PART II AND III PRELIMINARY OFFERING CIRCULAR  

 

Preliminary Offering Circular dated May __, 2019

 

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

 

Acqusalut Inc.

$10,000,000

100,000,000 SHARES OF CLASS A COMMON STOCK

$0.10 PER SHARE

 

This is the public offering of securities of Acqusalut Inc. (“the Company”), a Florida corporation. We are offering 100,000,000 shares of our common stock, par value $0.0001 ("Common Stock"), at an offering price of $0.10 per share (the "Offered Shares") by the Company. This Offering will terminate on twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the "Termination Date"). The minimum purchase requirement per investor is 5,000 Shares ($500) however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

 

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 4 of this Offering Circular.

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

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

Our Common Stock is NOT traded in any stock market.

 

Investing in our Common Stock involves a high degree of risk. See "Risk Factors" beginning on page 4 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

  

	Per Share	Total Maximum
Public Offering Price (1)(2)(4)	$0.10	$10,000,000
Underwriting Discounts and Commissions (3)	$0.000	$0
Proceeds to Company	$0.10	$10,000,000

 

	(1) We are offering shares on a continuous basis. See “Distribution – Continuous Offering. (2) This is a “best efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. See “How to Subscribe.” (3) We are offering these securities without an underwriter.
	(4) Excludes estimated total offering expenses, including underwriting discount and commissions, will be approximately $17,000 assuming the maximum offering amount is sold.

 

Our Board of Directors used its business judgment in setting a value of $0.10 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

 

No Escrow

 

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

 

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company. 

 

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.

 

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

 

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

 

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state. 

 

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 your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

 

The date of this Offering Circular is __, 2019.

 

 

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TABLE OF CONTENTS

 

		Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			1
SUMMARY			2
SUMMARY OF THE OFFERING			3
SUMMARY FINANCIAL INFORMATION			4
RISK FACTORS			4
USE OF PROCEEDS			9
DILUTION			12
DISTRIBUTION			13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			16
BUSINESS			18
DESCRIPTION OF PROPERTY			19
DIRECTORS, EXCUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES			19
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			21
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS			22
RECENT SALES OF UNREGISTERED SECURITIES			22
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS			24
DESCRIPTION OF SECURITIES			26
DIVIDEND POLICY			27
SECURITIES OFFERED			27
LEGAL MATTERS			28
EXPERTS			28
WHERE YOU CAN FIND MORE INFORMATION			28
INDEX TO FINANCIAL STATEMENTS		F-1
PART III—EXHIBITS		29

 

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

 

In this Offering Circular, unless the context indicates otherwise, references to "Acqusalut", "we", the "Company", "our" and "us" refer to the activities of and the assets and liabilities of the business and operations of Acqusalut Inc. 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in "Risk Factors" and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

	·	The speculative nature of the business we intend to develop;

 

	·	Our reliance on suppliers and customers;

  

	·	Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a "going concern;"

 

	·	Our ability to effectively execute our business plan;

 

	·	Our ability to manage our expansion, growth and operating expenses;

 

	·	Our ability to finance our businesses;

 

	·	Our ability to promote our businesses;

 

	·	Our ability to compete and succeed in highly competitive and evolving businesses;

 

	·	Our ability to respond and adapt to changes in technology and customer behavior; and

 

	·	Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.

 

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

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SUMMARY

 

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

 

Company Information

 

The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "Acqusalut Inc.” was incorporated on April 2, 2019, under the laws of the State of Florida. Our fiscal year-end date is December 31.

 

Acqusalut Inc.” offices are located at 7135 Collins Ave No. 624, Miami Beach, FL 33141. Our Website is www.Acqusalut.com. Our telephone number is 305-865-8193 our Email address is info@Acqusalut.com

 

We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular. 

 

Section 15(g) of the Securities Exchange Act of 1934

 

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

 

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as  bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 

Dividends

 

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.

 

Trading Market

 

Our Common Stock does not trade on any market.  

 

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SUMMARY OF THE OFFERING

Issuer		Acqusalut Inc.
Securities Offered:		Up to 100,000,000 shares of the Company’s Class A Common Stock.
Offering Price:		$0.10 per share.
Offering Period:		For one year from the date of this prospectus, unless extended by the Company for an additional 90 days in its sole discretion.
Proceeds to the Company:		Assuming the following percentages of Common Stock sold in the offering, the Company will receive the following proceeds:
		% of Common Stock Sold	Gross Proceeds
		25%			2,500,000
		50%			5,000,000
		75%			7,500,000
		100%			10,000,000
		There is no guarantee that the Company will receive any proceeds from this offering.  The Company estimates the expenses of this offering will be approximately $17,000, which shall be deducted from the gross proceeds received in the offering.
Use of Proceeds:		We will use the net proceeds, for which there is no guarantee of receipt, of this offering to set up small open-fronted cubicles that are known as Kiosk shops that we plan to use to sell certain brand name products and for working capital purposes (see “Use of Proceeds” on page 9).
Common Stock Outstanding Prior to the Offering:		3,930,000 shares of Class A Common Stock and 11,000,000 shares of Class B common stock.
		Shares of Class B common stock have super voting rights giving each share of Class B common stock 10 votes for all matters on which the holders of Class A Common Stock vote.
Common Stock Outstanding After the Offering:		103,930,000 of Class A Common Stock, and 11,000,000 Class B Common Stock assuming all of the shares of Common Stock offered in this prospectus are sold, which will represent approximately 46.74% of the outstanding voting stock of the Company.
Trading Symbol:		There is currently no public market for our Common Stock.  Assuming we have a successful offering, we plan to have our shares of Common Stock quoted on the OTCQB.  To be quoted on the OTCQB, a market maker must apply to make a market in our Common Stock.  We do not have any agreements or understanding with any market maker and to file an application on our behalf and there is no guarantee that a market maker will file an application on our behalf.
Risk Factors:		Investing in our Common Stock involves a high degree of risk.  Please refer to the sections “Risk Factors” and “Dilution” before making an investment in our Common Stock.

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SUMMARY FINANCIAL INFORMATION

 

The following summary financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. 

	For the Period from
	April 2, 2019
	through April 15, 2019
Statement of Operations
Revenues	$	-0-
Cost of Revenues	$	-0-
General and Administrative Expenses	$	133
Total Operating Expenses	$	133
Other Income	$	-0-
Net Loss	$	133
	As of  April 15, 2019
Balance Sheet Data
Cash	$	11,330
Total Assets	$	11,330
Total Liabilities	$	10,133
Stockholders’ Equity	$	1,197

 

RISK FACTORS

______

 

The following is only a brief summary of the risks involved in investing in our Company. Investment in our Securities involves risks. You should carefully consider the following risk factors in addition to other information contained in this Disclosure Document. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this Document, including statements in the following risk factors, constitute "Forward-Looking Statements."

Risks Related to this Offering

Prospective investors must undertake their own due diligence

Prospective investors are being provided with limited information regarding our company, our current and future business and operations, our management and our financial condition. While we believe the information contained in this Offering Memorandum, including its exhibits, is accurate, such documents are not meant to contain an exhaustive discussion regarding the company.  We cannot guarantee a prospective investor that the abbreviated nature of this Offering Memorandum will not omit to state a material fact which a prospective investor may believe to be an important factor in determining if an investment in the Shares is appropriate for such investor.  As a result, prospective investors are required to undertake their own due diligence of the company, our current and proposed business and operations, our management and our financial condition to verify the accuracy and completeness of the

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information we are providing in this Offering Memorandum. This investment is suitable only for investors who have the knowledge and experience to independently evaluate our company, our business and prospects.

We are depended upon the proceeds of this offering to provide funds to develop our business. Because this is a best efforts offering there are no assurances we will raise sufficient capital to enable us to develop our business

We are dependent upon the proceeds from this offering to provide funds for the development of our business. If we sell less than all of the Shares offered hereby, we will have significantly less funds available to us to implement our business strategy, and our ability to generate any revenues may be adversely affected. While this offering seeks to raise a portion of the capital we will need, this is a best efforts offering with no minimum and there are no assurances we will sell all or any portion of the Shares offered hereby. Even if we sell all of the Shares offered hereby, we cannot guarantee prospective investors that we will ever generate any significant revenues or report profitable operations, or that our revenues will not decline in future periods. We do not have any firm commitments to provide capital and we anticipate that we will have certain difficulties raising capital given the development stage of our company, and the lack of a public market for our securities. Accordingly, we cannot assure you that additional working capital as needed will be available to us upon terms acceptable to us.  If we do not raise funds as needed, our ability to continue to implement our business model is in jeopardy and we may never be able to achieve profitable operations.  In that event, our ability to continue as a going concern is in jeopardy and you could lose all of your investment in our company.

There is no public market for our shares

There is no public market for the Shares, and there are no assurances a public market will ever be established. Accordingly, an investment in the Shares should be considered illiquid.

Our management has full discretion as to the use of proceeds from this offering

We presently anticipate that the net proceeds from this offering will be used the purposes set forth under “Use of Proceeds” appearing elsewhere in this Offering Memorandum. We reserve the right, however, to use the net proceeds from this offering for other purposes not presently contemplated which we deem to be in our best interests in order to address changed circumstances and opportunities. As a result of the foregoing, purchasers of the Shares offered hereby will be entrusting their funds to our management, upon whose judgment and discretion the investors must depend, with only limited information concerning management's specific intentions.

Risks Related to Our Business

Our company is a newly started business and may contain the ordinary risks all new businesses have to go through in the early years

We were formed on April 2, 2019 and our objective is to set up small open-fronted cubicles that are known as Kiosk shops to sell certain branded name products to the public. We eventually may add our own branded products. Our business prospects are difficult to predict because of the early stage of development, our unproven business strategy and our capital needs. Like most newly begun companies, we have incurred losses since we began. As a development stage company, we face numerous risks and uncertainties in implementing our business plan and there are no assurances that we will be successful. 

The success of our business model is depended upon our ability to identify locations that will generate enough traffic for the events that we will organize

Our business plan is to set up small open-fronted cubicles that are known as Kiosk shops to sell certain branded name products (we eventually may add our own branded products) to the public in various locations and unless we find the right locations we may have a hard time getting enough traffic to our locations.

