qualified Chief Executive Officer shall be the chief executive officer of the Company, a Secretary, Treasurer, and Resident Agent, as well as such Chief Executive Officer, Chief Operating Officer, and such Vice-Presidents, including an Executive Vice-President, and such assistant secretaries, assistant treasurers, agents and factors, as the Board of Directors may appoint, each of whom shall be elected by the Board of Directors. Any person may hold two or more offices.

Section 2. Election and Term of Office. The Officers of the corporation to be elected by the Board of Directors shall be elected annually at the regular meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer, agent, or factor elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the corporation, and subject to the control of the Board of Directors. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He shall be the Chairman of the Board.

Section 6. President. The President shall, in general, supervise and control all of the business and affairs of the corporation subject at all times to the direction of the Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. He shall, in the absence of the Chief Executive Officer, when present, preside at all meetings of the shareholders and of the Board of Directors. He shall be the Vice-Chairman of the Board if elected to the Board of Directors. In the absence of a duly elected and qualified Chief Executive Officer, the President shall be the principal executive officer of the corporation and subject to the control of the Board of Directors and shall be the Chairman of the Board.

Section 7. Vice-President(s). The Vice-President or Vice-Presidents shall assist the President, and in his absence, one of their number as designated by the Board of Directors, shall preside at all meetings of the shareholders and of the Board of Directors. A Vice-President when authorized by the Board of Directors may sign, with the secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws, to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to his office, subject at all times to the direction of the Chief Executive Officer or the President in the absence of a duly elected and qualified Chief Executive Officer, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 8. Secretary. The Secretary shall: (a) keep the minutes of the Shareholders' and Board of Director's meetings, as well as minutes of meetings of Committees, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws, or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d)Keep a register of the post office address of each shareholder which shall be furnished to the Secretary by each such shareholder; (e) sign with the President, or an authorized Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) maintain at the Company's principal office in Nevada a certified copy of the Articles of Incorporation and all Amendments thereto, a certified copy of the By-Laws and all Amendments thereto, and a stock ledger or duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the Company, showing their places of residence, if known, and the number of shares held by them respectively, or in lieu of such stock ledger or duplicate stock ledger, a statement setting out the name of the custodian of such ledger or duplicate, and the present and complete post office address, including street and number, if any, where same is kept; (h) in general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him by the Chief Executive Officer or the President in the absence of a duly elected and qualified Chief Executive Officer, or by the Board of Directors.

Section 9. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; and (b) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chief Executive Officer or the President in the absence of a duly elected and qualified Chief Executive Officer, or by the Board of Directors.

Section 10. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President, or an authorized Vice-President, certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or the President in the absence of a duly elected and qualified Chief Executive Officer, or by the Board of Directors.

Section 11. Salaries. The salaries of the Officers shall be fixed from time to time by the Board of Directors and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any Officer, or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

Section 2. Loans. No loan shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such Officer or Officers, agent or agents of the Company and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries, as the Board of Directors may select.

ARTICLE VI

CAPITAL STOCK

Section 1. Stock Certificates. Certificates for stock of the Company shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the President, or an authorized Vice-President, and by the Secretary or an Assistant Secretary. If certificates are signed by a Transfer Agent, acting in behalf of the Company, and a Registrar, the signatures of the officers of the Company may be facsimile.

Section 2. Transfer Agent and Registrar. The Board of Directors shall have power to appoint one or more Transfer Agents and Registrars for the transfer and registration of certificates of stock, and may require that stock certificates shall be countersigned and registered by one or more of such Transfer Agents and Registrars. The Company cannot act as its own Registrar if the Company uses facsimile signatures of the officers of the Company on its certificates.

Section 3. Transfer of Stock. Shares of capital stock of the Company shall be transferable on the books of the Company only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares.

Section 4. Lost Certificates. In case any stock certificate of the Company shall be lost, stolen, or destroyed, the Company may require such proof of the fact and such indemnity to be given to it and to its Transfer Agent and Registrar, if any, as shall be deemed necessary or advisable by the Company.

Section 5. Holder of Record. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact, and shall not be bound to recognize any equitable or other claim to, or interest in, such 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 6. Closing of Books. The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding 60 days preceding the date of any meeting of stockholders or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock, shall go into effect; provided that, in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividends, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such dividend, or allotment of rights, or exercise such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Company after such record date fixed as herein provided.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the 31st day of December in each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by law.

