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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 SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 3 , 2023

MODVANS INC.

530 Constitution Avenue

Camarillo, CA 93012

www.modvans.com

805-856-6588

UP TO 187,500,000 SHARES OF CLASS B NON-VOTING COMMON STOCK

MAXIMUM OFFERING AMOUNT: $75,000,000

MINIMUM INVESTMENT: $1,000

ModVans Inc., a Delaware corporation (“ModVans” or the “Company”), is offering 187,500,000 shares of our Class B Non-Voting Common Stock (the “Class B Stock”) at an offering price of $0.40 per share on a “best efforts” basis. See “Description of Securities” beginning on page 27. The offering will terminate on the earlier of (i) December 31, 2024, (ii) the date at which $75,000,000 of shares have been sold in the offering, or (iii) the date at which the offering is earlier terminated by the Company in its discretion (the “Termination Date”).

We expect to commence the sale of the Shares as of the date on which the offering statement of which this offering circular is a part is qualified by the United States Securities and Exchange Commission (the “Commission”). At least every 12 months after the offering statement has been qualified by the Commission, the Company will file a post-qualification amendment to include its most recent financial statements.

Investing in our Class B Stock involves a high degree of risk.

See “Risk Factors” beginning on page 3.

(1) Not including legal, accounting and printing expenses and payment processing fees of the offering, which are estimated at $1,625,000 for a fully subscribed offering, not including state filing fees, and not including estimated marketing expenses of $3,750,000 for a fully subscribed offering.

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

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

Sales of these securities will commence on approximately [_____________], 2023

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

Table of Contents

References in this offering circular to “ModVans,” “the Company,” “we,” “us,” or “our” mean ModVans Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PLAN,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUMMARY

This summary highlights information contained in this offering circular. It is not complete and does not contain all the information that may be important to you. We urge you to read the entire offering circular carefully, including the “Risk Factors” and our financial statements and the related notes included in this offering circular, before deciding to invest in this offering.

The Company

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com.

To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer, such as Ford, and convert them into motorhomes. Technically, we are a “second stage vehicle manufacturer.” We are also a licensed and certified recreational vehicle (“RV”) manufacturer. Our certifications allow our customers access to RV financing, warranties, and insurance. With long term RV financing and low-cost RV insurance, our vehicles have monthly costs similar to a new sport utility vehicle (“SUV”).

We offer six (6) vehicle models in three (3) different sizes. Our patented, award winning, uniquely designed vehicles fit the sweet spot between SUVs and traditional RVs. Many of our customers replace their everyday vehicle with a ModVans vehicle. Our base models have traditional RV systems with propane heating, status display, and mechanical control switches. Our /X Series features giant batteries, giant solar charging systems, high efficiency direct current (“DC”) heating and cooling, and high-tech, application-based RV monitoring and control systems.

Our current chassis are powered by standard internal combustion engines. We are working aggressively on our plan to develop fully electric E-RV models.

ModVans has been in business for five (5) years and has delivered over 160 vehicles to customers all over the United States. We have grown production and revenue every year, had GAAP revenue of $4.6 million in 2022, and upgraded our factory from 8,400 to 22,572 square feet in March 2023.

Our principal executive offices are located at 530 Constitution Avenue, Camarillo, CA 93012, and our telephone number is 805-856-6588. Our website address is www.modvans.com. The information contained in our website does not constitute part of this offering circular.

The Offering

Selected Risks Associated with Our Business

RISK FACTORS

An investment in our Class B Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this offering circular, before making an investment decision. If any of the following risks actually occur, our business, financial condition, or results of operations could suffer and you could lose all or part of your investment.

Risks Related to our Business

We have a history of losses from operations and may not achieve or maintain profitability in the future.

The Company has a history of losses from inception and there can be no assurance that we will operate profitably. We cannot assure you that we will achieve or sustain profitability or that our operating losses will not increase in the future. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis in the future. We may incur net losses in the future as we increase expense levels on research and development, engineering, manufacturing, marketing, sales and administration as we expand our production capacity and develop new products.

Our business may be affected by certain external factors beyond our control.

Companies within the recreational vehicle industry are subject to volatility in operating results due to external factors, such as general economic conditions, credit availability, consumer confidence, employment rates, prevailing interest rates, inflation, other economic conditions affecting consumer attitudes and disposable consumer income, demographic changes and political changes. Specific external factors that may affect our business include:

Our operations are dependent upon the services of our executive management and other key individuals, in particular our founder and Chief Executive Officer Peter J. Tezza II, and their loss could materially harm us.

We rely upon the knowledge, experience and skills of our executive management and other key employees to manage our operations and grow our business. This is particularly true of our founder and Chief Executive Officer, Peter J. Tezza II. Our future success depends on, among other factors, our ability to attract and retain executive management, key employees and other qualified personnel. Upon the departure of such employees, our success may depend upon the existence of adequate succession plans. The loss of our executive management or other key employees or the failure to attract or retain qualified employees could have a material adverse effect on us in the event that our succession plans prove inadequate.

Fuel shortages, or high prices for fuel, could have a negative effect on sales of our recreational vehicles.

Gasoline or diesel fuel is required for the operation of our current vehicle models. Shortages or rationing of gasoline and diesel fuel, and significant, sudden increases in the price of fuel have had a material adverse effect on the recreational vehicle industry as a whole in the past and could have a material adverse effect on our business in the future.

We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business.

We intend to increase our production capacity and expand our business significantly in the coming years. Growing our business rapidly will present challenges for our management team. It will require the acquisition of additional manufacturing facilities and skilled labor. We have limited experience manufacturing our products at a large scale. If we are unable to effectively manage our growth, we could face delays and costs that would harm our ability to meet our growth targets and have an adverse effect on our revenues and results of operations.

We expect competition for our products and services.

Many of our competitors and potential competitors are well established and have greater financial, research and development, technical, manufacturing and marketing resources than we have today. They may have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of products more quickly than we can. As of today, there can also be no assurance that current and future competitors will not develop new, enhanced or more cost-effective vehicles.

Changes in consumer preferences for our products, or our failure to gauge those preferences, could lead to reduced sales or otherwise negatively impact our business.

We cannot be certain that historical consumer preferences for recreational vehicles in general, and our products in particular, will remain consistent. Recreational vehicles are generally used for recreational purposes, and demand for our products may be adversely affected by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase our products.

Consumer preferences in vehicles, automotive manufacturers’ responses to those preferences, and governmental mandates could also result in changes in consumer preferences for recreational vehicles or the types of recreational vehicles preferred. These changes could include shifts to smaller vehicles, electric vehicles, autonomous vehicles or other unanticipated changes.

Our ability to remain competitive depends on our ability to provide innovative product offerings. We believe that the introduction of new features, designs and models will be critical to our future success. Products may not be accepted for a number of reasons, including changes in consumer preferences or our failure to properly gauge consumer preferences. Further, we cannot be certain that new product introductions will not reduce revenues from existing models and adversely affect our results of operations. In addition, our revenues may be adversely affected if our new models and products are not introduced to the market on time or are not successful when introduced. Finally, our competitors’ new products may obtain better market acceptance or render our products obsolete, and/or new technological advances could disrupt our industry.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate, as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

We rely on various intellectual property rights in order to operate our business. Any failure to protect our intellectual property rights, or any claims that our products or technology infringes upon the rights of others may adversely affect our business.

The Company relies on certain intellectual property rights to operate its business. We currently have one (1) patent issued to us and have filed six (6) other patent applications with the United States Patent and Trademark Office. However, the Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

We depend on third parties for chassis and other components of our vehicles, and the loss of any of these suppliers or the disruption of the operations of these suppliers could affect our ability to obtain chassis or components timely or at competitive prices, which would have a negative impact on our business and results of operations.

We depend on timely and sufficient delivery of chassis and other components from our suppliers. Ford Motor Company is our current primary supplier of chassis and we have an established wholesale purchasing relationship with Ford. Many of our component parts and materials are purchased from third parties. While van chassis are available from other manufacturers, our current designs and patterns are specific to the Ford Transit chassis. It would take time to change our designs to a different chassis and establish new wholesale purchasing arrangements with another manufacturer. In contrast, many of the parts and materials we purchase from third parties are available from multiple manufacturers and vendors. Nevertheless, it would have a negative effect on our business and results of operations if we were to lose any of our suppliers or if their operations were disrupted in a manner that resulted in delays in our ability to obtain chassis or other components timely or at competitive prices.

We experienced some of these issues in 2021 and 2022, as there was a shortage of available Ford Transit chassis due to the COVID-induced global chip shortage. We received none of the 2021 Transits we ordered wholesale from Ford but maintained and grew production by purchasing Ford Transits on the retail market from Ford dealers throughout the US and by developing a “Bring Your Own Chassis” program for our customers. We received 50% of our ordered 2022 Transits and expect production to return to normal levels in 2024. There can be no assurance that future shortages won’t affect our future production.