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We may need additional financing which we may not be able to obtain on acceptable terms. Additional capital raising efforts in future periods may be dilutive to our then current shareholders or result in increased interest expenses in future periods.

It may require us to raise additional working capital to continue to implement our business model. Our future capital requirements, however, depend on a number of factors, including our operations, the financial condition of an acquisition target and its needs for capital, our ability to grow revenues from other sources, our ability to manage the growth of our business and our ability to control our expenses. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of the Shares. We cannot assure that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise funds as needed, we will be unable to fully implement our business model, fund our ongoing operations or grow our company.

We may acquire certain synergistic businesses already in operation in exchange for stock of our company and such acquisition efforts in future periods may be dilutive to our then current shareholders

Our business model may result in the issuance of our securities to consummate certain acquisitions in the future. As a result, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. As we will generally not be required to obtain the consent of our shareholders before entering into acquisition transactions, shareholders are dependent upon the judgment of our management in determining the number of, and characteristics of stock issued as consideration in an acquisition.

We are dependent on certain key personnel and the loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations

Our success is, to a certain extent, attributable to the management, sales and marketing, and operational expertise of key personnel who will perform key functions in the operation of our business. The loss of one or more of these key employees could have a material adverse effect upon our business, financial condition, and the results of operations could be adversely impacted.

We face increasing competition from other established companies, small enterprises, and other organizations that have far greater resources and brand awareness than we have.

A significant number of established businesses, including major franchises and their affiliates, and other organizations have entered or may plan to enter Kiosk shop business. Many of these current and potential competitors have substantially greater financial, marketing, research and other resources than we have.

One stockholder own 11,000,000 shares of our Class B common stock with 110,000,000 in voting rights and his interests may differ from yours and that shareholder will be able to exert significant influence over our corporate decisions, including a change of control.

The founder of the Company Andrew Weeraratne has 110,000,000 voting rights due to his ownership of 11,000,000 Class B common stock (See also “Capitalization”). The shares of Class B common stock have super voting rights. Even after a successful completion of this offering of 100 million Shares, this shareholder will have 51.42 % of

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voting. As a result, he will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. This stockholder may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their stock as part of a sale of our company, and might ultimately affect the potential market price of our stock. Conversely, this concentration may facilitate a change in control at a time when you and other investors may prefer not to sell.

Our financials are not independently audited, which could result in errors and/or omissions in our financial statements if proper standards are not applied.

We are not required to have our financials audited by a certified Public Company Accounting Oversight Board (“PCAOB”). As such, our accountants do not have a third party reviewing the accounting. Our accountants may also not be up to date with all publications and releases put out by the PCAOB regarding accounting standards and treatments. This could mean that our unaudited financials may not properly reflect up to date standards and treatments resulting misstated financial statements.

Our management has a limited experience operating a public company and are subject to the risks commonly encountered by early-stage companies.

Although our management has experience in operating small companies, current management has not had to manage expansion while being a public company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

	·	risks that we may not have sufficient capital to achieve our growth strategy;

	·	risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

	·	risks that our growth strategy may not be successful; and

	·	risks that fluctuations in our operating results will be significant relative to our revenues.

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

We may be unable to manage growth, which may impact our potential profitability.

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

	·	Establish definitive business strategies, goals and objectives;

	·	Maintain a system of management controls; and

	·	Attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.

If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.

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Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business

We plan to become a public company soon after this offering and expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

We estimate that it will cost approximately $50,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company that we hope to become soon after this offering. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital. 

We may not pay dividends in the future; any return on investment may be limited to the value of our common stock.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

A reverse stock split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be adversely affected by a reverse stock split given the reduced number of shares that will be outstanding following a reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split.

We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not

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limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

Section 107 of the JOBS Act 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 irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

 

We could 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 annual gross revenues exceed $1 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 common stock that is held by non-affiliates exceeds $1.07 billion as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

 

Statements Regarding Forward-looking Statements

______

 

This Disclosure Statement contains various "forward-looking statements." You can identify forward-looking statements by the use of forward-looking terminology such as "believes," "expects," "may," "will," "would," "could," “should," "seeks," "approximately," "intends," "plans," "projects," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.

 

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled "Risk Factors."

 

USE OF PROCEEDS

 

The following Table shows how we will use our proceeds from our shares being offered (after our estimated offering expenses of $17,000) the Company will receive if:

 

If 25% of the Shares offered are sold: 

  

If 50% of the Shares offered are sold:

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If 75% of the Shared offered are sold: 

  

If 100% of the Shares offered are sold:

These estimates are presented for illustrative purposes only and the actual amount of proceeds received may differ. As there is no minimum offering, we cannot estimate how much in proceeds we will receive from the sale of the shares of our Common Stock offered hereby. There is no guarantee that the Company will receive any proceeds from this offering.

 

Use of Proceeds	Sale of 25,000,000 Shares 25%		Sale of 50,000,000 Shares 50%		Sale of 75,000,000 Shares 75%		Sale of 100,000,000 Shares 100%
Gross proceeds	$	2,500,000	$	5,000,000	$	7,500,000	$	10,000,000
Offering expenses (1)	$	17,000	$	17,000	$	17,000	$	17,000
Net proceeds	$	2,483,000	$	4,983,000	$	7,483,000	$	9,983,000
Kiosk shops (2)	$	1,000,000	$	2,500,000	$	7,000,000	$	7,000,000
Working capital (3)	$	1,483,000	$	2,483,000	$	483,000	$	2,983,000
Total Funds Remaining	$	0	$	0	$	0	$	0

	(1)	Offering expenses include legal, accounting, SEC filing fees and costs, EDGAR fees, blue sky, transfer agent fees and other direct costs associated with this offering. We expect to pay the offering costs from cash on hand and the proceeds of this offering.

 

	(2)	We plan on buying certain brand name products and sell them in small open-fronted cubicles that are known as Kiosk shops we plan to set up. We estimate setting up of each kiosk to cost us about $50,000 and cost of initial inventory that we plan to sell to be about $50,000

Our cost estimations are based on the research we have done via the Internet and the meetings/discussions we’ve undertaken with currently operating beverage retail & wholesale businesses and certain insiders of the business. It is possible that our estimations may change materially during the course of the projects. In the event the actual costs are higher than we presently estimate, we will be required to reduce the estimated number of kiosks we will be able to set up or the amount of inventory we can buy using the proceeds of this offering.

 

	(3)	Includes funds for general overhead and operating expenses, as well and fees and costs associated with an application to list our Common Stock on a major stock exchange.

 The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

 

As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.

 

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly

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depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

 

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

Use of Working Capital and Revenue Generation

 

There is no assurance that we will be able to raise any funds from this offering as we are conducting this offering on a “best-efforts” basis.

 

25% of the Shares of Common Stock Offered

 

However, if we sell 25% of the shares of Common Stock that we are registering, we plan to set up ten kiosk shops where we believe we can make $600,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual administrative expenses of $120,000 will give us a total of $1,963,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $150,000 per year we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 13 years. We arrived at this figure by dividing the cash balance at the end of the first year of $1,963,000 by $150,000.  

50% of the Shares of Common Stock Offered

 However, if we sell 50% of the shares of Common Stock that we are registering, we plan to set up twenty kiosk shops where we believe we can make $1,200,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual administrative expenses of $180,000 will give us a total of $4,003,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $200,000 per year we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 20 years. We arrived at this figure by dividing the cash balance at the end of the first year of $4,003,000 by $200,000.  

 

75% of the Shares of Common Stock Offered

 

However, if we sell 75% of the shares of Common Stock that we are registering, we plan to set up thirty kiosk shops where we believe we can make $1,800,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual administrative expenses of $180,000 will give us a total of $6,103,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $300,000 per year we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for about 20 years. We arrived at this figure by dividing the cash balance at the end of the first year of $6,103,000 by $300,000.  

 

100% of the Shares of Common Stock Offered

 

However, if we sell 100% of the shares of Common Stock that we are registering, we plan to set up forty kiosk shops where we believe we can make $2,400,000 in total annual net cash flow in the first year. That added to the net working capital left as in above table after annual administrative expenses of $216,000 will give us a total of $8,167,000 cash balance at the end of the year. In the future years assuming we could breakeven after paying future expenses from future sales estimating the future administrative expenses to be $500,000 per year we believe the balance of cash at the end of the first year will allow us to continue our business without any cash flow crisis for

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about 16 years. We arrived at this figure by dividing the cash balance at the end of the first year of $8,167,000 by $500,000.  

 

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share of common equity immediately after completion of this offering. Net tangible book value is the amount that results from subtracting our total liabilities and intangible assets from our total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares of Common Stock being offered. Dilution of the value of the shares of Common Stock you purchase is also a result of the lower net tangible book value of the shares held by our existing shareholders.

 

As of April 15, 2019, the net tangible book value of our shares of common equity, which includes our Common Stock and Class B common stock, was approximately $0.0012, based upon combined outstanding shares of Common Stock and shares of Class B common stock. The following table provides information regarding:

	·	the net tangible book value per share of common equity before and after this offering;

  

	·	the amount of the increase in the net tangible book value per share of common equity attributable to the purchase of the shares of Common Stock being offered hereby; and

  

	·	the amount of the immediate dilution from the public offering price which will be absorbed by purchasers in this offering.

 

The following table presents information assuming the sale of:

 

	·	25% of the shares offered hereby;

 

	·	50% of the shares offered hereby;

 

	·	75% of the shares offered hereby;

 

	·	100% of the shares offered hereby.

 

These four dilution scenarios below are presented for illustrative purposes only and the actual amount of dilution to purchasers in this offering may differ based upon the number of shares of Common Stock sold in this offering.

The following table sets forth on a pro forma basis, at April 15, 2019, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid

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or to be paid by existing holders of common stock and by the new investors, if 25%, 50%, 75% or 100% of the shares issued are sold, before deducting estimated offering expenses payable by us.