ARTICLE IX

SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, "Corporate Seal".

ARTICLE X

AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

ARTICLE XI

WAIVER OF NOTICE-CONSENT

Section 1. Waiver. Whenever any notice is required to be given to any Shareholder or Director of the corporation under the provisions of these by-laws, or under the provisions of the Laws of the State of Nevada, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 2. Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board of Directors or of such Committee. Such consent shall be filed with the minutes of the proceeding.

Section 3. Consent of Stockholders. Any action required or permitted to be taken at any meeting of the Stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such consent shall be filed with the minutes of the proceedings.

ARTICLE XII

IRREGULARLY CALLED MEETINGS – RATIFICATION AND APPROVAL

Whenever all persons entitled to vote at any meeting, whether of directors or stockholders, consent, either by:

At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

Such consent or approval of stockholders or creditors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

ARTICLE XIII

INDEMNIFICATION OF OFFICERS, DIRECTORS AND KEY PERSONNEL

Section 1. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with the action, suit or proceeding if such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and that, with respect to any criminal action or proceeding, such person had reasonable cause to believe that his conduct was unlawful.

Section 2. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in the corporation’s favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses including amount paid in settlement and attorneys fees actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the corporation Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction determining, after exhaustion of all appeals therefrom, to be liable to the corporation or for amount paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 3. To the extent that a director, officer, employee or agent of a corporation had been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article XIII, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys fees, actually and reasonably incurred by such person in connection with the defense.

Section 4. The procedure for authorizing the indemnification listed in Sections 1, 2 and 3 of this Article XIII, and the limitations on such indemnification and advancement of expenses, shall be that set forth in Section 78.751 of the Nevada Revised Statutes, and shall be amended from time to time as such statute is amended.

As adopted on this 17^th day of October, 2013.

By:   /s/ Richard Ham                   

          Richard Ham, President

Exhibit 4.1

SUBSCRIPTION INSTRUCTIONS

THINKING GREEN

Instructions.

Each person considering subscribing for shares of Common Stock (the “Shares”) of Thinking Green (the “Company”) in the Company’s public offering (the “Offering”) should review the following instructions:

Subscription Agreement: Please complete, execute and deliver to the Company the following Subscription Agreement (the “Subscription Agreement”). The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the materials to you for your records.

The Company shall have the right to accept or reject any subscription, in whole or in part.

An acknowledgment of the acceptance of your subscription will be returned to you promptly after acceptance.

Payment:

(a) Payment for the amount of the Shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement by check or certified funds to the Company at the address set forth in Section 2(c)(i) of the Subscription Agreement or via wire transfer using the wire transfer instructions set forth in Section 2(c)(ii) of the Subscription Agreement.

(b) The closing of the offering of the Shares (the “Closing”) is scheduled on or about ______________, unless (i) all the Shares are sold before that date, (ii) the Company extends the Offering period or (iii) the Company otherwise elects to close the offering early or cancel it, in each case in the Company’s sole discretion.

(c) There is no minimum aggregate amount of Shares which must be sold as a condition precedent to the Closing. All funds received by the Company from accepted subscriptions for Shares sold by the Company will be immediately available to the Company for general business purposes. 

THE PURCHASE OF SHARES OF THINKING GREEN INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF THINKING GREEN’S SHARES SHOULD READ THE OFFERING CIRCULAR RELATING TO THIS OFFERING.

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SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”) acknowledges and understands that:

1. Subscription. The Subscriber hereby subscribes for the number of Shares set forth below for the aggregate subscription price for the Shares set forth below (the “Subscription Amount”).

2. Subscription Procedures. To subscribe, the Subscriber must:

_______________

_______________

_______________

and

3. Representations, Warranties and Covenants of the Subscriber. Subscriber hereby represents, warrants and covenants with and to the Company as follows:

(a) Subscriber is of legal age, as determined by the laws of his or her country of residence and is under no legal disability nor is Subscriber subject to any order which would prevent or interfere with its execution or delivery of this Agreement.

(b) Subscriber has received a copy of the Offering Circular dated ___________ __, 2018, or the Company has made available to the Subscriber an electronic version thereof as filed by the Company with the Commission, prior to or in connection with the execution of this Agreement.

(c) The Subscriber acknowledges and agrees that the subscription hereunder is irrevocable, except as required by applicable law, and that this Agreement shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of his heirs, executors, administrators, successors, legal representatives and permitted assigns.