If customers are unable to obtain financing, we may incur decreased sales.

About 85% of all new car purchases are financed and about 90% of RVs are financed. As a certified RV manufacturer, ModVans offers its customers the option to finance their purchase through lenders that offer RV financing. RV financing is a well-established industry. Banks and other lenders typically offer consumers the option to finance RV purchases with terms up to 20 years. Any regulation affecting our ability to offer financing through third party lenders would adversely affect our business, and higher interest rates and decreased availability of consumer credit may adversely affect our sales.

If we were to become subject to product liability and other claims against us, our business, results of operations and financial condition may be harmed.

We may be subject, in the ordinary course of business, to litigation involving product liability and other claims against us, including, without limitation, wrongful death, personal injury and warranties. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. Any claims may cause the premium that we are required to pay for insurance to increase significantly.

Our products and services may experience quality problems from time to time, including from vendor-supplied parts, that could result in decreased sales and gross margin and could harm our reputation.

Our products contain hundreds of parts, many of which are supplied to us by vendors. As with all of our competitors, defects may occur in our products, including from components or materials purchased from our vendors. We cannot assure you that we will detect all such defects prior to distribution of our products. In addition, we cannot assure you that if a defect in a vendor-supplied part were to occur that the vendor would have the ability to financially rectify the defect. Failure to detect defects in our products, including vendor-supplied parts, could result in lost revenue, increased warranty and related costs and could harm our reputation.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are subject to a wide range of federal, state, and local laws and regulations relating to the manufacture and sale of our products and the conduct of our business in general. We are subject, for example, to consumer protection and unfair trade practice, environmental, health and safety, advertising, intellectual property, tax, privacy, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations. The violation of these or future requirements of laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease-and-desist order against the subject operations, or other actions that could materially adversely affect our operating results. We have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations, and we expect these costs to increase as we expand our operations.

Risks Related to the Offering

We do not anticipate paying dividends on our common stock.

We have not paid dividends on our common stock since our inception and do not anticipate paying dividends on our common stock in the foreseeable future. Instead, we intend to retain any future earnings for use in the operation and expansion of our business.

You will not have a significant influence on management of the Company.

Our executive officers and directors will make decisions regarding the day-to-day management of the Company. Except as otherwise provided by the Delaware General Corporation Law or the Company’s Certificate of Incorporation, you will not have the ability to vote on the election of directors or any other matter. You will not have the power to take part in the management of the Company and should not purchase shares in this offering unless you are willing to entrust management of the Company to our executive officers and directors.

The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as an early-stage non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations.

There is no established trading market for the shares.

There is no currently established trading market for the Company’s Class B Stock and none may develop. As a result, if you want to resell your shares in the future, you may not be able to find a buyer. You also may not be able to pledge the shares as collateral.

The Company arbitrarily set the offering price.

The offering price for the shares has been determined by us and is not necessarily related to our asset value, net worth, earnings, or other criteria of value. The factors considered in determining the offering price include an evaluation by management of the history and prospects for our industry and our earnings prospects. We cannot guarantee that the Class B Stock can be resold at the offering price or at any other price.

There is no guarantee of a return of your investment or of any specific rate of return.

There is no assurance that an investor will realize a return on their investment or that they will not lose their entire investment.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

We have raised capital in private placements of our securities and pursuant to the Commission’s Regulation Crowdfunding. These securities were not registered with the Commission or any state agency in reliance upon exemptions from such registration requirements. Such exemptions are highly technical in nature. If a court or regulatory body with the required jurisdiction were to conclude that we violated state or federal securities laws in connection with an offering of our securities, we could be required to offer rescission rights to investors in such offering, or could be subject to enforcement, regulatory or other legal action. In addition, investors would have the right to sue for damages or to rescind their purchases of our securities.

Our Certificate of Incorporation includes a forum selection provision, which could discourage lawsuits against us and limit investors’ ability to bring claims against us in judicial forums they might find preferable.

Our Certificate of Incorporation provides that, unless we consent in writing to an alternative forum, the following actions against us may only be brought in the Court of Chancery of the State of Delaware: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case, provided that the Court of Chancery has personal jurisdiction over any indispensable parties named as defendants in the action. This provision may discourage lawsuits against us and limit investors’ ability to bring these claims against us in forums they might find preferable. This forum selection provision will not apply to actions arising under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b- 2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Until such time, however, we cannot predict if investors will find our Class B Stock less attractive because we may rely on these exemptions. If some investors find our Class B Stock less attractive as a result, there may be a less active trading market for our Class B Stock and the price of our securities may be more volatile.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate Dilution

An early-stage company typically sells its shares (or grants equity incentives like options, restricted stock, or restricted stock units) to its founders and early employees and advisors at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a larger sum for their shares than the founders, early employees and advisors, and earlier investors, which means that the cash value of your stake is diluted because all the shares can be viewed as worth the same amount, and you paid more than earlier stockholders for your shares.

The following table summarizes on a pro forma basis at November 3 , 2023 the number of shares of capital stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and by investors purchasing shares of Class B Stock in the offering, before deducting estimated offering expenses and assuming all shares are sold in this offering at the offering price of $0.40 per share. All share amounts and prices per share have been adjusted to give effect to the 85 to 1 stock split effected by the Company on September 13, 2023.

The table above excludes our outstanding preferred stock and 12,546,425 shares of Class B Stock underlying restricted stock units awarded under the Company’s 2021 Equity Incentive Plan as of November 3 , 2023.

The following table demonstrates the dilution that new investors in the Company’s Class B Stock will experience upon investment in the Company. Our deficit in net tangible book value on December 31, 2022 was approximately ($853,190), or ($0.0047393) per share of common stock. Deficit in net tangible book value per share of common stock represents the amount of our total tangible assets less total liabilities, divided by the total number of shares of common stock outstanding. Dilution per share as represented below is based upon the difference between the offering price of $0.40 per share and the net tangible book value per share of common stock, as adjusted, immediately after this offering, and is based upon 136 million shares of Class A Stock and 44,024,305 shares of Class B Stock outstanding prior to the offering.

The table presents four scenarios for the convenience of the reader: a $10,000,000 raise from this offering, a $25,000,000 raise from this offering, a $50,000,000 raise from this offering, and a $75,000,000 raise from this offering, before deducting estimated offering expenses and assuming all shares sold in this offering are purchased at the offering price of $0.40 per share. All share amounts and prices per share have been adjusted to give effect to the 85 to 1 stock split effected by the Company on September 13, 2023.

The table above excludes our outstanding preferred stock and 12,546,425 shares of Class B Stock underlying restricted stock units awarded under the Company’s 2021 Equity Incentive Plan as of September 21, 2023.

Future Dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the Company. The investor’s stake in a company could be diluted due to that company issuing additional shares. In other words, when the Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. You will own a smaller piece of a larger Company.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings into the company). Dilution can also occur when a company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings.

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can change by actions taken by the company in the future.

PLAN OF DISTRIBUTION

Plan of Distribution

The Company is offering up to $75,000,000 of its Class B Non-Voting Common Stock at an offering price of $0.40 per share.

We plan to market the securities in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our offering circular or “testing the waters” materials on an online investment platform. We expect the shares offered in the offering will be sold primarily by our officers and directors. We also may sell shares through registered broker-dealers, but have no such arrangements as of the date of this offering circular.

Any participation of our officers and directors in selling efforts for all classes of securities in this offering will be conducted in accordance with Rule 3a4-1 under the Exchange Act. None of our officers or directors are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. None of our officers or directors will be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. None of our officers or directors are, or have been within the past 12 months, a broker or dealer, and none of them are, or have been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our officers and directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Officers and directors will be reimbursed for actual expenses incurred by them in connection with the offering.

The offering will terminate on the earlier of (i) December 31, 2024, (ii) the date at which $75,000,000 of shares has been sold in the offering, or (iii) the date at which the offering is earlier terminated by the Company in its discretion.

Process of Subscribing

In order to invest, you will be required to complete a subscription agreement (see Exhibit 4.1 to the offering statement of which this offering circular is a part). Investment in the offering is suitable only if an investor does not need liquidity in this investment and can afford to lose all or substantially all of the investment. An investor in the offering is not required to be an “accredited investor,” as defined in Rule 501(a) under the Securities Act. If an investor does not meet the definition of an accredited investor, however, the investor may not invest more than: (a) 10% of the greater of his or her annual income or net worth (for natural persons); or (b) 10% of the greater of its annual revenue or net assets at fiscal year-end (for non-natural persons).