	Shares		Price	Price/share
Founding shares	14,930,000		17,630	0.0012
Net deficits	14,930,000		0	0.000000
NTBV before Reg A	14,930,000		17,630	0.0012
	0		0	0.0100
NTBV before offering	14,930,000		17,630	0.0012
25% offering	25,000,000		2,500,000	0.1
Exp of offering	39,930,000		(17,000)	(0.0004)
NTBV after offering	39,930,000		2,500,630	0.0626
Increase due to offer				0.0614
Dilution				0.0374
50% offering	50,000,000		5,000,000	0.1
NTBV after offering	64,930,000		5,000,630	0.0770
Increase due to offer				0.0758
Dilution				0.0230
75% offering	75,000,000		7,500,000	0.1
NTBV after offering	89,930,000		7,500,630	0.0834
Increase due to offer				0.0822
Dilution				0.0166
100 M offering	100,000,000		10,000,000	0.1
NTBV after offering	114,930,000		10,000,630	0.0870
Increase due to offer				0.0858
Dilution				0.0130

 

DISTRIBUTION

 

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

 

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Pricing of the Offering

 

Prior to the Offering, there has been no public market for the Offered Shares. The initial public offering price was determined by the management. The principal factors considered in determining the initial public offering price include:

 

	·	the information set forth in this Offering Circular and otherwise available;

 

	·	the history of our management and consultants and the history of and prospects for the industry in which we compete;

 

	·	our projected financial performance;

 

	·	our prospects for future earnings and the present state of our development;

 

	·	the general condition of the securities markets at the time of this Offering;

 

	·	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

 

	·	other factors deemed relevant by us.

 

Investment Limitations

 

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

Because this is a Tier 1, Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an "accredited investor" as defined under Rule 501 of Regulation D under the Securities Act (an "Accredited Investor"). If you meet one of the following tests you should qualify as an Accredited Investor:

 

	(i)	You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

 

	(ii)	You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);

  

	(iii)	You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

 

	(iv)	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;

 

	(v)	You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

 

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	(vi)	You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

 

	(vii)	You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or

 

	(viii)	You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

 

Offering Period and Expiration Date

 

This Offering will start on or after the Qualification Date and will terminate  on the Termination Date.

 

Procedures for Subscribing

 

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

 

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

 

	2.	Deliver funds directly by wire or electronic funds transfer via ACH to the specified account maintained by us.

 

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

 

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

 

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

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

  

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

 

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

 

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No Escrow

 

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

 

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

______

 

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Risk Factors", "Cautionary Statement regarding Forward-Looking Statements" and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

 

Management’s Discussion and Analysis

 

The Company was incorporated on April 2, 2019 and had no revenues from operations and had set up expenses so far, that were paid from the cash contributions of the founders,  and we cannot begin any operations until we raise enough funds through this offering to set up small open-fronted cubicles that are known as Kiosk shops to sell certain branded name products to the public.

 

Plan of Operation for the Next Twelve Months

 

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months and to proceed to set up small open-fronted cubicles that are known as Kiosk shops to sell certain branded name products to the public. In the event we don’t raise any funds from this offering we have enough funds to carry on with our efforts to raise funds for the next twelve months.

 

Cost of revenue. The Company expects that the cost of revenue will consist primarily of cost of purchases of inventory we plan to sell, labor cost and the marketing cost.

 

Research and development. We do not have any research and development expenses at the present time and do not anticipate any in the near future.

Marketing and sales. The Company will make substantial marketing and sales expenses related to the products we plan to sell.

 

General and administrative. We believe our general and administrative expenses consist of legal fees, accounting fees and consulting fees to be minimal at the current time but anticipate them to increase when we begin producing our musical events.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Quantitative and Qualitative Disclosures about Market Risk

 

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

 

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The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates and assumptions include the fair value of the Company's common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to the Company's deferred tax assets.

 

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Relaxed Ongoing Reporting Requirements

 

Upon the completion of this Offering, we expect to elect to become a public reporting company under the Exchange Act. If we elect to do so, we 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 we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an "emerging growth company", we 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:

  

	·	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 

	·	taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

 

	·	being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 

	·	being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an "emerging growth company" for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any May 31 before that time, we would cease to be an "emerging growth company" as of the following May 31.

 

If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 1 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 semiannual 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 semiannual reports are due in 90 calendar days after the end of the first six months of the issuer's fiscal year.

 

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In either case, we 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 our stockholders could receive less information than they might expect to receive from more mature public companies. 

 

Acqusalut Inc.

Summary

 

Acqusalut Inc is a start-up in the retail industry. Our primary planned business objective is to set up small open-fronted cubicles that are known as Kiosk shops to sell certain branded name products to the public. We eventually may add our own branded products. . 

 

History

The Company was incorporated on April 2, 2019 in the State of Florida and after raising initial funds from founding shareholders we began this offering.

BUSINESS

The following description of our business contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties, as set forth above under "Special Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors described in the Annual Report , including those set forth above in the Special Cautionary Note Regarding Forward-Looking Statements or under the heading "Risk Factors" or elsewhere in this Offering Circular. 

 

The Kiosk Shop Business 

According to the U.S. retail sales report by the U.S. Census Bureau retail sales hit a record of $6 trillion in 2018. That's better than the pre-recession high of $4.4 trillion spent in 2007. It's also a 50% increase from 2009's record low of $4.06 trillion. According to an Enterprise Magazine article entitled “How to Start a Kiosk Business,” While the costs of establishing a permanent retail location can be steep--you may spend up to $100,000 or more, with leases spanning three to 10 years--carts, kiosks and temporary spaces can be an easier way to get a foot in the door with a lot less risk. The upfront investment for a kiosk or a cart ranges from just $2,000 to $10,000, according to Patricia Norins, publisher of Specialty Retail Report, a quarterly trade publication for specialty retailers. And today, carts and kiosks are a $10 billion industry.

Flexibility is another advantage to staying small. License agreements for carts and kiosks are shorter and are usually renewed every month up to one year depending on the location. This arrangement makes it easy for entrepreneurs to "come in, try it out for a month, and if their product isn't working, shift to a new product line or close up shop and move to a new location," Norins says. These temporary locations can also work well for seasonal businesses that only need to be open for a limited time. For example, a specialty candy shop may open just before Christmas, remain open through Valentine's Day, Easter and Mother's Day, then close for the remainder of the year. The most popular site for a temporary operation is a busy mall, but many operators are also finding success in airports and other transportation facilities, at sporting events, and at other creative venues limited only by their imagination and ability to strike a deal with the property manager.

Competition

 

There are few franchised kiosk shops such as Healthier 4U Vending which is the premier delivery system for healthier eating choices for people on the go. Healthier 4U Vending, a wholly owned subsidiary of 21st Century Technologies Group, was launched to be the premier healthy vending company in the world. TCBY and Mrs. Fields pioneered the Yogurt and Cookie industry over 35 years ago, and they both are focusing Kiosk Shops as an expansion strategy according to www.betheboss.com website.  According to the same website, Dippin' Dots, is another such franchisor, that has been the leader in beaded ice cream for 25 years and is a household name with over 5.2 million Facebook fans. Dippin' Dots is made from fresh dairy ingredients flavored with a variety of fun, fruity, enticing and exotic flavors. It is flash frozen and stored at -40 below zero, making it the coolest and freshest ice cream around. Dippin’ Dots is also the parent company of Doc Popcorn, the largest franchised retailer of

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fresh-popped popcorn in the world, and offers an attractive dual-brand franchise opportunity. There are currently quite a few small family owned and operated kiosk shops and it appears that there is enough space for them to stay in business and make a living.

  

Seasonality

 

We do not expect any seasonality in our business. 

 

Litigation

 

The Company has no current, pending or threatened legal proceedings or administrative actions either by or against the Company issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past or pending trading suspensions

  

DESCRIPTION OF PROPERTY

Facilities

 

The Company’s office space for its principal corporate office located at 7135 Collins Ave No. 624, Miami Beach FL 33141 is provided by Chief Executive Officer at no charge. 

 

Employees

As of May 6, 2019, we had one employee, including officers and directors. 

 

Legal Proceedings

 

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. 

 

DIRECTORS, EXCUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

The following individuals serve as our executive officers and members of our board of directors:

 

I. Andrew Weeraratne, age 68, Chief Executive Officer, Chairman of the Board of Directors and Chief Financial Officer

 

Mr. Weeraratne has served as our Chief Executive Officer and member of our board of directors since inception.  Mr. Weeraratne had been an entrepreneur since he was 14-years old and has been involved in various start-up ventures in many parts of the world, including Asia, Middle East, Europe and the U.S.A, in a variety of industries including communications, construction, and entertainment in addition to forming various global joint ventures.

He founded Capax Inc. in February 2017 and worked as its Chief Executive officer from February 2017 to May 2018 during which time he filed a prospectus with the SEC to take Capax Inc, public. In May 2018, Capax Inc., merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc. From October 2013 to January 2017, Mr. Weeraratne served as the Chief Executive Officer and Chief Financial Officer for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC reverse-merged with Quest Energy Inc. and the name of NGFC was changed to American Resources Corporation and currently trading under the symbol “AREC,” on the OTCQB.

19

From February 2000 to the present time he serves as president of Passerelle Corp., a private investment company on a part time basis while managing a few private investment partnerships.  Mr. Weeraratne was chief financial officer of China Direct, Inc. (Nasdaq: CDII) from February 2009 to May 2009.  From August 2004 to December 2008, Mr. Weeraratne acted as a financial consultant working in a variety of industries including work with the Embassy of the United States of America in Iraq as a financial advisor to form an Iraqi Accounting Association to introduce International Accounting Standards to Iraq as part of a plan to privatize State owned enterprises after the Iraq war. From December 1998 to February 2000, Mr. Weeraratne was the chief financial officer of National Lampoon, Inc. (formerly known as J2 Communications), a provider of branded comedic content. From November 1996 to December 1998, Mr. Weeraratne was the controller for Beachport Entertainment Corp., a provider of family entertainment, festivals and sporting events and television programming. From 1990 to 1996 Mr. Weeraratne was the chief financial officer of Business Resource Exchange, a business consulting company that identified, acquired and resold undervalued companies. From 1982 to 1989, Mr. Weeraratne managed his own CPA firm in Washington D.C. representing foreign clients with investments in the U.S. and in International taxation matters. Mr. Weeraratne has been a Florida licensed Certified Public Accountant since 1981.  He is also an author, and wrote a book entitled “Uncommon Commonsense Steps to Super Wealth,” where he illustrates how some people beginning with very little ended up in the list of richest people on earth by focusing only one out of four ways to make their wealth. Mr. Weeraratne devotes approximately 90 % of his time to our business and affairs.