(d) The Subscriber understands that the subscription made hereby is not binding upon the Company until accepted by the Company, as evidenced by the delivery to the Subscriber of the Company’s signed counterpart to this Agreement executed by a duly authorized officer of the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion.

(e) The Subscriber understands that (i) if this subscription is rejected in whole, the Company shall return to Subscriber, without interest, the payment tendered by Subscriber for the Shares, in which case the Company and Subscriber shall have no further obligation to each other hereunder or (ii) in the event of a partial rejection of this subscription, Subscriber’s payment will be returned to Subscriber, without interest, whereupon Subscriber agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.

(f) Except as set forth in the Offering Circular, no representations or warranties, oral or otherwise, have been made to Subscriber by the Company or any other person, whether or not associated with the Company or the Offering. In entering into this transaction, Subscriber is not relying upon any information, other than that contained in the Offering Circular and the exhibits thereto and the results of any independent investigation conducted by Subscriber at Subscriber’s sole discretion and judgment.

(g) Subscriber is aware that the purchase of the Shares is a speculative investment involving a high degree of risk and that there is no guarantee that the Subscriber will realize any gain from this investment and that the Subscriber could lose the total amount of the Subscriber's investment.

(h) Subscriber understands that no federal or state agency has made any finding or determination regarding the fairness of this Offering, or any recommendation or endorsement of the Shares or the Offering.

(i) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the Subscriber is a partnership, corporation, trust, or other entity, (i) the Subscriber has the full power and authority to execute this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (ii) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.

(j) The address shown under the Subscriber's signature at the end of this Agreement is the Subscriber's principal residence if he or she is an individual, or its principal business address if a corporation or other entity.

(k) All information herein concerning the Subscriber is correct and complete as of the date this Agreement was executed by the Subscriber.

4. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with and to the Subscriber as follows:

(a) The Company is duly formed and validly existing under the laws of Nevada, with full power and authority to conduct its business as it is currently being conducted and to own its assets; and has secured any other authorizations, approvals, permits and orders required by law for the conduct by the Company of its business as it is currently being conducted.

(b) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.

(c) The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary corporate action on the part of the Company.

(d) The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.

5. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Subscriber.

6. Entire Agreement. This Agreement, together with any instruments executed simultaneously herewith, constitutes the entire agreement between the parties.

7. Further Assurances. The parties agree to execute any and all such other and further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Agreement and the intent and purposes hereof.

8. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.

9. Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Nevada, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

11. Confirmation of Sale. The Subscriber acknowledges and agrees that such Subscriber’s receipt of the Company’s signed counterpart to this Agreement shall constitute written confirmation of the Company’s sale of Shares to such Subscriber.

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SUBSCRIPTION INFORMATION

Type of Ownership: (You must check one box):

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on this ____ day of ____________, 20___.

Subscriber:

Joint Subscriber: (if necessary):

ACCEPTANCE OF SUBSCRIPTION.

Accepted this _______ day of ____________, 20___:

THINKING GREEN

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

EXECUTION BY SUBSCRIBER WHICH IS A CORPORATION, PARTNERSHIP, TRUST, ETC.

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on this ____ day of ____________, 20___.

ACCEPTANCE OF SUBSCRIPTION.

Agreed and Accepted this _______ day of ____________, 20___:

THINKING GREEN

Exhibit 6.1

PROMISSORY NOTE

1.       Principal. For value received, Thinking Green, a Nevada corporation (“Maker”), promises to pay to the order of _______________ (“Holder”), of ___________, ___ at such place as Holder may from time to time designate in writing, the principal sum of $_______ (the “Obligation”), which represents the principal amount advanced by Holder to Maker.

2.       Interest. Interest shall be ___ percent (___%) per annum from receipt of the obligation from the Holder. Interest will be charged on the unpaid principal until the full amount of principal has been paid both before and after the occurrence of a default.

3.       Maturity Date. Maturity Date shall mean __________________ from the date hereof.

4.       Prepayment. Maker shall be entitled to prepay this Note prior to the Maturity Date without premium or penalty. Any payments shall be applied first to unpaid accrued interest and the balance, if any, to outstanding principal. The Holder may make demand at any time by giving Maker ten (10) days written notice stating the time and place for Maker to make payment in full.