An “accredited investor” is defined as:

We will review each subscription and notify each prospective investor of whether his, her or its subscription has been accepted or rejected. We may, in our sole discretion, refuse to accept any subscription tendered in connection with this offering. Subscription funds received from prospective investors whose subscriptions we do not accept will be promptly returned to such subscribers, without interest. In the event the offering is oversubscribed, we will, in our discretion, allot a lesser number of shares than are subscribed by any method that we deem proper. Subscriptions will only be accepted for full shares, and no fractional shares will be issued.

Upon acceptance of a subscription, the Company will send a confirmation of such acceptance to the subscriber. Upon confirmation that an investor’s funds have cleared, the Company will issue shares to the investor. The Company will notify an investor when shares are ready to be issued and the Company has set up an account for the investor. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our stockholder register.

If you decide to subscribe for the Class B Stock through our online investment page located at invest.modvans.com, you should complete the following steps:

Provisions of Note in our Subscription Agreement

Forum Selection Provision

The subscription agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the Company based on the agreement to be brought in a state or federal court of competent jurisdiction in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the subscription agreement. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits that may be brought to enforce contractual rights and obligations under the subscription agreement and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The subscription agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to this agreement, including any claim under federal securities laws. By signing the subscription agreement an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

USE OF PROCEEDS

We estimate that our net proceeds from the sale of Class B Stock will be approximately $69,625,000 if the maximum number of shares offered is sold , after deducting estimated offering expenses of $1,625,000 and estimated marketing expenses for the offering of approximately $3,735,000. Such offering expenses are expected to consist of legal, accounting and printing expenses and credit card processing and/or wire transfer fees for online investments. Marketing expenses are expected to consist of advertising and promotional expenses for the offering, including the development and purchase of advertising on social media platforms such as Facebook.

The primary purposes of the offering are as follows:

If we raise gross proceeds of $10 million, $25 million, $50 million, or $75 million in this offering, we intend to use the net proceeds as follows:

The table above represents our best estimate of the allocation of the net proceeds of the offering, based upon the current status of our operations, our current plans and current economic conditions. The amount and timing of expenditures will vary depending upon a number of factors, including progress of our operations, technical advances, terms of collaborative arrangements and changes in competitive conditions. We reserve the right to change the amount of the net proceeds that will be used for any purpose to the extent that management determines that a change is advisable. Accordingly, management will have broad discretion regarding the application of the net proceeds of the offering.

Pending application of the net proceeds of the offering, we intend to invest the net proceeds in short-term, interest-bearing investments, such as bank certificates of deposit, United States government obligations and money market instruments.

THE COMPANY’S BUSINESS

Overview

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com. ModVans is a certified RV manufacturer and is listed in JD Power’s NADA Guides.

We are a “second stage vehicle manufacturer.” To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer such as Ford and convert them into Class B motorhomes. We are also a licensed and certified recreational vehicle manufacturer, which allows our customers access to RV financing, warranties, and insurance. With long term RV financing and low cost RV insurance, our vehicles have monthly costs similar to new SUVs. Many of our customers replace their everyday vehicle with a ModVans vehicle.

We offer six (6) vehicle models in three (3) different sizes. ModVans’ vehicles feature unique designs targeted to large consumer vehicle market segments. Our base models have traditional RV systems with propane heating, status display, and mechanical control switches. Our three (3) /X Series models feature giant batteries, giant solar charging systems, high efficiency DC heating and cooling, and high-tech, application-based RV monitoring and control systems. Our batteries, solar charging system, heating system, circuit boards, firmware, app and cloud servers were developed from the ground up, in-house by full time ModVans employees.

Currently the chassis we build on are powered by standard internal combustion engines. We are working aggressively on our plan to develop fully electric E-RV models.

In October 2017, ModVans launched with three (3) employees out of a 2,400 square foot industrial warehouse in Ventura, California. We quickly filled the space and maxed out production at two (2) vehicles per month with eight (8) employees. In early 2020, we moved to an 8,400 square foot industrial warehouse in Oxnard, California. Once again, we outgrew this space quickly, and maxed out production capacity at five to ten (5 to 10) vehicles per month with 25 employees and inventory spread out across three (3) locations. In March 2023 we moved to our current facility, a 22,572 square foot industrial warehouse located in Camarillo, California. Since our first sales in 2018, ModVans has delivered over 160 vehicles to customers all over the United States. We have grown revenue every year, generated revenue of approximately $4.6 million in 2022, and believe we are on a pace to achieve $6 million in revenue in 2023.

One of the primary factors hindering the growth of ModVans has been insufficient production capacity to meet the current demand for our vehicles. The principal purposes of this offering are to raise funds to lease, buy or build a larger manufacturing facility in Reno, Nevada (or another suitable location) to expand our production capacity from five to ten (5-10) vehicles per month to 100 vehicles per month, purchase additional inventory and new manufacturing equipment, and to fund expenditures on research and development, particularly the continued design and development of the E-CV1, our first all-electric model.

We are raising money to add an additional production facility in Reno, Nevada, or another suitable location, and establish an RV campground thereon, complete with on-site employee housing (provided we raise at least $50,000,000 in this offering), grow current production from five to ten (5-10) vehicles per month to one hundred (100) vehicles per month by purchasing additional manufacturing equipment and inventory, and continue to develop our new fully electric E-CV1 model.

Our Products

ModVans builds six (6) different models in three (3) different sizes. Our base models have traditional RV systems with propane heating, status display, and mechanical control switches. Our /X Series models feature giant batteries (the largest available in any production RV), high efficiency DC heating and cooling, and a high-tech, app-based RV monitoring and control system.

CV1. The model CV1 was the first in a planned line of several vehicles. It is a camper van, passenger vehicle, and work truck all in one. It features removable, modular components that allow owners to adjust the layout for their activities. The CV1 is based on the low-roof, medium-length Ford Transit chassis, making it affordable, easy to drive, easy to park, and serviceable by any Ford dealer. Our first CV1 was delivered in June 2018. The CV1 has traditionally been our best-selling model, and our CV1 was chosen the winner of the “Van Life” category at the 2019 RV Experience (“RVX”), an RV industry trade show in Salt Lake City.

CV1 Core Market: SUV Alternative

CV1/M. Many customers requested the CV1 features with more interior height. In response, in 2021, we designed the CV1/M. The CV1/M is in production with the first units delivered to customers in July 2021. During 2022, the CV1/M became our best-selling model.

CV1/M Core Market: SUV Alternative

MH1. Many customers requested our modular design coupled with features from larger motorhomes such as an interior shower and larger beds. In response, in 2021, we designed the MH1. This model features a unique floorplan and several innovative features such as a popup top and “popup semi-dry” bathroom. The MH1 shares its modular nature, seating system, and appliances with our CV1 and CV1/M models. In comparison to our CV1 and CV1/M, which are intended to be SUV replacements, the MH1 competes more squarely with Class B RVs such as Winnebago’s Revel and Solis and Thor’s Sanctuary and Tellaro. Customer deliveries of the MH1 started in Q3 2022. The ModVans MH1 was named the “Coolest and most Innovative Camper Van” for 2022 by StrangerPalooza, a website and YouTube channel focused on Class B RVs and tips on RV buying, living and travel.

MH1 Core Market: Class Leading Class B RV (Camper Van)

/X Series. Announced in the summer of 2021, the ModVans /X Series line adds additional features to all our vehicle models. We call these upgraded models the CV1/X, CV1/MX, and MH1/X. /X series models feature a patent pending “extreme” capacity lithium battery system that is installed as a floor layer to minimize interior space requirements. The /X Series includes an integrated, computerized monitoring, control, and entertainment system that is application and cloud connected and supports over-the-air updates and upgrades. /X Series vehicles have all electric RV systems with electric powered heating, cooling, and cooktops. Our 100% DC powered electric heating and cooling systems require no voltage conversions and provide 20-50% reduced power use compared with typical AC powered appliances. All /X Series van systems are monitored and controlled by our in-house developed application and cloud servers from anywhere in the world.

With the capacity of 2 Tesla PowerWalls, the /X Series has enough power to run heating, cooling, and cooking appliances off-grid for days or weeks. Our first production CV1 with /X series technology was delivered in April 2022. ModVans built an MH1/X demo van in July 2022 to exhibit at shows. In December, 2022, we delivered models CV1/X, CV1/MX, and MH1/X to customers. Production and delivery of /X Series models has continued throughout 2023 with several vehicles of each model delivered to customers.

/X Series Core Market: Class Leading SUV Alternative and Class B RV

E-CV1. ModVans plans to develop a line of electric vehicle (“EV”) based multipurpose vehicles. Our first vehicle is under development and is code-named E-CV1. To speed development, minimize risk and costs, and maintain our “second stage” vehicle manufacturing model, we intend to adopt an EV “skateboard” chassis designed and manufactured by a yet to be determined vendor. To meet the unique needs of our customer base, we plan to design our own vehicle bodies and to merge chassis and RV systems such as electrical, cooling and heating.