 

Eugene Nichols, age 72, member of the Board of Directors, Secretary, Treasurer

 

Mr. Nichols has served as a director of our Company since its inception in 2018. Mr. Nichols has over 30 years of sales, management and marketing experience with a Fortune 100 company.  Prior to that he served as a director, the secretary and the treasurer of Capax Inc. from February 2017 to May 2018. Capax Inc. went public by filing a prospectus with the SEC. In May 2018, Capax Inc., merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merger and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc. From October 2013 to January 2017, Mr. Nichols served as the President and a member of the Board of Directors for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC was reverse merged with American Resources Corporation and currently trading under the symbol “AREC.”

He began his professional career as a sales representative at Beecham Massengill in Bristol, Tennessee, where he was employed from 1972 to 1976. From May 1976 until October 2002 he was employed with Abbott Diagnostic for 26 years holding various positions including sales executive, sales trainer, district manager and director advertising and communication.  Mr. Nichols was retired from October 2002 until March 2007. Mr. Nichols’ professional experience also includes, the part time work he did, in the start-up and majority ownership of Communication Exchange Inc. and Visa Exchange, Inc., in Washington D.C., from 1988 to 1991, co-owner of Foxfire Golf Course in Waupaca, Wisconsin (1995 until 2004) and managing partner of Power Management Electrical Consultants, an electrical consulting firm in Pasadena, Maryland from March 2007 until June 2011.

 

Mr. Goran Antic age 45, Member of the Board of Directors

 

Mr. Antic has served as a director of our Company since its inception in 2018. He began his career with Getinge Sterilization factory (division of Getinge Group), a public company based in Sweden which is one of the largest medical supply companies in the world in 1990 as an assembler and then moved to the testing department of Getinge Group in 1995. He worked in that division till 1999 and then was promoted to be an international service engineer of Getinge Sweden which is another subsidiary of Getinge Group. In 2005, Mr. Antic was transferred to Getinge International branch in Miami, Florida as a service manager for Latin America and Caribbean islands. Mr. Antic began ECI-LATAM Inc. in April of 2014 with an agreement with Getinge International to serve the same client base through his own company, ECI-LATAM Inc.  Mr. Antic had his education as an electronic engineer at Kattegat Institution in Halmstad, Sweden.

Mr. Antic served as a director of Capax Inc., from February 2017 to May 2018. Capax Inc. went public by filing a prospectus with the SEC. In May 2018, Capax Inc., merged with Reborn Global Holdings Inc. in the business of

20

wholesale and retail coffee sales in a reverse merger and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.

 

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers  for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. Compensation for the future will be determined when and if additional funding is obtained.

Summary Compensation Table – Officers

(1)

There is no employment contract with Mr. Andrew Weeraratne at this time.  Nor are there any agreements for compensation in the future.  A salary and stock options and/or warrants program may be developed in the future. The amount of value for the services of Mr. Weeraratne was determined by agreement for shares in which he received as a founders for (1) control, (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the corporation. The amount received by Mr. Weeraratne is not reflective of the true value of the contributed efforts by Mr. Weeraratne and was arbitrarily determined by the company.

Director Compensation Table

 

21

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

During the current fiscal year or any currently proposed transaction, there is no transaction involving the Company, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for its last three fiscal years.

  

Disclosure of Conflicts of Interest

 

There are no conflicts of interest between the Company and any of its officers or directors.

Stock Options

 

The Company has no stock option plan

Indemnification Agreements

 

We have entered into indemnification agreements with each of our directors, executive officers and other key employees. The indemnification agreements and our amended and restated By-Laws will require us to indemnify our directors to the fullest extent permitted by Florida law.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act), may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 

The Florida Business Corporation Act permits, but does not require, corporations to indemnify a director, officer or control person of the corporation for any liability asserted against her and liability and expenses incurred by her in her capacity as a director, officer, employee or agent, or arising out of her status as such, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, unless the articles of incorporation provide otherwise, whether or not the corporation has provided for indemnification in its articles of incorporation. Our articles of incorporation have no separate provision for indemnification of directors, officers, or control persons.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the act and is therefore unenforceable.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

The following are all issuances of securities by the registrant since its formation in April 2019, which were not registered under the Securities Act. In each of these issuances the recipient represented that he or she was acquiring the shares for investment purposes only, and not with a view towards distribution or resale except in compliance with applicable securities laws. No general solicitation or advertising was used in connection with any transaction, and the certificate evidencing the securities that were issued contained a legend restricting their transferability absent registration under the Securities Act or the availability of an applicable exemption therefrom. Unless specifically set forth below, no underwriter participated in the transaction and no commissions were paid in connection with the transactions.

The shares of our common stock were issued pursuant to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933.  These shares of our common stock qualified for exemption under Section 4(a)(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.  The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.  We did not undertake an offering in which we sold a high number of shares to a high number of investors.  In addition, these shareholders had necessary investment intent as required by Section 4(a)(2) since they agreed to receive share certificates bearing a legend

22

stating that such shares are restricted pursuant to Rule 144 of the 1933 Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”  All shareholders are “sophisticated investors” and are family members, friends or business acquaintances of our officers and directors.  Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.

On April 5, 2019 the Company issued Andrew Weeraratne (AW) its CEO, CFO and Chairman of the Board of Directors 11,000,000 Class B shares at the par value of $0.0001 for a total of $1,100 that AW paid to the Company.

 

As shown on the table below, on April 5, 2019, the Company issued the following shares of Class A common stock as founders’ shares to the following officers and directors for a total of $230 that AW paid to the Company.

Name		Title		# of Shares			Consideration ($)
Eugene Nichols		Director			100,000		$	10
Groan Antic		Director			100,000		$	10
Kazuko Kusunoki		Vice President - Administration			100,000		$	10
Mfusion Corp		A related company			1,000,000		$	100
PEHF LLC		A related company			1,000,000		$	100

Mfusion Corp is a related company that AW is the CEO, CFO and the Chairman of Board of Directors. All directors of the Company are also directors of Mfusion Corp. On April 4, 2019 Mfusion Corp loaned $10,000 to the Company at an annual interest rate of 6% per year with the interest to be accrued quarterly.  The Board of Directors of the Company gave Mfusion Corp the option to convert this $10,000 loan to 100,000 Class A common stock of the Company at $0.10 per share within 6 years from April 4, 2019.

 

PEHF LLC is a limited liability company where AW is the General Partner.  

 

On April 10, 2019 we sold 1,630,000 Class A Common Stock at $0.01 per share to eight shareholders, with whom the founder of the Company AW has established long term relationship, for a total sum of $16,300.

 

Review, Approval or Ratification of Transactions with Related Parties

 

We have adopted a related-party transactions policy under which our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related-party transaction with us without the consent of our audit committee. If the related party is, or is associated with, a member of our audit committee, the transaction must be reviewed and approved by another independent body of our Board of Directors, such as our governance committee.

 

Disclosure of Conflicts of Interest

 

There are no conflicts of interest between the Company and any of its officers or directors. 

 

Employment Agreements

 

We have no employment agreement with any officers

 

Legal/Disciplinary History

23

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

 

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

 

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

 

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

 

Board Composition

 

Our board of directors currently consists of three persons. Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

 

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets. 

 

Board Leadership Structure and Risk Oversight

 

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees when established will also provides risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

 

Code of Business Conduct and Ethics

 

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We will post on our website a current copy of the code and all disclosures that are required by law or market rules in regard to any amendments to, or waivers from, any provision of the code. 

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of May 6, 2019 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (10%) of our capital stock. The percentage of beneficial ownership in the table below is based on 14,930,000 shares of common stock deemed to be outstanding as of May 6, 2019

24

(1)

The 11,000,000 shares of class B common stock beneficially owned by our CEO, I Andrew Weeraratne have 110,000,000 in total votes due to class B shares having 10 votes for each shares.

 

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of May 6, 2019 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (5%) of our capital stock. The percentage of beneficial ownership in the table below is based on 14,930,000 shares of common stock deemed to be outstanding as of May 6, 2019

 

(1)

The 11,000,000 shares of class B common stock beneficially owned by our CEO, I Andrew Weeraratne have 110,000,000 in total votes due to class B shares having 10 votes for each shares.

 

DESCRIPTION OF SECURITIES

 

 General

 

We are authorized to issue an aggregate number of 2,000,000,000 shares of capital stock, of which (i) 1,600,000,000 shares are Common Stock, $0.0001 par value per share; (ii) 200,000,000 shares are Class B common stock, par value $0.0001 per share; and (iii) 200,000,000 shares of preferred stock, $0.0001 par value per share.

 

Class A Common Stock

 

We are authorized to issue 1,600,000,000 shares of Common Stock. As of May 6, 2019, 3,930,000 shares of the Common Stock are issued and outstanding.

 

Each share of Common Stock shall have one (1) vote per share for all purposes. Our common stock does not provide a preemptive or conversion right and there are no redemption or sinking fund provisions or rights. Holders of our Common Stock are not entitled to cumulative voting for election of the Company’s board of directors.

 

The holders of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future.

 

Class B Common Stock

 

We are authorized to issue 200,000,000 shares of Class B common stock. As of May 6,  2019, 11,000,000 shares of Class B common stock are issued and outstanding.

 

Each share of Class B common stock shall entitle the holder to ten (10) votes for each one vote per share of the Common Stock, and with respect to that vote, shall be entitled to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled to vote, together as a single class with the holders of Common Stock with respect to any question or matter upon which the holders of Common Stock have the right to vote. Class B common stock shall also entitle a holder to vote as a separate class as set forth in the Company’s bylaws.

 

The holders of our Class B common stock are entitled to dividends out of funds legally available when and as declared by our board of directors at the same rate per share as the Common Stock. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future.

 

Each share of Class B common stock is convertible into one (1) share of Common Stock, subject to adjustment, at any time at the option of the holder.

 

All outstanding shares of Class B common stock are duly authorized, validly issued, fully paid and non-assessable. So long as any shares of Class B common stock are outstanding, we have agreed not to take the following actions without the prior written consent of the holders of at least a majority of the voting power of the then outstanding Class B common stock:

 

26

	·	sell, convey or otherwise dispose of or encumber all or substantially all of our assets, or merger with or consolidate with another corporation, other than our wholly-owned subsidiary, or effect any transaction or series of transactions in which more than 50% of the voting power of our company is transferred or disposed of;

	·	alter or change any of the rights of the Class B common stock or increase or decrease the number of shares authorized;

	·	authorize or obligate our company to authorize any other equity security or security which is convertible or exercisable into an equity security of our company which has rights, preferences or privileges which are superior to, on a parity with or similar to the Class B common stock;

	·	redeem or repurchase any of our securities;

	·	amend our articles of incorporation; or

	·	change the authorized number of our board of directors.