5.       Events of Default. The occurrence of any of the following events shall constitute an Event of Default hereunder

(a)       Failure of Maker to pay the principal and interest upon the Maturity Date;

(b)       Failure of Maker to pay any amount or perform any other obligation under the Agreement;

(c)       Maker shall admit in writing its inability to, or be generally unable to, pay its undisputed debts as such undisputed debts become due;

(d)       Maker shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts; (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against him in an involuntary case under the United States Bankruptcy Code; or (vi) take any action for the purpose of effecting any of the foregoing;

(e)       A proceeding or case shall be commenced, without the application or consent of Maker, in any court of competent jurisdiction, seeking: (i) its financial reorganization, liquidation or arrangement, or the composition or readjustment of its debts; (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of Maker or of all or any substantial part of its property; or (iii) similar relief in respect of Maker under any law relating to bankruptcy, insolvency, reorganization or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 30 or more days; or an order for relief against Maker shall be entered in an involuntary case under the United States Bankruptcy Code; or

6.       Remedies; Late Payment Penalty. Upon the occurrence of an Event of Default and without demand or notice, Holder may declare the principal amount then outstanding of, and the accrued interest on, the Obligation of Maker to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Maker and Maker may exercise all rights and remedies available to it under the Agreement or any succeeding agreement).

7.       Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note and expressly agrees that, without in any way affecting the liability of Maker hereunder, Holder may extend any maturity date or the time for payment of any installment due hereunder, accept security, release any party liable hereunder and release any security now or hereafter securing this Note. Maker further waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security agreement, lease assignment, guaranty or other agreement now or hereafter securing this Note.

8.       Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

9.       Interest Rate Limitation. Holder and Maker stipulate and agree that none of the terms and provisions contained herein or in the Agreement shall ever be construed to create a contract for use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of Nevada. In such event, if any Holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of Nevada, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of Holder, be credited to the payment of the sums due hereunder or returned to Maker.

10.       Number and Gender. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires.

11.       Headings. Headings at the beginning of each numbered paragraph of this Note are intended solely for convenience and are not to be deemed or construed to be a part of this Note.

12.       Choice of Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada. Any action to enforce this Note shall be brought in state or federal courts located in Las Vegas, Nevada.

13.       Miscellaneous.

(a)       All notices and other communications provided for hereunder shall be in writing and shall be delivered by United States mail, certified or registered, return receipt requested to the respective party at the address provided in the Agreement or otherwise provided for such purpose.

(b)       No failure or delay on the part of Holder or any other holder of this Note to exercise any right, power or privilege under this Note and no course of dealing between Maker and Holder shall impair such right, power or privilege or operate as a waiver of any default or an acquiescence therein, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative to, and not exclusive of, any rights or remedies, which Holder would otherwise have. No notice to or demand on Maker in any case shall entitle Maker to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Holder to any other or further action in any circumstances without notice or demand.

(c)       Maker and any Guarantors of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind.

(d)       Maker may not assign its rights or obligations hereunder without prior written consent of Holder. Subject to compliance with applicable federal and state securities laws, Holder may (i) assign all or any portion of this Note without the prior consent of Maker or (ii) sell or agree to sell to one or more other persons a participation in all or any part of the Note without the prior consent of Maker. Upon surrender of the Note, Maker shall execute and deliver one or more substitute notes in such denominations and of a like aggregate unpaid principal amount or other amount issued to Holder and/or to Holder’s designated transferee or transferees. Holder may furnish any information in the possession of Holder concerning Maker, or any of its respective subsidiaries, from time to time to assignees and participants (including Prospective assignees and participants).

IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and delivered as of the day and year and at the place first above written.

MAKER:

Thinking Green, a Nevada corporation

______________________

BY:

ITS:

Exhibit 6.2

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THINKING GREEN

COMMON STOCK PURCHASE WARRANT

1.       Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by THINKING GREEN, a Nevada corporation (the “Company”), ________, a ____ corporation, or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until ____ P.M., Pacific Time, on the earlier of the ___________ or the date subject to the Triggering Event as defined and provided in Section 2 hereof (the “Expiration Date”), ___________(_____) fully paid and nonassessable shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of $_____ per share. The shares of Common Stock issued upon exercise of this Warrant are referred to as “Warrant Shares.”

a.       Consideration: Consideration for this Common Stock Purchase Warrant (the “Warrant”) is provided as part of that specific ____________________ between the Company and Holder.