ModVans believes that the future of all vehicles will be fully electric powered at first by lithium batteries, then by fuel cells or other electric storage systems. The /X series was designed so that its electric systems and controls can be easily moved onto an Electric Vehicle platform.

We believe that our experience building and delivering our current line of Internal Combustion Engine (“ICE”) vehicles and RV control systems give us a substantial competitive advantage. The E-CV1 will combine all the best designs, features and knowledge gained from delivering our current line of vehicles to paying customers. We believe that our manufacturing capacity and experience will enable us to capitalize on the fast-growing EV market more quickly than competitors with less real-world experience.

E-CV1 Core Market: Full Electric SUV Alternative and Class B RV

Other Potential Revenue Sources

In addition to selling completed vehicles, ModVans may sell its systems and parts to third parties. We have an extensive set of custom designed and manufactured parts that we believe are desirable within the camper van community. For example, we have received thousands of sale inquiries about our driver and passenger cargo door accessories, pop-up tops, pop-up bathroom and other unique features. At the present time, we do not sell parts separately from our complete vehicles, but it is a future potential source of revenue.

Customer Experience

When a customer decides to purchase a ModVans vehicle, they place their order online on our website. They select the vehicle model, choose options and make a deposit, typically between $1,000 and $7,000. Based on the model and options selected and our current production schedule, the reservation system automatically provides a price and estimated delivery date.

When an online order is made, a ModVans team member contacts the customer to confirm selections and make any requested changes. A sales order is then generated and electronically signed. The sales order contains all customer selections and converts the customer’s online order payment into a non-refundable deposit.

With the sales order and deposit secured, ModVans either orders the customer’s chassis from a vendor or assigns a matching chassis from our “stock” chassis inventory. Ordering a new chassis typically takes about 12 weeks to arrive at our factory while stock chassis are immediately available for ModVans production. A typical ModVans RV conversion involves over 2,000 parts, including off-the-shelf parts, which are ordered from various manufacturers and distributors, and custom parts, such as the pop-up top, cabinets and /X Series battery modules and circuit boards, which are manufactured in-house by ModVans or custom manufactured by vendors to ModVans’ designs and specifications. It currently takes our team 2-6 weeks to complete a conversion. We are working to implement more efficient production techniques in order to significantly decrease vehicle manufacturing time. For example, we use wiring harnesses manufactured to our specifications by a vendor, but some wiring connections are made during final assembly with hand crimping tools. We are in the process of adding connectors to all wiring harnesses and assemblies so no manual crimping will be required during final assembly.

While the customer’s vehicle is being built, we work with them to finalize payment or financing and travel arrangements. Most customers come to the ModVans factory to take delivery of their vehicle so they can meet us in person and receive hands-on training. Shipping is available at an additional cost for customers that prefer to have their ModVans vehicle delivered. Most of our customers are new to RV ownership. In the future, we plan to build an RV campground at our factory so customers taking delivery can stay with us a few days to give them extra time to learn how to use their new ModVans RV with easy access to ModVans sales and support team members. This campground will also include on-site employee housing.

Demonstrations

A drawback from selling vehicles exclusively online is that potential customers are unable to physically view a vehicle prior to purchase. As such, we provide in-person demonstrations at our manufacturing facility.

To expand access to in-person demonstrations, in 2021, ModVans built a set of demo vehicles and exhibited them at “adventure vehicle” consumer shows across the United States, including Adventure Van Expo, and Overland Expo. The show venues are primarily outdoors with minimal exhibit requirements. Since then, we have continued to update our demo vehicles to show new options or models and added new shows to our exhibit events schedule.

In the next 12 months, ModVans plans to launch its Vanbassador program. Potential customers will be able to request and schedule in-person or Zoom demos via our website. As part of this program, our nationwide, growing base of ModVans customers can opt to be contacted for hourly pay or a referral fee to meet with potential customers to demo their personally owned ModVans vehicle.

Intellectual Property

Our success and ability to compete will be enhanced by our ability to develop and maintain proprietary aspects of our technology and operate without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret, copyright law and contractual restrictions to protect the proprietary aspects of our business.

ModVans holds U.S. patent number 11,572,006B2, issued on February 7, 2023, for a “Vehicle with a Slide-Up Roof.” We have six (6) other patent applications pending in the United States for the following inventions:

We also hold common law trademark rights in our ModVans trademark and the names of our vehicle models. We operate and own the domain name registration for the website at www.modvans.com, where we provide information about the Company and our vehicles.

Market and Competition

ModVans vehicles are considered Class B motorhomes, also known as camper vans. A camper van is the smallest of the three (3) main types of motorhomes and offers a comfortable travel experience without the intimidating size of a larger motor coach. The Class B RVs are compact and can be used as daily drivers, plus they feature amenities like a kitchen, bathroom and bedroom. They are the easiest to drive, offer the best fuel economy among motorhomes, and are often less expensive than Class A or Class C motorhomes.

In contrast, a Class A motorhome is usually built on a commercial bus or commercial truck chassis. They are significantly larger than camper vans, more expensive, and have worse fuel economy. A Class C motorhome typically features a raised sleeping or storage area that extends over the cab of the RV. Class C motorhomes are less expensive than Class A motorhomes and have gas mileage in between Class A and Class B motorhomes.

While in a broad sense we compete with all types of RVs for customers, our primary competition comes from providers of Class B RVs, many of whom also offer Class A and/or Class C motorhomes.

Many of our competitors, such as Winnebago and Thor, are well established RV manufacturers and have greater name recognition, financial, sales and marketing, manufacturing, technical and other resources than we have today. These competitors may be able to compete effectively with us because in addition to the above-listed factors, they may be able to more quickly introduce new models and technologies, more rapidly address customer requirements, and devote greater resources to the promotion and sale of their vehicles than we can. We also may face competition from newly established competitors. There can be no assurance that current and future competitors will not develop new and enhanced or more cost-effective vehicles.

We believe that we will be able to successfully compete with these competitors because of the superior features of our vehicles described above.

Large RV Manufacturers

Large RV Manufacturers have traditionally designed camping vehicles for retired individuals and couples. During COVID, the market changed and several manufacturers launched Class B RVs with pop-up tops and two (2) beds. However, the vast majority of these manufacturers do not offer the size, style, and feature combinations of ModVans vehicles, which make our vehicles multipurpose.

Custom/Bespoke Camper Van Builders

There are many custom camper van builders. For the right price and a long wait time, some builders offer some of the features available in ModVans vehicles. Very few custom builders are certified RV manufacturers. This means that, unlike ModVans, their customers do not have access to RV financing, warranties, and insurance. Long-term RV financing helps make RVs affordable to a much larger market, as over 90% of RVs are financed with long term loans.

Minivans, SUVs, and Pickup Trucks

Large vehicle manufacturers are focused more towards transitioning to EV platforms, competing with startup EV manufacturers such as Tesla and Rivian, and are not focused on the RV market. We do not expect to see any large vehicle manufacturer currently offer a directly competitive vehicle.

Employees

ModVans currently has 30 full-time employees and one (1) part-time employee.

Legal Proceedings

In the normal course of business, we may be subject to litigation. At present, there are no legal proceedings pending against us or our directors or executive officers.

THE COMPANY’S PROPERTY

We do not own any real property. We lease 22,572 square feet at 530 Constitution Avenue, Camarillo, California 93012, which serves as our principal office as well as the manufacturing facility for ModVan’s products. The initial lease term for this facility expires in April 2028. The current monthly base rent under this lease is $23,000 and is subject to increases of approximately 4% per year. In addition, we are responsible for certain operating expenses, repairs, insurance, and taxes relating to the property, which we currently estimate to be approximately $2,935 per month. The lease required a security deposit of $92,754.

We believe that this facility is generally in good condition and suitable to carry on our current business, although our plans are to lease, build or buy a larger manufacturing facility as we grow our business so that we can support increased production of ModVans vehicles. See “Use of Proceeds.” We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2022 and 2021, our unaudited interim financial statements for the six-month periods ended June 30, 2023 and June 30, 2022, the notes to the financial statements and other financial information included elsewhere in this offering circular. In addition to historical information, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this offering circular contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by forward-looking information because of certain factors, including those set forth under “Risk Factors” and elsewhere in this offering circular.

General

We design and manufacture high-tech multipurpose vehicles with camping features and sell directly to consumers on our website, www.modvans.com. Our vehicles include six (6) models in three (3) different sizes. Our patented, award winning, uniquely designed vehicles fit in the sweet spot between SUVs and traditional RVs. We delivered our first ModVans vehicle in 2018. We increased revenue in each of the last five (5) years and have delivered over 160 vehicles to customers all over the United States.