  

Preferred Stock

 

We are authorized to issue up to 200,000,000 shares of preferred stock, par value $0.0001 per share, in one or more classes or series within a class as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications, limitations or restrictions thereof. Any preferred stock so issued by the board of directors may rank senior to other existing classes of capital stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control. Currently, no shares of our preferred stock have been designated any rights and we have no shares of preferred stock issued and outstanding.

 

Warrants

 

There are no outstanding warrants to purchase our securities.

 

Options

 

There are no outstanding options to purchase our securities.

 

Transfer Agent and Registrar

 

We currently do not have a transfer agent.

 

DIVIDEND POLICY

  

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant. 

 

27

SECURITIES OFFERED

 

Current Offering

 Acqusalut Inc. (“Acqusalut” “We,” or the “Company”) is offering up to 100,000,000 total of Securities, consisting of class A Common Stock, $0.0001 par value (the “Common Stock” or collectively the “Securities”). 

 

 

28

LEGAL MATTERS

 

Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon by Law Office of Clifford J. Hunt, P.A.

 

EXPERTS

 

The consolidated financial statements of the Company appearing elsewhere in this Offering Circular have been prepared by management and have not been reviewed by an independent accountant.

WHERE YOU CAN FIND MORE INFORMATION

 

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

 

 

29

INTERNALLY PREPARED FINANCIAL STATEMENTS

 

Acqusalut Inc.

 

CONTENTS

 

Financial Statements
Balance Sheets as of April 15, 2019	F-2
Statements of Operations for the period from inception April 2, 2019 through April 15, 2019	F-3
Statement of Stockholders’ Equity for the period from April 2, 2019 through April 15, 2019	F-4
Statements of Cash Flows for the period from April 2, 2019 through April 15, 2019	F-5
Notes to the Financial Statements	F-6

F-1

Acqusalut Inc.
Balance Sheets
	Internally Prepared Statements
		April 15, 2019
ASSETS
Current assets
	Cash and cash equivalent	$	11,330
	Total current assets		11,330
Total assets		$	11,330
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	Loan payable related party		10,133
	Total current liabilities		10,133
Stockholders' equity (deficit)
	Preferred stock: $.0001 par value; 30,000,000 authorized, no shares issued and outstanding for April 15, 2019		-
	Class A Common stock: $.0001 par value; 900,000,000 shares authorized and 3,930,000 shares issued & outstanding for April 15, 2019		393
	Class B Common stock: $.0001 par value; 70,000,000 shares authorized and 11,000,000 shares issued and outstanding for April 15, 2019		1,100
	Additional paid in capital		16,137
	Stock subscription receivable		(16,300)
	Retained earnings (deficit)		(133)
	Total stockholders' equity (deficit)		1,197
Total liabilities and stockholders' equity (deficit)		$	11,330
The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

F-2

Acqusalut Inc.
Statements of Operations
Internally Prepared Statements
			April 2, 2019
			(inception) to
			April 15, 2019
Revenue
Operating expenses
	Management fees		$	-
	Administrative expenses			133
		Total operating expenses		133
Loss from operations				133
		Net income (loss)		(133)
Basic and diluted income (loss) per common share			$	(0.00)
Basic and diluted weighted average number of common shares outstanding				13,651,667
	The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

F-3

 

 

 

 

 

 

F-4

 

Acqusalut Inc.
Statements of Cash Flows
			Internally Prepared Statements
					April 2, 2019
					(inception) to
					April 15, 2019
Cash flows from operating activities:
	Net income (loss)			$	(133)
	Adjustments to reconcile net income from continuing
	Increase in current liabilities				10,133
	operations to cash used in operating activities:
		Net cash used in operating activities			10,000
Investing activities:
		Net cash used in investing activities			-
Financing activities:
	Proceeds from sale of common stock				17,630
	Subscription receivable				(16,300)
		Net cash provided by financing activities			1,330
Net increase (decrease) in cash					11,330
Cash at beginning of period					-
Cash at end of period				$	11,330
Supplemental disclosures:
	Cash paid for:
		Interest		$	-
		Income taxes		$	-
	The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

F-5

Acqusalut Inc.

Notes to Financial Statements

April 15, 2019

NOTE 1 – DESCRIPTION OF BUSINESS

We incorporated our Company, Acqusalut Inc., on April 2, 2019 in the State of Florida. Our objective is to set up a chain of kiosk shops that we plan to use to sell snacks and beverages that we hope to franchise in the future.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of Presentation

The accompanying financial statements include the accounts of the Company for the period from April 2, 2019 inception date to April 15, 2019. This financial statement period is not an indicative of the results to be expected for the year ending December 31, 2019, or for any other interim period in future. The unaudited interim financial statements have been prepared by the management of the Company in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

b.

Going Concern Issue

The financial statements has been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from the date the financial report was authorized for issue.

The Company was set up on April 2, 2019 and we have $11,330 in cash in bank and $10,000 of it is a loan. We have commitments from founding shareholders to invest additional $16,300 in equity in the next few days. We don’t expect any revenue until we raise funds from the current offering and we believe we could carry on our business for the next 12 months with the funds we have in hand and anticipate receiving due to our low overhead operation strategy.  However, the financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – LOAN PAYABLE RELATED PARTY

Loan payable to related party consists of $10,000 borrowed from Mfusion Corp at 6% per annum interest to be accrued quarterly. This would be a convertible loan that Mfusion Corp could convert to Class A common stock of the Company at $0.10 per share within 6 years from April 4, 2019. Both Mfusion Corp. and the Company have the same 3 directors and the same CEO, CFO and the Chairman of the Board. $133 consists of an amount the CEO of the Company paid for corporate set up.

NOTE 4 – EQUITY

We have 1,000,000,000 authorized shares of capital stock, which consists of (i) 900,000,000 shares of Class A common stock, par value $0.0001 per share; (ii) 70,000,000 shares of Class B common stock, par value $0.0001 per share; and (iii) 30,000,000 shares of preferred stock, par value of $0.0001 per share.

The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by our Board of Directors from time to time.  Each share of Class B common stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A common stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together as a single class with holders of Class A common stock with respect to any question or matter upon which holders of Class A common stock have the right to vote. Class B common stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law. Holders of Class B common stock shall be entitled to dividends as shall be declared by our Board

F-6

of Directors from time to time at the same rate per share as the Class A common stock. The holders of the Class B common stock shall have the right to convert each one of their shares to one share of Class A common stock automatically by surrendering the shares of Class B common stock to us.

As of April 15, 2019 we have 1,000,000 Class B common stock outstanding 3,930,000 Class A common stock outstanding.

On April 3, 2019 the Board appointed I Andrew Weeraratne (“AW”) as the Chairman of the Board of directors, Chief Executive Officer and the Chief Financial Officer of the Company and approved him buying 11,000,000  Class B common stock at the par value of $0.0001 per share that he paid in cash of $1,100.

On April 4, 2019 The Board elected two new directors to the Board and the Board approved a list of persons who we believe could help us with the operation of the company, buying 1,300,000 Class A common stock at par value of $0.0001 per share that were paid $130.00 in cash that AW deposited in the bank.  Also on the same day, the Board approved to borrow $10,000.00 from a related company Mfusion Corp. at 6% annual interest to be accrued quarterly. This would be a convertible loan that Mfusion Corp could convert to Class A common stock at $0.10 per share within 6 years from April 4, 2019. The Board also approved to sell 1,000,000 shares to Mfusion Corp. at the par value of $0.0001 per share for a total value of $100.00

On April 9, 2019 at a Board meeting the Board approved selling certain number of shares to a few people with whom we already have established a relationship at $0.01 per share to raise additional funds to pay for the expenses of filing an offering under Regulation A with the SEC to raise $10 million. We received subscription for this from 8 subscribers to buy 1,630,000 for a total of $16,300. None of that $16,300 has been received by April 15, 2019, the date of these financial statements therefore we have recorded that amount as stock subscription receivable as a subtraction in the equity account.

F-7

PART III—EXHIBITS

 

Index to Exhibits

 

Exhibit No.		Description
2A		Articles of Incorporation of Acqusalut Inc.*
2B		Bylaws of Acqusalut Inc. *
4		Form of Subscription Agreement*
6		Convertible Loan Agreement with Mfusion Corp*
12.1		Opinion of Law Office of Clifford J. Hunt, P.A.*.
12.2		Consent of Counsel (included in Exhibit 12.1)
15		Code of Business Conduct and Ethics*
*  Filed herewith

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coral Gables, State of Florida on May 6, 2019. 

 

	Acqusalut Inc.
	By:	/s/ I. Andrew Weeraratne
		Name: I. Andrew Weeraratne
		Title: Chief Executive Officer

  

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints I. Andrew Weeraratne, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

29

Signature		Title		Date
		Chief Executive Officer (PEO), Chairman of
/s/ I. Andrew Weeraratne		the Board of Directors, Chief Financial Officer		May 6,  2019
I. Andrew Weeraratne
/s/ Eugene Nichols		Director, Secretary, Treasurer		May 6,  2019
Eugene Nichols
/s/ Goran Antic		Director		May 6,  2019
Goran Antic

30

ARTICLES OF INCORPORATION

OF

Acqusalut Inc

ARTICLE I

CORPORATE NAME

The name of this Corporation shall be Acqusalut Inc.

ARTICLE II

PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing address of the Corporation is 7135 Collins Avenue, No. 624, Miami Beach, Florida 33141.

ARTICLE III

NATURE OF BUSINESS AND POWERS

The general nature of the business to be transacted by this Corporation shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida.

ARTICLE IV

CAPITAL STOCK

The maximum number of shares of capital stock that this Corporation shall be authorized to issue and have outstanding at any one time shall be One Billion (1,000,000,000) shares of which (1) 900,000,000 shares have been designated as Class A Common Stock, par value $.0001 per share, (2) 70,000,000 shares have been designated as Class B Common Stock, par value $.0001 per share, and (3) 30,000,000 shares of Preferred Stock, par value of $.0001 per share.