2.       Exercise of Warrant. This Warrant is exercisable in whole only (and not in part) for five (5) days following the Triggering Event (as hereinafter defined) (the “Warrant Exercise Period”). Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company, by electronic or facsimile transmission as provided in Section 8 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant Certificate) as provided in this paragraph. The date such Notice of Exercise is delivered, electronically or faxed transmitted to the Company shall be the “Exercise Date,” provided that, if this Warrant has been fully exercised, the Holder of this Warrant tenders this Warrant Certificate to the Company within five (5) business days thereafter. The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, if relevant, with, together with appropriate payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or book entry for the shares of Common Stock so purchased. The Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by certified or official bank check or wire transfer. The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this Section 2 on the Exercise Date provided that the shares are paid in full by Holder. For purposes herein, the “Triggering Event” shall mean ________________________________________ DESCRIBED HEREIN AS EXHIBIT A.

3.       Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of the then outstanding balance of this Warrant such number of shares of its Common Stock as shall be required for issuance of the Warrant Shares.

4.       Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

5.       Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6.       Share Allocation. The Parties have reviewed ___________________ Exhibit B and hereby agree and acknowledge the share allocations, which are applicable to this Warrant.

7.       Assignment. Holder may not assign this Warrant Agreement without prior written consent of the Company.

8. Termination. In connection with the transactions described herein under Section 1a, the parties hereto have also entered into a Put Option in favor of the Company, as described in that agreement entitled “Put Option Agreement.” and the exercise, if any, of such Put Option by the Company shall occur only if Holder does not exercise this Warrant during the Warrant Exercise Period. If Holder actually pays for and receives the Common Stock that is the subject of this Agreement, then the Put Option Agreement shall become void and shall immediately terminate.

9.       Transfer to Comply with the Securities Act. This Warrant has not been registered under the Securities Act of 1933, as amended, (the “Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

10.       Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by electronic or facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by electronic or facsimile transmission, or, if mailed, two days after the date of deposit in the United States mails, as follows:

Any party may be notice given in accordance with this Section to the other parties designate another address or person for receipt of notices hereunder.

11.       Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

12.       Governing Law. This Warrant shall be governed by and construed and interpreted in accordance with the laws of the state of Nevada applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of law.

13.       Consent to Jurisdiction and Service of Process. The Company consents to the jurisdiction of the Clark County Superior Court or the United States District Court in Las Vegas Nevada

14.       Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

15.       Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the th day of _____, 20_____.

NOTICE OF EXERCISE OF WARRANT

The undersigned, the Holder of the attached Warrant, hereby irrevocably elects to exercise the right, represented by the attached Warrant Certificate dated as of ________ __, 2018, to purchase shares of the Common Stock, $0.001 par value, of Thinking Green and tenders herewith payment of $ __________ in accordance with Section 2 of said Common Stock Purchase Warrant.

The Holder requests that the certificate (certificate or book entry) for such securities be issued in the name of and delivered to:

EXHIBIT A

EXHIBIT B

Exhibit 8.1

FORM AGREEMENT SUBJECT TO REVIEW

Escrow Services Agreement

This Escrow Services Agreement (this “Agreement”) is made and entered into as of [●] by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”) and [●] (“Issuer”) for its offering known as “[●]”.

Recitals

WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its offering materials, securities pursuant to Regulation A+ promulgated by the SEC as modified by final rules adopted per Title IV of the Jumpstart Our Business Startups (JOBs) Act or other federal or state exemption from registration, either directly (“issuer-direct”) and/or through one or more registered broker-dealers as a selling group (“Syndicate”), the equity and/or debt securities of Issuer (the “Securities”) in the amount of at least [●] (the “Minimum Amount of the Offering”) up to the maximum amount of [●] (the “Maximum Amount of the Offering”).

WHEREAS, Issuer desires to establish an Escrow Account in which funds received from prospective investors (“Subscribers”) will be held during the Offering, subject to the terms and conditions of this Agreement. Prime Trust agrees to serve as Escrow Agent (“Escrow Agent”) for the Subscribers with respect to such Escrow Account in accordance with the terms and conditions set forth herein. This includes, without limitation, that the Escrow Account will be held at an FDIC member bank in a separately named (as defined below) account. For purposes of communications and directives, Escrow Agent shall be the sole administrator of the Escrow Account.

Agreement

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the contingency has been satisfied by the sale of the Minimum of such Securities to such investors in bona fide transactions that are fully paid for, in accordance with Regulation D and as specified in the offering documents. Even after a sale of securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed.