Our growth has been limited by production capacity. Revenue growth also was limited in 2021 by a shortage of Ford Transit chassis due to the COVID-induced global chip shortage. We received none of the 2021 Transits we ordered wholesale from Ford but maintained and grew production by purchasing Ford Transits on the retail market from Ford dealers throughout the US and by developing a “Bring Your Own Chassis” program for our customers. We received 50% of our ordered 2022 Transits and expect production to return to normal levels in 2024.

We intend to use the proceeds of this offering primarily to lease, buy or build a larger manufacturing facility, to expand our production capacity, to purchase additional inventory and new manufacturing equipment, to fund research and development of our vehicles, predominantly, the E-CV1, and to fund our working capital and for other corporate purposes, we also plan to and establish an RV campground on the site complete with employee on-site housing, provided we raise at least $50,000,000 in this offering.

We are a Delaware corporation formed in 2021 in order to effect the reincorporation by merger of WebTez, Inc., a Georgia corporation formed by our founder, Peter J. Tezza II, in 2012.

Financial Condition

As of June 30, 2023, our total assets were $3,172,688. Inventory and pre-paid and other current assets were the largest components of our assets, which were $2,124,747 and $496,946, respectively. As of December 31, 2022 and 2021, our total assets were $1,790,855 and $1,023,484, respectively. The largest components of our assets were again inventory, which was $479,796 and $333,958 at year end 2022 and 2021, respectively, and prepaids and other current assets, which was $652,514 and $322,549 at year end 2022 and 2021, respectively. Inventory consists primarily of parts, materials and vehicles in process but not yet delivered to the customer.

Total liabilities as of June 30, 2023 were $4,025,781, consisting primarily of deferred revenue, accrued expenses and related party loans. Total liabilities as of December 31, 2022 and 2021 were $2,644,045 and $936,698, respectively, consisting primarily of deferred revenue, a small business administration loan, and related party loans. The increase in liabilities from December 31, 2022 to June 30, 2023 was principally due to an increase in deferred revenue to $2,807,935. The increase in liabilities from 2021 to 2022 was again principally due to an increase in deferred revenue from $543,350 at year end 2021 to $1,802,980 at year-end 2022. We record deferred revenue when we receive a customer deposit but have not yet delivered a vehicle to the customer. Revenue is recognized for an order when we deliver a vehicle to a customer and have satisfied our performance obligations. The significant increase in deferred revenue at year-end 2022 compared to year-end 2021 as well as the increase as of June 30, 2023 resulted from increased orders that were still in production and had not yet been delivered to customers. Our total stockholders’ equity (deficit) as of June 30, 2023, December 31, 2022, and December 31, 2021 was ($853,093), ($853,195) and $86,786, respectively.

Results of Operations

Comparison of the Six Months Ended June 30, 2023 and June 30, 2022

Revenues for the first six months of 2023 and the comparable period of 2022 were $1,758,038 and $1,995,319, respectively.  Despite the slight decrease in revenues, our gross profit increased significantly over these periods, from $136,120 to $983,960, due to a significant decrease in our costs of goods sold, which were $1,859,199 for the first six months of 2022 and $769,079 for the first six months of 2023. The decrease in cost of goods sold was due primarily to a change in the value of recorded inventory of $896,081 in the first half of 2023.  There was no comparable change recorded for the six months ended June 30, 2022.

Operating expenses consist primarily of general and administrative expenses, research and development and sales and marketing. General and administrative expenses increased to $992,872 for the six months ending June 30, 2023 from $484,079 for the six months ending June 30, 2022, primarily due to higher facility costs due to our move to a larger facility in March 2023 and higher payroll costs for additional employees hired after the move.  Sales and marketing expenses and research and development expenses did not change significantly over these periods. Sales and marketing expenses increased slightly to $19,181 for the first six months of 2023, compared to $18,315 for the comparable period of 2022. Research and development expenses decreased slightly to $18,196 for the six month period ending June 30, 2023 as compared to $19,043 for the six month period ending June 30, 2023. Due primarily to the decrease in costs of goods sold, partially offset by the increase in general and administrative expenses, and after factoring in interest expense and other income and expenses, our net loss for the six months ending June 30, 2023 decreased to $105,510, compared to $385,568 for the comparable period of 2022.

Comparison of the Years Ended December 31, 2022 and December 21, 2021

Revenues increased from 2021 to 2022, from $3,504,390 to $4,620,686, principally due to increased ModVans vehicles sold. While cost of goods sold increased from $4,023,830 in 2021 to $ 4,417,862 in 2022, for the first time since 2019, we achieved positive gross profit in 2022, when gross profit was $202,824 compared to a negative $519,440 in 2021. Our positive gross profit in 2022 was due primarily to increased sales, tempered by increases in the price of raw parts and materials compared to 2021.

Operating expenses consist of general and administrative expenses, research and development costs, and sales and marketing expenses. Although sales and marketing expenses decreased from $151,134 for the year ended December 31, 2021 to $42,829 for the year ended December 31, 2022, our other operating expenses increased over these periods as we grew our business. We increased research and development expenses from $16,994 to $44,088, enabling us to expand our portfolio from one (1) vehicle model, the CV1, to six (6) vehicle models in three (3) different sizes. We also increased general and administrative expenses from $1,229,698 to $1,510,507, mainly due to higher payroll costs.

After factoring in other income and interest expense, our net loss for 2022 was $1,410,570 compared to $1,746,672 in 2021.

Liquidity and Capital Resources

As of December 31, 2021, the Company held $15,993 in cash and cash equivalents and $322,549 in prepaids and other current assets. As of December 31, 2022, the Company had cash balances of $25,472, and prepaids and other current assets of $652,514. As of June 30, 2023, cash balances totaled $12,496 and prepaids and other current assets totaled $496,946. The increase in prepaid and other current assets in 2022 was predominately due to the Company expanding production capacity by purchasing additional chassis parts for vehicles that had not yet been delivered.

Since January 1, 2021, we financed our operations principally through capital contributions, loans from our principal stockholder, and a small business administration loan. On June 30, 2023, we had a total stockholders’ deficit of $853,093, a working capital deficiency of $1,009,764 and an accumulated deficit of $5,007,600. On December 31, 2022, we had a total stockholders’ deficit of $853,190, a working capital deficiency of $994,075, and an accumulated deficit of $4,902,090. On December 31, 2021, we had total stockholders’ equity of $86,786, a working capital deficiency of $67,647, and an accumulated deficit of $3,486,847.

Net cash used in operating activities was $181,444 for the six-month period ending June 30, 2023 and ($541,843) for the six-month period ending June 30, 2022. The change in cash used in operations for these periods was principally the result of the following items:

Net cash used in operating activities decreased to $113,953 for the year ended December 31, 2022, from $1,359,500 for the year ended December 31, 2021. The decrease in cash used in operations was principally the result of the following items:

Net cash used in investing activities was $123,325 for the six-month period ended June 30, 2023, compared to $6,796 for the six-month period ended June 30, 2022. The change was due to increases in the amount of property and equipment purchased in 2023.

Net cash used in investing activities was $23,718 for the year ended December 31, 2022, compared to $43,854 for the year ended December 31, 2021. The decrease in 2022 was due to decreased purchases of property and equipment.

Net cash provided by financing activities was $291,794 for the six-month period ended June 30, 2023, which was the result of proceeds of $53,409 from the sale of Class B Stock (net of issuance costs), $211,668 from stockholder loans and $52,200 from the sale of Series Seed Two Preferred Stock, offset by loan repayments totaling $25,483. Net cash provided by financing activities for the six-month period ended June 30, 2022 was $109,078 from stockholder loans in the amount of $128,000, offset by loan repayments totaling $18,922.

Net cash provided by financing activities was $147,149 for the year ended December 31, 2022 compared to $1,308,839 for the year ended December 31, 2021. Net cash provided by financing activities for 2022 was the result of proceeds of $99,992 from the sale of Series Seed Two Preferred Stock, $47,588 from the sale of Class B Stock (net of issuance costs) and $43,000 from stockholder loans, offset by loan repayments totaling $43,430. Net cash provided by financing activities for 2021 was primarily the result of proceeds of $800,000 from the sale of Simple Agreements for Future Equity, $341,752 from the sale of Class B Stock (net of issuance costs), $109,130 from a Small Business Administration loan, and $63,765 from stockholder loans, offset by loan repayments totaling $5,808.

Going Concern Consideration

We have experienced losses from operations, negative cash flow, and liquidity problems. Our independent accountant’s report accompanying our audited financial statements for the years ended December 31, 2022 and December 31, 2021 includes an explanatory paragraph relating to the uncertainty about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability of reported assets or liabilities should we be unable to continue as a going concern.