The Class A Common Stock shall be designated as follows:

1.

Designation and Number of Shares.  The Class A Common Stock shall be designated “Class A Common Stock” par value $.0001 per share, and the number of shares constituting the Class A Common Stock shall be 900,000,000 shares.  

2.

Voting Rights.  The holders of Class A Common Stock shall be entitled to one vote per share.

3.

Dividends.  Holders of Class A Common Stock shall be entitled to dividends as shall be declared by the Corporation’s Board of Directors from time to time.

The Class B Common Stock shall be designated as follows:

1.

Designation and Number of Shares.  The Class B Common Stock shall be designated “Class B Common Stock” par value $.0001 each, and the number of shares constituting the Class B Common Stock shall be 70,000,000 shares.

2.

Voting Rights.  Each share of Class B Common Stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A Common Stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any

1

stockholders’ meeting in accordance with the bylaws of this Corporation, and shall be entitled to vote, together as a single class with holders of Class A Common Stock with respect to any question or matter upon which holders of Class A Common Stock have the right to vote.  Class B Common Stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law.

3.

Dividends.  Holders of Class B Common Stock shall be entitled to dividends as shall be declared by the Corporation’s Board of Directors from time to time at the same rate per share as the Class A Common Stock.

4.

Conversion Rights.  The holders of the Class B Common Stock shall have the following rights with respect to the conversion of the Class B Common Stock into shares of Class A Common Stock:

A.

General. Each share of Class B Common Stock is convertible into one (1) share of Class A Common Stock, subject to adjustment as provided hereinafter (the “Conversion Ratio”) at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The conversion of Class B Common Shares to Class A Common Shares shall be effected by way of compulsory repurchase by the Company of the relevant Class B Common Shares and issuance of equal number of new Class A Common Shares by the Company.

B.

Adjustments to Conversion Radio.  In the event the Corporation shall (i) make or issue a dividend or other distribution payable in Class A Common Stock; (ii) subdivide outstanding shares of Class A Common Stock into a larger number of shares; or (iii) combine outstanding shares of Class A Common Stock into a smaller number of shares, the Conversion Radio shall be adjusted appropriately by the Corporation’s Board of Directors.

C.

Capital Reorganization or Reclassification.  If the Class A Common Stock issuable upon the conversion of the Class B Common Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend), then in each such event, the holder of each share of Class B Common Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of Class A Common Stock into which such shares of Class B Common Stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

D.

Exercise of Conversion.  To exercise its conversion privilege, a holder of Class B Common Stock shall surrender the certificate or certificates representing the shares being converted to the Corporation at its principal office, and shall give written notice to the Corporation at that office that such holder elects to convert such shares.  The certificate or certificates for shares of Class B Common Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Corporation or in blank.  The date when such written notice is received by the Corporation, together with the certificate or certificates representing the shares of Class B Common Stock being converted, shall be the “Conversion Date.”  As

2

promptly as practicable after the Conversion Date, the Corporation shall issue and shall deliver to the holder of the shares of Class B Common Stock being converted or on its written order, such certificate or certificates as it may request for the number of whole shares of Class A Common Stock issuable upon the conversion of such shares of Class B Common Stock in accordance with the provision hereof.  Such conversion shall be deemed to have been effected immediately prior to the close of business on the conversion Date, and at such time the rights of the holder as holder of the converted shares of Class B Common Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby.  The Corporation shall pay any taxes payable with respect to the issuance of Class A Common Stock upon conversion of the Class B Common Stock, other than any taxes payable with respect to income by the holders thereof.

E.

Partial Conversion.  In the event some, but not all, of the shares of Class B Common Stock represented by a certificate or certificates surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new certificate representing the number of shares of Class B Common Stock which were not converted.

F.

Consolidation, Merger, Exchange, Etc.  In case the Corporation shall enter into any consolidation, merger, combination, statutory share exchange or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, money and/or any other property, then in any such case the Class B Common Stock shall at the same time be similarly exchange or changed into Class A common shares of the surviving entity providing the holders of such common shares with (to the extent possible) the same relative rights and preferences as the Class B Common Stock.

5.

Sale or Transfer of Class B Common Stock.  Holders of Class B Common Stock may sell or transfer any or all of their shares of Class B Common Stock to any party, who will be subject to the same rights, conditions and obligations as described herein.

6.

Protective Provisions  So long as any shares of Class B Common Stock are outstanding, this Corporation shall not without first obtaining the written approval of the holders of at least a majority of the voting power of the then outstanding shares of such Class B Common Stock:

A.

sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation)  or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is transferred or disposed;

B.

alter or change the rights, preferences or privileges of the Class B Common Stock;

C.

increase or decrease the total number of authorized shares of Class B Common Stock;

D.

3

authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security having rights, preferences or privileges over, or being on a parity with or similar to, the Class B Common Stock;

E.

redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any security of this Corporation;

F.

amend this Corporation’s Articles of Incorporation or bylaws; or

G.

change the authorized number of directors of the Corporation.

7.

Liquidation.  Upon liquidation and winding up of the Corporation, the shares of Class B Common Stock shall be entitled to receive on a per share basis the amount payable with respect to the shares of Class A Common Stock as if its shares of Class B Common Stock were converted into Class A Common Stock.

The Preferred Stock shall be designated as follows:

1.

Designation and Number of Shares.  The Preferred Stock shall be designated as “Preferred Stock” of a par value of $.0001 per share, and the number of shares constituting the Preferred Stock shall be 30,000,000 shares.  

2.

Classes and Series.  Classes and series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such classes or series of Preferred Stock as adopted by the Board of Directors.

ARTICLE V

TERM OF EXISTENCE

This Corporation shall have perpetual existence.

ARTICLE VI

INITIAL OFFICERS AND DIRECTORS

The number of directors to constitute the Board of Directors shall be such number as fixed by a resolution adopted by the Board of Directors and initially shall be one in number:

The name and address of the initial officers and the director is:

Indrajith Andrew Weeraratne- Director

7135Collins Ave, No. 624

Miami Beach, FL 33141

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ARTICLE VII

REGISTERED AGENT AND

REGISTERED OFFICE IN FLORIDA

The Registered Agent and the street address of the initial Registered Office of this Corporation in the State of Florida shall be:

Indrajith A. Weeraratne

7135 Collins Avenue, No. 624

Miami Beach, Florida 33141

ARTICLE VIII

INCORPORATOR

The name and the address of the Incorporator is:

Indrajith A. Weeraratne

7135 Collins Avenue, No. 624

Miami Beach, Florida 33141

ARTICLE IX

INDEMNIFICATION

To the fullest extent permitted by the Florida Business Corporation Act, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation; or (iv)is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation.  Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  No person falling within the purview of this paragraph may apply for indemnification or advancement of expenses to any court of competent jurisdiction.

IN WITNESS WHEREOF, the Corporation has caused this Articles of Incorporation to be duly adopted by its Board of Directors on April 2, 2019 and approved by its shareholders in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act, and to be executed in its corporate name this 2nd day of April 2019.

Acqusalut Inc.

By: /S/ I. Andrew Weeraratne

Indrajith A. Weeraratne,

Incorporator/Director

5

CERTIFICATE DESIGNATING REGISTERED AGENT

AND OFFICE FOR SERVICE FOR PROCESS

Acqusalut Inc. a corporation existing under the laws of the State of Florida with its principal office and mailing address at 7135 Collins Avenue, No. 624, Miami Beach, Florida 33141 has named Indrajith A. Weeraratne, whose address is 7135 Collins Avenue, No. 624, Miami Beach, Florida 33141 as its agent to accept service of process within the State of Florida.

ACCEPTANCE:

Having been named to accept service of process for the above-named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law.  In addition, I hereby state that I am familiar with and accept the duties and responsibilities as Registered Agent for said Corporation.

/S/ I. Andrew Weeraratne

Indrajith A. Weeraratne

7135 Collins Avenue, No. 624

Miami Beach, Florida 33141

6

BYLAWS

of

ACQUSALUT INC.                                                                                                                                    

ARTICLE I

Offices

1.1

Registered Office and Registered Agent: The registered office of the corporation shall be the same as listed on the articles of incorporation and at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.

1.2

Other Offices: The Corporation may have other offices within or outside the State of incorporation at such place or places as the Board of Directors may from time to time determine.

ARTICLE 2

Shareholder's Meetings

2.1

Meeting Place: All meetings of the shareholders shall be held the registered office of the corporation, or at such place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

2.2

Annual Meeting Time: The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the first Saturday of March at the hour of 10 AM (EST).

2.3

Annual Meeting - Order of Business: At the annual meeting of shareholders, the order of business shall be as follows:

(a)

Calling of the meeting to order.

(b)

Proof of notice of meeting (or filing of waiver).

(c)

Reading of minutes of last annual meeting.

(d)

Report of officers.

(e)

Reports of committees.

(f)

Election of directors.

(g)

Miscellaneous business.

2.4

Special Meetings: Special meetings of the shareholders for any purpose may be called at any time by the President, Board of Directors, or the

1

holders of not less than one-twenty of all shares entitled to vote at the meeting.

2.5

Notice:

(a)

Notice of the time and place of an annual meeting of shareholders shall be given by delivering personally, via email or by mailing a written or printed notice of the same, at least ten days, and not more than fifty days, prior to the meeting, to each shareholder of record entitled to vote at such meeting.

(b)

At least ten days and not more than fifty days prior to the meeting, written or printed notice of each special meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally, emailed or mailed to each shareholder of record entitled to vote at such meeting.

2.6

Voting Record: At least ten days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each, which record shall be kept on file at the registered office of the corporation for a period of ten days prior to the meeting. The records shall be kept open at the time and place of such meeting for the inspection of any shareholder.

1.7

Quorum: Except as otherwise required by law:

(a)

A quorum at any annual or special meeting of shareholders shall consist of shareholders representing, either in person or by proxy, a majority of the outstanding capital stock of the corporation, entitled to vote at such meeting.

(b)

The voters of a majority in interest of those present at any properly called meeting or adjourned meeting of shareholders at which a quorum as in this paragraph defined is present, shall be sufficient to transact business.