In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Memorandum. Issuer represents that no funds have yet been raised for [●] and that all funds to be raised for [●] will be deposited in the Escrow Account established by Escrow Agent.

Funds Hold — clearing, settlement and risk management policy: All parties agree that funds are considered “cleared” as follows:
* Wires — 24 hours after receipt of funds
* Checks — 10 days after deposit
* ACH — As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds, for risk reduction and protection the Escrow Agent will agree to release, starting 10 calendar days after receipt and so long as the offering is closed, the greater of 94% of funds or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to Prime Trust any funds recalled pursuant to Federal regulations.

Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent in its sole and absolute discretion deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices.

In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account.

Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Issuer agrees without exception that it is liable to Escrow Agent to pay and agrees to pay Escrow Agent, even under circumstances where Issuer has entered an agreement that said fees are to be paid by another party. All fees are charged immediately upon receipt of this Agreement and then immediately as they are incurred in Escrow Agents performance hereunder, and are not contingent in any way on the success or failure of the Offering. Furthermore, Escrow Agent is exclusively entitled to retain as part of its compensation any and all investment interest, gains and other income earned pursuant to item 6 above. No fees, charges or expense reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either Issuers credit card or ACH information on file with Escrow Agent. Escrow Agent may also collect its fee(s), at its option, from any custodial funds due to Issuer. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by Issuer or Escrow Agent shall be paid out of or chargeable to the investor funds on deposit in the Escrow Account.

All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of Escrow Funds.

Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to items 3, 4, 5, 10, 11, 12, 14, and 15 of this Agreement. Escrow Agent shall be compensated for the services rendered as of the date of the termination or removal.

Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

Any party may change their notice or email address giving notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m. Eastern time, provided that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid, certified mail, return receipt requested. Furthermore, all parties hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth above or as otherwise from time to time changed or updated in Prime Trusts systems, directly by the party changing such information, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider or technology, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer or Portal, including statements, and if such documents are desired then that party agrees to directly and personally print, at their own expense, the electronically-sent communication(s) or dashboard reports and maintaining such physical records in any manner or form that they desire. Your Consent is Hereby Given: By signing this Agreement electronically, you explicitly agree to this Agreement and to receive documents electronically, including your copy of this signed Agreement as well as ongoing disclosures, communications and notices.

PRIVACY ACT STATEMENT: Section 6109 of the Internal Revenue Code requires you (Issuer) to provide us with your correct Taxpayer Identification Number (TIN).

Under penalty of perjury, by signing this Agreement below I certify that: 1) the number shown above is our correct business taxpayer identification number; 2) our business is not subject to backup withholding unless we have informed Prime Trust in writing to the contrary; and 3) our Company is a U.S. domiciled business.

Consent is Hereby Given: By signing this Agreement electronically, Issuer explicitly agrees to receive documents electronically including its copy of this signed Agreement and the Business Custodial Agreement as well as ongoing disclosures, communications, and notices.

Agreed as of the date set forth above by and between:

[●]

By:__________________

Name:________________

Title:_________________

Prime Trust, LLC

By:__________________

Name:________________

Title:_________________

Exhibit 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form 1-A of our report dated April 10, 2018 relating to the financial statements of Thinking Green, appearing in the Offering Statement, which is a part of such Registration Statement.

/S/ Thayer O’Neal Company, LLC

Thayer O’Neal Company, LLC

Houston, Texas

April 11, 2018

Exhibit 12.1

April 11, 2018

Thinking Green

170 S. Green Valley Parkway, Suite 300

Henderson, Nevada 89012

Re: Opinion of Counsel – Offering Statement on Form 1-A

To the Board of Directors:

I have been engaged as counsel to Thinking Green., a Nevada corporation, in connection with the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 12,500,000 shares of the company’s common stock, par value $0.001, pursuant the exemption from registration provided for by Regulation A, promulgated under the Securities Act of 1933.

In connection with the opinion contained herein, I have examined the offering statement, the articles of incorporation and bylaws, the minutes of meetings of its board of directors, as well as all other documents necessary to render an opinion. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, I am of the opinion that the 12,500,000 common shares being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

The opinion opines upon the laws of the State of Nevada and reported judicial decisions interpreting those laws. This opinion does not address or relate to any specific state securities laws. I assume no duty to communicate with the registrant in respect to any matter that comes to my attention after the date of effectiveness of the registration statement.

I further consent to the use of this opinion as an exhibit to the offering statement and to the reference to my firm in the prospectus made part of the offering statement.