We have been able to continue based upon our receipt of funds from the issuance of equity securities and borrowings. We have also increased our sales faster than we have increased our cost of goods sold, which enabled us to achieve gross profit from operations in 2022. Our ability to continue as a going concern is dependent upon our ability to produce and grow revenues, continue to achieve operating profit, and obtain financing from this offering and possibly other sources that are sufficient to meet our current and future obligations and enable our business to expand and achieve profitability. The eventual outcome of this offering or our ability to obtain additional funding cannot be ascertained with any degree of certainty.

We currently anticipate that the net proceeds of this offering and our operating income will be sufficient to meet our anticipated needs for working capital and capital expenditures for the next 12 months. If our operating income together with the proceeds of this offering are not sufficient to satisfy our financing needs, we will be required to seek additional funding or revise our business plan to reduce expenses. Additional funding options could include bank and other borrowings and additional sales of our securities, including equity securities. There can be no assurance that such additional funds, if required, will be available to us on acceptable terms or at all.

Relaxed Ongoing Reporting Requirements

If the Company becomes a public reporting company in the future, it will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which the Company refers to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as the Company remains an “emerging growth company,” the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

If the Company becomes a public reporting company under the Exchange Act in the future, the Company expects to take advantage of relaxed reporting exemptions until it is no longer an emerging growth company. The Company would remain an “emerging growth company” for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the Company would cease to be an “emerging growth company” as of the following December 31.

If the Company does not become a public reporting company under the Exchange Act for any reason, the Company will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, the Company will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and its unitholders could receive less information than they might expect to receive from more mature public companies.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Peter and Laura Tezza are husband and wife.

Officers and Significant Employees

Peter J. Tezza II, Founder, Director and Chief Executive Officer

Mr. Tezza has been a director and the Chief Executive Officer of ModVans since its formation in February 2012. Mr. Tezza attended university at Georgia State University where he received a Bachelor of Science degree in physics. Since completing his education, Mr. Tezza has spent over 20 years working exclusively with startup companies and has experience as both an engineer and a manager.

Laura L. Tezza, Director and Chief Operations Officer

Ms. Tezza has been a director and Chief Operations Officer of ModVans since its formation in February 2012. With substantial experience working in startups and as well as several degrees including a Master of Business Administration from Mills College, Ms. Tezza understands business operation fundamentals such as accounting, human resources, payroll, and customer and vendor relationships.

Jean-Thierry Aupetit, Chief Engineer

With several degrees including a Bachelor of Science from the University of California-Berkeley, a Master of Science in aerospace engineering from the University of Colorado, and professional certificates from Massachusetts Institute of Technology, Stanford University and Harvard University, Mr. Aupetit is ModVan’s chief engineer. Mr. Aupetit left a career as an aerospace engineer for the United States Air Force developing flight testing of armament systems for counter unmanned air systems in February 2020 to join ModVans. Mr. Aupetit manages all aspects of ModVans’ research and development as well as the overall manufacturing process.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended 2022 we compensated our three (3) highest-paid directors and executive officers as follows:

For the fiscal year ended December 31, 2022, we did not compensate our directors for their services as directors to the Company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of November 3 , 2023, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock:

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Peter J. Tezza II has made unsecured loans to the Company. As of November 3 , 2023, the principal amount of those loans was $296,555. Interest is not accruing on this amount and there is no maturity date. The loans may be repaid from time to time by the Company.

On September 26, 2022, the Company entered into a sale-leaseback transaction with Peter J. Tezza II for a demo van (the “Vehicle Lease”). The value of the vehicle as of the date of the Vehicle Lease was $244,622. The term of the lease is 240 months and interest accrues at an annual rate of 7.5%. At the conclusion of the lease, if all payments are made, the total cost of the Vehicle Lease will be $444,661, excluding any cost of repairing excess wear and tear to the van. The Company recognized a right-of-use asset and liability pertaining to this related party transaction.

DESCRIPTION OF SECURITIES

We are offering up to 187,500,000 shares of our Class B Non-Voting Common Stock (“Class B Stock”) to investors in this offering at an offering price of $0.40 per share..

The following description summarizes material terms of our capital stock. The summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation, as amended, and our Bylaws. For a complete description of our capital stock you should refer to our Certificate of Incorporation, as amended, our Bylaws and applicable provisions of the Delaware General Corporation Law.

Our authorized capital stock consists of 136,000,000 shares of Class A Voting Common Stock, of which 136,000,000 shares are outstanding as of November 3 , 2023, 275,000,000 shares of Class B Stock, of which 44,024,305 shares are outstanding as of November 3 , 2023, and 15,000,000 shares of Preferred Stock, 8,500,000 of which have been designated as Series Seed Preferred Stock and 2,500,000 of which have been designated as Series Seed Two Preferred Stock. As of November 3 , 2023, we had 7,077,100 shares of Series Seed Preferred Stock and 709,835 shares of Series Seed Two Preferred Stock outstanding.

The number of authorized shares of Class A Stock, Class B Stock and Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote. A class vote is not required.

Common Stock

The Company has two classes of common stock, Class A Voting Common Stock and Class B Non-Voting Common Stock (collectively “Common Stock”). Holders of shares of our Class A Stock are entitled to one vote for each share held on all matters to be voted on by the stockholders. The holders of Class B Stock are not entitled to vote, except as otherwise required by the Delaware General Corporation Law. Except as set forth above, the Class A Stock and Class B Stock have the same rights and preferences and shall be treated as one class of Common Stock.

Holders of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors from funds legally available therefor, subject to the rights of preferred stockholders, if any. The Common Stock has no preemptive, conversion, or similar rights, and there are no redemptive or sinking fund provisions applicable to the Company’s Common Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities of the Company and of the preferential amounts, if any, to which the holders of Preferred Stock may be entitled, the holders of the outstanding shares of Common Stock will be entitled to share ratably in the remaining net assets of the Company.

Preferred Stock

We are authorized to issue 15,000,000 shares of Preferred Stock. The Board of Directors has the authority to issue the Preferred Stock in one or more series and to determine the powers, preferences and rights and the qualifications, limitations or restrictions granted to or imposed upon any wholly unissued series of undesignated Preferred Stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by the stockholders. We have designated 8,500,000 shares as Series Seed Preferred Stock and 2,500,000 shares as Series Seed Two Preferred Stock.

Holders of shares of our Series Seed Preferred Stock and Series Seed Two Preferred are entitled to one (1) vote for each share held on all matters to be voted on by the stockholders. Except as required by law, the Series Seed Preferred Stock and Series Seed Two Preferred Stock vote together with the holders of Class A Stock as a single class.

Holders of Series Seed Preferred Stock and Series Seed Two Preferred Stock are entitled to receive non-cumulative dividends when, as and if declared by the Board of Directors from funds legally available therefor.

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of the Series Seed Preferred Stock and Series Seed Two Preferred Stock shall rank (i) in parity with each other; (ii) senior to the Common Stock and any other class or series of Preferred Stock or other capital stock of the Corporation created in the future and specifically ranking by its terms junior to the Series Seed Preferred Stock or Series Seed Two Preferred Stock; and (iii) junior to any other class or series of Preferred Stock or other capital stock of the Corporation created in the future and specifically ranking by its terms senior to the Series Seed Preferred Stock or Series Seed Two Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or a change in control (as defined in the Certificate of Designation for the Series Seed Preferred Stock and Series Seed Two Preferred Stock), before any distribution or payment is made to the holders of the Company’s Common Stock, the holders of the Company’s Series Seed Preferred Stock and Series Seed Two Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, in parity with each other, an amount in cash equal to the liquidation preference of such shares. The liquidation preferences of the Series Seed Preferred Stock and Series Seed Two Preferred Stock currently are approximately $0.14 per share and $0.34 per share, respectively (in each case as adjusted for any stock split, stock dividends, recapitalizations, or similar transaction with respect to such series).

After the payment in full of its respective liquidation preference, holders of shares of Series Seed Preferred Stock and Series Seed Two Preferred Stock are entitled to participate with the holders of shares of Common Stock, pro rata based upon the number of shares held by each such holder, in the distribution of the remaining assets and funds of the Company available for distribution to its stockholders after any required distribution have been made with respect to the shares.

The Series Seed Preferred Stock and Series Seed Two Preferred Stock have no preemptive, conversion, or similar rights, and there are no redemptive or sinking fund provisions applicable to such stock.

Forum Selection Provision

Our Certificate of Incorporation requires that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, as amended, or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. The foregoing will not apply to any action arising under the Securities Act or the Exchange Act.

ADDITIONAL INFORMATION

We have filed an offering statement on Form 1-A with the Commission under Regulation A of the Securities Act with respect to the Class B Stock offered by this offering circular. 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. Statements contained in this offering circular regarding the contents of any contract or any 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. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the Commission, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is www.sec.gov.