2.8

Closing of Transfer Books and Fixing Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days nor be less than ten days preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date to be not more than fifty days, and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

2

2.9

Proxies: A shareholder may vote either in person or by proxy executed in writing by the shareholder, or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2.10

Action by Shareholders Without a Meeting: Any action required or which may be taken at a meeting of shareholders of the corporation, may be taken at a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the shareholders.

2.11

Waiver of Notice: A waiver of notice required to be given any shareholder, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.

ARTICLE 3

Stock

3.1

Certificates: Certificates of stock shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President, or a Vice President, and the Secretary or Assistant Secretary, and may be sealed with the seal of the corporation or a facsimile thereof The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of the transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer before the certificate is used, it may be issued by the corporation with the same effect as if the person were an officer on the date of issue.

3.2

Transfer: Transfers of stock shall be made only upon the stock transfer books of the corporation, kept at the registered office of the corporation or at its principal place of business, or at the office of its transfer agent or registrar; and before a new certificate is issued, the old certificate shall be surrendered for cancellation. The Board of Directors may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.

3.3

Registered Owner:  Registered shareholders shall be treated by the corporation as the holders in fact of the stock standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person,

3

whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the State of incorporation. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:

(a)   The classification of shareholder who may certify;

(b)

The purpose or purposes for which the certification may be made;

(c)

The form of certification and information to be contained therein;

(d)

If the certification is with respect to a record date or closing of the stock transfer books, the date within which the certification must be received by the corporation; and

(e)

Such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

3.4

Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss or destruction of any certificate of stock, another may be issued in its place on proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the corporation in such sum as they might determine or establish such other procedures as they deem necessary.

3.5

Fractional Shares or Scrip: The Corporation may:

(a)

Issue fractions of a share which shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation;

(b)

Arrange for the disposition of fractional interests by those entitled thereto;

(c)

Pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such shares are determined; or

(d)

Issue script in registered or bearer form which shall entitle the holder to receive a certificate for the full share upon surrender of such script aggregating a full share.

3.6

Shares of Another Corporation: Shares owned by the corporation in another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors may determine or, in the absence of such determination, by the President of the Corporation.

4

ARTICLE 4

Board of Directors

4.1

Numbers and Powers: The management of all the affairs, property and interest of the corporation shall be vested in the Board of Directors, consisting of up to five persons who shall be elected for a term of one year, and shall hold office until their successors are elected and qualified. Directors need not be shareholders or residents of the State of incorporation. In addition to the powers and authorities granted by these Bylaws, and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

4.2

Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

4.3

Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or, otherwise, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

4.4

Removal of Directors: At a meeting of shareholders called expressly for that purpose, the entire Board of Directors, or any member thereof, may be removed by a vote of the holders of a majority of shares then entitled to vote at an election of such shareholders.

4.5

Regular Meetings: Regular meetings of the Board of Directors or any committee may be held without notice at the registered office of the corporation or at such place or places, either within or without the State of Washington, as the Board of Directors or such committee, as the case may be, may from time to time designate. The annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of shareholders.

4.6

Special Meetings: Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the

5

Board, the President, Vice President, Secretary or Treasurer, or any two or more directors.

4.7

Notice of Meetings: Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors may preceded by at least two days' notice of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation of these Bylaws require otherwise. Notice may be given personally, by facsimile, by mail, or in any other manner allowed by law. Oral notification shall be sufficient only if a written record of such notice is included in the Corporation's minute book. Notice shall be deemed effective at the earliest of. (a) receipt; (b) delivery to the proper address or telephone number of the directors as shown in the Corporation's records; or (c) five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid. Notice of any meeting of the Board of Directors may be waived by any director at any time, by a signed writing, delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.

4.8

Quorum:  A majority of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business.

4.9

Waiver of Notice: Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

4.10

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

4.11

Executive and Other Committees: Standing or special committees may be appointed from its own number by the Board of Directors from time to

6

time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such Board. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors, except in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending sale, lease or exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the equal and regular course of business, recommending a voluntary dissolution or a revocation thereof, or amending the Bylaws. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

4.12

Remuneration: No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors. A fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Member of standing or special committees may be allowed like compensation for attending committee meetings.

4.13

Loans: No loans shall be made by the corporation to the directors, unless first approved by the holders of two-thirds of the voting shares. No loans shall be made by the corporation secured by its’ own shares.

4.14

Action by Directors Without a Meeting: Any action required or which may be taken without a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

4.15

Action of Directors by Communications Equipment: Any action required or which may be taken at a meeting of directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

ARTICLE 5

Officers

7

5.1

Designations: The officers of the corporation shall be a Chief Executive Officer, a President, one or more Vice-Presidents (one of more of whom may be Executive Vice-President), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate, who shall be elected for one year by the directors at their first meeting after the annual meeting of shareholders, and who shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary.

5.2

The Chief Executive Officer (CEO): The CEO shall be in charge of day to day operation of the business and will make decisions to manage the business as approved by the Board of Directors.

 

5.2a. The President: The president shall preside at all meetings of shareholders and directors, shall have general supervision of the affairs of the corporation, and shall perform all other duties as are incident to his office or are properly required of him by the Board of Directors.

5.3

Vice President: During absence or disability of the President, the Executive Vice-Presidents in the order designated by the Board of Directors, shall exercise all functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

5.4

Secretary and Assistant Secretaries: The Secretary shall issue notices for all meetings, except for notices for special meetings of shareholders and special meetings of the directors which are called by the requisite number of shareholders or directors, shall keep the minutes of all meetings, shall have charge of the seal and the corporate books, shall make such reports and perform other duties as are incident to his office, or are properly required of him by the Board of Directors. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board of Directors, shall perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.

5.5

The Treasurer: The Treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books on account. He shall disburse funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial conditions to his office or that are properly required of him by the Board of Directors. The

8

Assistant Treasurer, or Assistant Treasurers in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.

5.6

Delegation: In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

5.7

Vacancies: Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

5.8

Other Officers: Directors may appoint such other officers and agents as they shall deem necessary or expedient with who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.9

Loans: No loans shall be made by the corporation to any officer, unless first approved by the holders of two-thirds of the voting shares.

5.10

Term - Removal: The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.11

Bonds: The Board of Directors may, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

5.12

Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE 6

Dividends and Finance

6.1

Dividends: Dividends may be declared by the Board of Directors and paid by the corporation out of the unreserved and unrestricted earned surplus of the corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the corporation, subject to

9

the conditions and limitations imposed by the State of incorporation. The stock transfer books may be closed for the payment of dividends during such periods of not exceeding fifty days, as from time to time may be fixed by the Board of Directors. The Board of Directors, however, without closing the books of the corporation, may declare dividends payable only to holders of record at the close of business, on any business day not more than fifty days prior to the date on which the dividend is paid.

6.2

Reserves: Before making any distribution of earned surplus, there may be set aside out of the earned surplus of the corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient dividends, or for maintaining any property of the corporation, or for any other purpose, and earned surplus of any year not set apart until otherwise disposed of by the Board of Directors.

6.3

Depositories: The moneys of the corporation shall be deposited in the name of the corporation in such bank or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

ARTICLE 7

Notices

Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his last known address in the records of the corporation, with postage thereon prepaid.

ARTICLE 8

Seal

The corporate seal of the corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the corporation. The procurement of a corporate seal shall be discretionary only, and is not required.

ARTICLE 9

Books and Records

The corporation shall keep correct and complete books and record of accounts and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the

10

shares held by each. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

ARTICLE 10

Special Corporate Acts

10.1

Execution of Written Instruments:  Contracts, deeds, documents, and instruments shall be executed by the President alone unless the Board of Directors shall, in a particular situation, designate another procedure for their execution.

10.2

Signing of Checks or Notes: Checks, notes, drafts, and demands for money shall be signed by the officer or officers from time to time designated by the Board of Directors.

10.3

Indemnification of Directors and Officers: The corporation shall indemnify any and all directors or officers or former directors or former officers or any person who may have served at its request as a director or officer of the corporation or of any other corporation in which it is a creditor, against expenses actually or necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding brought or threatened in which they, or any of them, are or might be made parties, or a party, by reason of being or having been directors or officers or a director or an officer of the corporation, or of such other corporation. This indemnification shall not apply, however, to matter as to which such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty.  Such indemnification shall not be deemed exclusive of other rights to which those indemnified may be entitled, under any law, bylaw, agreement, vote of shareholders, or otherwise.

ARTICLE 11

Amendments

11.1

By Shareholders: These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the voting stock issued and outstanding at any regular or special meeting of the shareholders.

11.2

By Directors: The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of this corporation. However any such alteration, amendment, or repeal of the Bylaws, may be changed or repealed by the holders of a majority of the stock entitled to vote at any shareholders meeting.

11

11.3

Emergency Bylaws: The Board of Directors may adopt emergency Bylaws, Bylaws: subject to repeal or change by action of the shareholders, which shall be operative during any emergency in the conduct of business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster.

Adopted by resolution of the Corporation's Board of Directors on This 4^th

day of April 2019.

/s/ I. Andrew Weeraratne

/s/ Eugene Nichols

I Andrew Weeraratne

Eugene Nichols

Director/CEO  

Director

/s/ Goran Antic

Goran Antic

Director

12

Acqusalut Inc.

Subscription Documents

For

Purchase of Class A Common Stock of

Acqusalut Inc.

(a Florida corporation)

ACQUSALUT INC., A FLORIDA CORPORATION (THE “COMPANY”), IS OFFERING SECURITIES IN THE FORM OF CLASS A COMMON STOCK. THE SECURITIES OF THE COMPANY (“SECURITIES” OR THE “SHARES”) REFERRED TO HEREIN OFFERED ARE NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING THROUGH THE WEBSITE MAINTAINED BY THE COMPANY OR ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

Acqusalut Inc.

Subscription Agreement for Purchase of Securities

Prospective Investors should complete the following steps prior to the intended date of subscription:

(1)

Complete the Subscription Agreement and the Subscription Payment (the “Subscription Documents”) and return the completed originals to the Company at the address below along with your subscription payment.  Company principals will then determine whether the prospective investor is eligible to subscribe for the purchase of Securities in this Offering.

Please send the Subscription Documents and payment, and direct all questions to:

Acquslaut Inc.