We also maintain a website located at www.ModVans.com. After the completion of this offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. Information contained on our website is not a part of this offering circular.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the Commission. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the offering statement of which this offering circular forms a part, to include the company’s recent financial statements.

We may supplement the information in this offering circular by filing a supplement with the Commission.

All these filings will be available on the Commission’s EDGAR filing system. You should read all the available information before investing.

MODVANS INC.

Index to Financial Statements

(Expressed in United States Dollars)

Modvans Inc.

Balance Sheets

Modvans Inc.

Statements of Operations

(Unaudited)

Modvans Inc.

Statements of Changes in Stockholders’ Equity

for the six months ended June 30, 2023 and 2022

(Unaudited)

Modvans Inc.

Statements of Cash Flows

(Unaudited)

Modvans Inc.

Notes to Financial Statements

As of and For The Six Months Ended June 30, 2023 and June 30, 2022

WebTez, Inc. was formed on February 15, 2012 in the State of Georgia, then reincorporated in Delaware as ModVans Inc. on August 23, 2021 due to a merger into ModVans Inc., a newly formed Delaware corporation (which may be referred to as the "Company", "we," "us," or "our". The Company's headquarters are located in Camarillo, California.

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com. ModVans offers 6 vehicle models in 3 different sizes. Our award winning, uniquely designed vehicles fit the sweet spot between SUVs and traditional RVs. Many of customers replace their everyday vehicle.

To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer such as Ford and convert them into motorhomes. Technically, we are a “second stage vehicle manufacturer.” We are also a licensed and certified RV manufacturer, which allows our customers access to RV financing, warranties, and insurance. With long term RV financing, our vehicles have a monthly payment similar to a new SUV. ModVans has delivered over 100 vehicles to customers all over the US.

The foregoing unaudited interim financial statements have not been reviewed by the Company’s independent accountants.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Part F/S of Regulation A. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

In September 2023,  following the approval of the Company’s Board of Directors and holders of a majority of the Company’s voting stock, the Company filed an amendment to its Certificate of Incorporation increasing the Company's authorized shares to 426 million, consisting of 136 million shares of Class A Voting Common Stock, 275 million shares of Class B Non-Voting Common Stock, and 15 million shares of Preferred Stock, of which 8.5 million shares were designated as Series Seed Preferred Stock and 2.5 million shares were designated as Series Seed Two Preferred Stock. The Company also effected an 85-for-1 forward stock split of the Company’s outstanding shares of Common and Preferred Stock. Following the stock split, the Company had approximately 136 million shares of Class A Voting Common Stock, 44.024 million shares of Class B Non-Voting Common Stock, 7.077 million shares of Series Seed Preferred Stock, and 710 thousand shares of Series Seed Two Preferred Stock outstanding. The Company also had approximately 12.4546 million shares of Class B Non-Voting Common Stock reserved for issuance pursuant to restricted stock units. All share references have been restated for this forward split to the earliest period presented.

In October 2023, the Company amended its Certificate of Incorporation to clarify that its forum selection provisions will not apply to actions arising under the Securities Act of 1933 and the Securities Exchange Act of 1934.

INDEPENDENT ACCOUNTANT’S AUDIT REPORT

To the Board of Directors

Modvans Inc.

Camarillo, California

Opinion

We have audited the financial statements of Modvans Inc. which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Modvans Inc. as of December 31, 2022, and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Modvans Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Modvans Inc.’s ability to continue as a going concern for period of twelve months from the end of the year ended December 31, 2022.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

In performing an audit in accordance with GAAS, we:

•    Exercise professional judgment and maintain professional skepticism throughout the audit.

•     Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•    Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Modvans Inc.’s internal control. Accordingly, no such opinion is expressed.

•    Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•    Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Modvans Inc.’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

April 24, 2023, except for the forward stock split retrospectively presented in these financial statements and equity financings as described in Note 10, as to which the date is September 21, 2023.

Los Angeles, California

Modvans Inc.

Balance Sheets

See accompanying notes to financial statements.

Modvans Inc.

Statements of Operations

See accompanying notes to financial statements.

Modvans Inc.

Statements of Changes in Stockholders’ Equity (deficit)

See accompanying notes to financial statements.

Modvans Inc.

Statements of Cash Flows

See accompanying notes to financial statements.

Modvans Inc.

Notes to Financial Statements

For Years Ended December 31, 2022 AND December 31, 2021

WebTez, Inc. was formed on February 15, 2012 (“Inception”) in the State of Georgia, then reincorporated in Delaware as ModVans Inc. on August 23, 2021 due to a merger into ModVans Inc., a newly formed Delaware corporation (which may be referred to as the "Company", "we," "us," or "our". The Company's headquarters are located in Camarillo, California.

ModVans designs and manufactures high-tech multipurpose vehicles with camping features and sells direct to consumers on our website, www.modvans.com. ModVans offers 6 vehicle models in 3 different sizes. Our award winning, uniquely designed vehicles fit the sweet spot between SUVs and traditional RVs. Many of customers replace their everyday vehicle.

To build our vehicles, we buy vans (“chassis”) wholesale from a large manufacturer such as Ford and convert them into motorhomes. Technically, we are a “second stage vehicle manufacturer.” We are also a licensed and certified RV manufacturer, which allows our customers access to RV financing, warranties, and insurance. With long term RV financing, our vehicles have a monthly payment similar to a new SUV. ModVans has delivered over 100 vehicles to customers all over the US.

Use of Estimates

The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all cash in banks. The Company’s cash is deposited in demand accounts at financial institutions that management believes are creditworthy.

Accounts Receivable

Accounts receivable due from customers are uncollateralized customer obligations due under normal trade terms requiring payment on receipt of invoice or within fifteen days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Payments of accounts receivable are allocated to the specific invoices identified on the customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. During the years ended December 31, 2022, and 2021, the Company did not record bad debt expense.

Inventory

Inventory consists primarily of parts, materials and vehicles in process but not yet delivered to the customer. Inventory is recorded at the lower of cost or market, using a standard costing and specific identification method. As of December 31, 2022, and 2021, inventory was $479,796 and $333,958, respectively.

Property and Equipment

Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of, and the related depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings.

Depreciation is computed over the estimated useful lives of the related asset type or term of the operating lease using the straight-line method for financial statement purposes. The estimated service lives for property and equipment is as follows:

Impairment of Long-lived Assets

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We look for indicators of a trigger event for asset impairment and pay special attention to any adverse change in the extent or manner in which the asset is being used or in its physical condition. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a location level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset.

Income Taxes

The Company is a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied.

The Company recognizes revenue from the sale of recreational vehicle models when the vehicle has been delivered to the customer and the Company has satisfied its performance obligation. The Company records deferred revenue for any customer deposits received but the model has not yet been delivered. As of December 31, 2022, and 2021, the Company had deferred revenue of $1,802,980 and $543,350, respectively.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments included in current assets and current liabilities (such as cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of such instruments.

The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:

Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2—Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3—Unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Leases

On January 1, 2022, the Company adopted ASC 842, Leases, as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from lease arrangements. The Company adopted the new guidance using a modified retrospective method. Under this method, the Company elected to apply the new accounting standard only to the most recent period presented, recognizing the cumulative effect of the accounting change, if any, as an adjustment to the beginning balance of retained earnings. Accordingly, prior periods have not been recast to reflect the new accounting standard. The cumulative effect of applying the provisions of ASC 842 had no material impact on accumulated deficit.

The Company elected transitional practical expedients for existing leases which eliminated the requirements to reassess existing lease classification, initial direct costs, and whether contracts contain leases. Also, the Company elected to present the payments associated with short-term leases as an expense in statements of operations. Short- term leases are leases with a lease term of 12 months or less. Refer to Note 9 for the Company’s right of use asset and liability.

Subsequent Events

The Company considers events or transactions that occur after the balance sheets date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through April 24, 2023, which is the date the financial statements were issued.

Recently Issued and Adopted Accounting Pronouncements

In February 2019, FASB issued ASU No. 2019-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on financial statements and related disclosures.

In June 2019, FASB amended ASU No. 2019-07, Compensation – Stock Compensation, to expand the scope of Topic 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on financial statements and related disclosures.

In August 2019, amendments to existing accounting guidance were issued through Accounting Standards Update 2019-15 to clarify the accounting for implementation costs for cloud computing arrangements. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. We are currently evaluating the effect that the updated standard will have on financial statements and related disclosures.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

Prepaids and other current assets consist of the following items:

Prepaid Chassis represents chassis parts purchased for vehicles that have not yet been delivered.

Property and equipment consist of:

Depreciation expenses for property and equipment for the fiscal year ended December 31, 2022 and 2021 totaled $80,315 and $36,259, respectively.

Preferred Stock

Upon the reincorporation to a Delaware company, and prior to the 85-1 forward stock split described in Note 10, the Company authorized the issuance of 1,000,000 shares of Preferred Stock, $0.0001 par value. Of this amount, 100,000 shares were designated as Series Seed Preferred Stock and 166,000 shares were designated as Series Seed Two Preferred Stock.

On September 30, 2021, the Company filed a Certificate of Designation of its Series Seed Preferred Stock, at which point all the Company’s outstanding SAFE notes (see Note 6) were automatically converted into 83,260 shares of Series Seed Preferred Stock, or 7,077,100 after giving effect to the stock-split.

On August 5, 2022, the Company filed a Certificate of Designation of its Series Seed Two Preferred Stock.

During the year 2022, the Company issued 3,448 shares of Series Seed Two Preferred Stock, or 293,080 after giving effect to the stock split, for total proceeds of $99,992.

Common Stock

The Company has authorized the issuance of two classes of shares with $0.0001 par value that consists of 136,000,000 shares of Class A Voting Common Stock, and 275,000,000 shares of Class B Non-Voting Common Stock. As of December 31, 2022 and 2021, 136,000,000 shares of Class A common stock are issued and outstanding for a consideration of $160. As of December 31, 2022 and 2021, 515,950 and 502,195 shares of Class B Common Stock are issued and outstanding (43,855,750 and 42,686,575 shares after giving effect to the stock split).

As of December 31, 2022, 243,413 restricted shares of Class B Common Stock (24,455,010 shares after giving effect to the stock split) had vested. The Company recorded stock-based compensation expense of $327,687. In 2022, $165,549 was included in cost of goods sold and $162,138 was included in general and administrative expenses in the statements of operations. In 2021, $280,299 was included in cost of goods sold and $184,450 was included in general and administrative expenses in the statements of operations. As of December 31, 2022, unrecognized compensation cost for unvested shares was $217,957.

Rights and Preferences

Dividend rights - Holders of the Preferred Stock, in preference to the holders of the Company’s Common Stock, are entitled to receive, when and if declared by the Board of Directors, cash dividends as defined in the Articles. The dividends are payable only when declared by the Board of Directors and are non-cumulative.

Liquidation preference - Upon a liquidation event, as defined in the Articles, before any distribution or payment is made to the holders of the Company’s Common Stock, the holders of the Company’s Preferred Stock are entitled to an amount equal to the original issue price, plus all declared and unpaid dividends. Upon payment of the full liquidation preference, the remaining assets will be distributed to the holders of Common and Preferred Shares.

Voting rights - The holders of the Company’s Preferred Stock shall have one vote per share .

SBA Loan

The Company signed a long-term loan with Newtek on November 21, 2017 and matures in ten years. The loan is a Small Business Administration guaranteed loan in the amount of $280,000. The loan has a fluctuating rate calculated on the Prime Rate (as posted in the Wall Street Journal as of the first business day of the month in which SBA receives the application) plus 2.75%. The rate will be adjusted on a quarterly basis on the first day of each calendar quarter, beginning the first calendar quarter following the loan closing. The following is a summary of principal maturities of long-term debt during the next five years. As of December 31, 2022 and 2021, the loan has an outstanding balance of $188,973 and $277,661, respectively. The following is a schedule of future maturities:

PPP Loan

In May 2020, the Company entered into a loan with a lender in an aggregate principal amount of $76,109, pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The PPP Loan is evidenced by a promissory note (“Note”). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration. The Company may apply to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent, and covered utility payments incurred by the Company during the applicable forgiveness period, calculated in accordance with the terms of the CARES Act. The loan proceeds were used for payroll and other covered payments and is expected to be forgiven in 2021 based on current information available; however, formal forgiveness has not yet occurred as of the date of these financial statements.

In March 2021, the Company received a 2^nd PPP Loan for an aggregate principal amount of $119,800 under the same terms as the first PPP Loan.

In August and December 2021, both PPP Loans received notification of full forgiveness, and accordingly the Company recorded a gain of forgiveness of $195,909 as other income in the statements of operations.

Loan Payable

In June 2019, the Company financed an equipment purchase with a loan. During 2022 and 2021, the Company made repayments, including interest, totaling $5,808 and $5,807, respectively. During 2022, the Company financed Insurance premium from Cypress Premium Funding of $29,904.

During 2022, the Company financed an equipment purchase with a loan of $86,367.

SAFE Investment

In 2021, all outstanding SAFEs were converted into 83,260 shares of Series Seed Preferred Stock (7,077,100 shares after giving effect to the stock split) upon the Company’s filing of its Certificate of Designation.

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and 2021 are as follows:

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, the Company has determined that it is more likely than not that the Company will not recognize the benefits of the federal and state net deferred tax assets, and, as a result, full valuation allowance has been set against its net deferred tax assets as of December 31, 2022. The amount of the deferred tax asset to be realized could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased.

As of December 31, 2022 the Company had net operating loss (“NOL”) carryforwards of approximately $4,858,000. Utilization of some of the federal and state NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the carryforwards. Under the provisions of the Internal Revenue Code, the NOLs and tax credit carryforwards are subject to review and possible adjustment by the IRS and state tax authorities. NOLs and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three- year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. The Company has not performed a comprehensive Section 382 study to determine any potential loss limitation with regard to the NOL carryforwards and tax credits.

The Company recognizes the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits.

The Company recognizes interest and penalties related to income tax matters in income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest and penalties related to uncertain tax positions.

The Company is subject to examination for its US federal and California jurisdictions for each year in which a tax return was filed.

As of December 31, 2018, the Company has loans from its shareholders in the total amount of $80,000. During 2019, the Company made repayments of $38,387 and one noteholder converted $7,497 of debt for shares of Common Stock. During 2020, a shareholder made additional loans of $49,000 and a noteholder converted $24,996 of debt for shares of Common Stock. During 2022 and 2021, a shareholder made additional advances totaling $43,000 and $63,765, respectively. As of December 31, 2022 and 2021, the outstanding balance of the shareholders loans are $164,887 and $121,887, respectively. The loans do not accrue any interest.

During the year 2022, the Company entered into a sales-leaseback transaction with the CEO for a demo van. As a result, the Company recognized a right-of-use asset and liability pertaining to the related party transaction. See Note 9.

Right of Use Asset and Liability – Related Party

In September 2022, the Company entered into a sales-leaseback transaction with the CEO for a demo van. The lease expires in 20 years and requires monthly payments of $1,494. As such, the Company recorded a right of use asset (“ROU”) and liability of $186,586.

Below are details of the Company’s ROU:

The following is a summary of minimum annual payments per the lease:

Rent expenses for the years ended December 31, 2022 and 2021 was $126,780 and $95,640, respectively.

Contingencies

The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.

Litigation and Claims

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

The Company has evaluated subsequent events through April 24, 2023, the date the financial statements were available to be issued.

In February 2023, the Company entered into a lease for office and warehouse space in Camarillo, California. The lease expires in April 2028 and has a monthly base rent of $23,000. The lease required a security deposit of $92,754.

During 2023, the Company issued 4,903 shares of Series Seed Two Preferred Stock (416,755 shares after giving effect to the stock split) at $29 per share (approximately $0.34 per share as adjusted for the stock split).

The Company awarded 147,605 restricted stock units (RSUs) with respect to Class B non-voting common stock (12,546,425 shares after giving effect to the stock split) to its employees.

The Company issued 1,983 shares of Class B non-voting common stock (167,790 shares after giving effect to the stock split) at $29 per share (approximately $0.34 per share as adjusted for the stock split).

In September 2023,  following the approval of the Company’s Board of Directors and holders of a majority of the Company’s voting stock , the Company filed an amendment to its Certificate of Incorporation increasing the Company's authorized shares to 426 million, consisting of 136 million shares of Class A Voting Common Stock, 275 million shares of Class B Non-Voting Common Stock, and 15 million shares of Preferred Stock, of which 8.5 million shares were designated as Series Seed Preferred Stock and 2.5 million shares were designated as Series Seed Two Preferred Stock. The Company also effected a n 85-for-1 forward stock split of the Company’s outstanding shares of Common and Preferred Stock. Following the stock split, the Company had approximately 136 million shares of Class A Voting Common Stock, 44.024 million shares of Class B Non-Voting Common Stock, 7.077 million shares of Series Seed Preferred Stock, and 710 thousand shares of Series Seed Two Preferred Stock outstanding. The Company also had approximately 12.4546 million shares of Class B Non-Voting Common Stock reserved for issuance pursuant to the RSUs referred to above. All share references have been restated for this forward split to the earliest period presented.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses from operations and has accumulated deficit of $4,902,090 as of December 31, 2022 and cash of $25,472.

The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing.

There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

PART III: EXHIBITS

Index to Exhibits