Attention:  Andrew Weeraratne

7135 Collins Ave No. 624

Miami Beach, FL 33141

Instructions for Wire Transfer:

Bank Account Information:

Popular Bank

301 Seventy First Street

Miami Beach, FL 33141

305-861-1211

_________________

Subscriber Initials

Account Name and address:

Acqusalut Inc. 

7135 Collins Avenue, No. 624

Miami Beach, FL 33141

Tel.: (305) 865-8193

 

Incoming Domestic Wires

Receiver Bank Name: Popular Bank

Receiver Bank Routing number: 026008811

Beneficiary Name: Acqusalut Inc

Beneficiary Account Number: 6811670360

 Incoming International Wires:

Beneficiary Bank: Popular Bank  Swift:  PONAUS33

Beneficiary Name: Acqusalut Inc

Beneficiary Account Number: 6811670360

 (2)

Company principals will notify the prospective investor whether their subscription has been accepted by the Company.  If the subscription is not accepted for any reason, the Subscription Payment will be returned to the prospective investor.  

(3)

Upon acceptance of the subscription, the Company will return a copy of the executed Subscription Agreement to the Investor.

(4)

Each prospective investor which is an entity must provide evidence that the required corporate or institutional documents of the prospective investor (e.g., certificate of incorporation, by-laws, partnership agreement, trust agreement) permit it to make investments in financial instruments such as the Securities, that all appropriate action has been taken by the prospective investor to authorize the investment, and that the person(s) executing the Subscription Documents has (have) authority to do so.

(5)

If the prospective investor does not wish to subscribe to any Securities, please return all of the enclosed documents to the above address.  The enclosed documents may not be reproduced, duplicated or delivered to another person.

(6)

A subscription is not deemed finally accepted until all conditions have been performed by the investor as stated herein, the Company executes all required Subscription Documents, and the Company receives payment in full of the Subscription Payment.

IN WITNESS WHEREOF, as of this ____ day of _______________ 20___, the Investor identified as such below (“Purchaser” or “Investor”) hereby executes this Subscription Agreement and subscribes to:

SUBSCRIPTION FOR:

________________________ shares at the subscription price of ten cents (US$0.10) per share for a total subscription of $_________________.

Investor understands and agrees that:

I.

SUBSCRIPTION FOR THE PURCHASE OF SECURITIES.

(1)

The Investor agrees to become a shareholder of Acquslaut Inc.(“the Company” or “Issuer”) and in connection therewith subscribes for and agrees to purchase Securities in this Offering and to make a capital contribution (“Capital Contribution”) to the Company in the amount stated above, and on the terms provided for herein.  The Investor agrees to, and understands, the terms and conditions upon which the Securities are being offered.

(2)

In the event this Subscription is not accepted by the Company, then the funds transmitted herewith shall be returned to the Investor, without reduction and without interest, and thereupon this Subscription Agreement shall be null and void.

(3)

Investor understands that this Subscription is not binding on the Company unless and until it is accepted by the Company, as evidenced by its execution of this Subscription Agreement where indicated below.  The Company reserves the right to reject this Subscription for the purchase of Securities for any reason or no reason, in whole or in part, and at

2

any time prior to acceptance thereof.  In the event of rejection of this Subscription, the Subscription Payment will be promptly returned to the Investor without deduction along with this Subscription Agreement, and this Subscription Agreement shall have no force and effect.  Upon acceptance of this Subscription by the Company, the Investor shall be a shareholder.  The account in which the Subscription Payments are received will not be an interest-bearing account.  Subscription funds tendered by the Investor shall be subject to and available for immediate use by the Company.  

(4)

Investor acknowledges that he/she/it is familiar with the terms of the Offering pursuant to which this Subscription is being made.  Purchaser further acknowledges that, except as set forth herein and in the Company’s registration statement and Prospectus, no representations or warranties have been made to him/her/it by the Company, or by any person acting on behalf of the Company, with respect to the Securities, the business of the Company, the financial condition of the Company, and/or the economic, tax or other aspects or consequences of a subscription for the Securities, and that the Purchaser has not relied upon any information concerning the Offering, written or oral, other than that contained herein and the documents attached or referred to herein.  Furthermore, no representations have been made by the Company, which are in any way inconsistent with the representations herein.

(5)

The Investor understands that the Company is a “shell company” as such term is defined in Securities and Exchange Commission Rule 405 and that the Company’s business objectives and the business strategies, which may be pursued by the Company have not been developed due to a lack of funding.  The Investor’s investment in the Securities is consistent with the investment objectives and cash flow requirements of the Investor and will not adversely affect the Investor’s overall need for diversification and liquidity.  The Investor has not reproduced, duplicated or delivered this Subscription Agreement to any other person, except professional advisors to the Investor or as instructed by Company principals.

(6)

Investor recognizes that an investment in the Securities involves significant RISKS.  Investors were encouraged to seek independent counsel concerning subscribing to the Company’s Securities.

(7)

Investor represents that he/she/it is acquiring the Securities subscribed for hereunder as an investment for his/her/its own account and not for the accounts of others, and not for the transfer, assignment, resale or distribution thereof, in whole or in part.

(8)

The Securities to which the Investor subscribed are being sold in reliance upon Investor’s representations, warranties and agreements set forth herein.

(9)

The Investor hereby acknowledges that no representations or guarantees have been made to him/her/it as to the performance of the aforementioned securities by any agent or representative of the Company and the Investor understands that he/she/it may not make any return on the investment and may, in fact, lose the investment.

(10)

The Investor agrees and is aware that:

(a)

no Federal or state agency has passed upon the Securities or made any findings or determination as to the fairness of this investment; and

(b)

there are substantial risks of loss of investment incidental to the purchase of the Securities; and

(11)

The Investor understands that there is no public or private market for the aforementioned securities and that he/she/it may not be able to sell the aforementioned securities in the future.  There can be no assurances that any public or private market for Securities will ever develop and the Company makes no warranties or representations in such regard.

(12)

The Investor also understands and agrees that, although the Company will use its best efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, the Company may present this Subscription Agreement and the information provided in answers to it to such parties as it deems advisable if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it is or may be bound.

II.

REPRESENTATIONS AND WARRANTIES

Investor represents and warrants as follows:

(a)

The offer to sell the Securities was directly communicated to Investor prior to the date hereof and done in such a manner that Investor and his/her/its counsel and advisors were able to ask questions and receive answers concerning the terms of this Offering;

(b)

The Investor and/or his/her/its purchaser representative were given access by the Company to all requested information and material to the extent such materials and information were possessed by the Company or could be acquired by it without unreasonable effort or expense. The Company has provided to the Investor reasonable access to, or the furnishing of, material information, prior to the sale to the Investor, of the following information:

i.

All material books and records of the Company

___________________

Subscriber Initials

3

ii.

All material contracts and documents relating to the proposed transactions;

iii.

An opportunity to question the appropriate executive officers or partners; and

iv.

The Investor represents that he/she/it can bear the risk of economic loss of the entire investment.

(c)

Regarding Investor’s financial status and sophistication the Investor represents and warrants that he/she/it

is a “sophisticated investor,” as such term is construed by state and federal securities laws and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Securities and is able to bear such risks.  Investor has obtained, in the Investor’s judgment, sufficient information from the Company or its authorized representatives to evaluate the merits and risks of such investment.  The Investor has evaluated the risks of investing in the Company and has determined that an investment in the Company is a suitable investment for the Investor.  The Investor has reviewed the Company’s registration (and each subsequent amendment thereof) as well as the Company’s Prospectus and acknowledges the receipt and understanding of the information contained therein, as published by the Company in the SEC’s EDGAR system. The Investor has not utilized any other person as a purchaser representative in connection with evaluating such merits and risks, or if such a purchaser representative has been used, said representative has been disclosed in the Investor Questionnaire and he/she/it meets the foregoing criteria.

(d)

The Investor can afford a complete loss of the investment in the Securities, can afford to hold the investment in the Securities for an indefinite period of time, and acknowledges that distributions, if paid, may be paid in cash or in kind.

(e)

The Investor is acquiring the Securities subscribed for herein for his/her/its own account, for investment purposes only and not with a view to distribute or resell such Securities in whole or in part.

(f)

All information supplied by the Investor or provided on behalf of the Investor is true and accurate and does not misrepresent or omit any material fact.  

III.

INDEMNIFICATION

(1)

The Investor hereby releases, acquits, indemnifies and holds harmless the Company and its officers, directors, employees, agents, and those acting in concert or participation with them from:

(a)

any and all claims, actions or matters having to do with the registration and sale of the aforementioned securities; and

(b)

any and all claims or actions which are related to or caused by the Investor’s failure to fulfill any of the terms and conditions of this Agreement or by reason of Investor’s breach of any of the representations, warranties and covenants of Investor contained herein; and

(c)

any and all claims or actions which arise out of or are based upon the Investor providing material misstatements of facts, misleading or false information to the Company or its representatives, or failing to disclose material facts in these Subscription Documents or otherwise in connection with this Offering.

Investor shall indemnify the Company from the foregoing claims and actions, and will be responsible for all damages, costs, and expenses arising therefrom, including attorney’s fees through trial, arbitration and appeal.

IV.

MISCELLANEOUS PROVISIONS

(1)

The Investor agrees that the terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of state of Florida without regard to any statutory or common-law provision pertaining to conflicts of laws.  Investor agrees that only courts of competent jurisdiction in Dade County, Florida and the United States District Court for the Southern District of Florida, Miami Division shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering temporary, preliminary and permanent injunctive relief and with regard to any action arising from the Offering or out of any breach or alleged breach of this Agreement.  Investor agrees to submit to the personal jurisdiction of such courts and any other applicable court within the State of Florida.

(2)

Investor agrees that all controversies, claims, disputes and matters in question arising out of, or related to the Offering, this Agreement, the breach of this Agreement, or any other matter or claim whatsoever between Investor and the Company (including its officers, directors, agents and shareholders) shall be decided by binding arbitration before the American Arbitration Association, utilizing its Commercial Rules.  Venue for any arbitration between the Company and Investor shall be and is mandatory in Dade County, Florida, to the exclusion of all other places of venue, for all matters that arise under this Agreement.

4

(3)

This Agreement may be amended or modified only in a writing signed by the parties hereto. No evidence shall be admissible in any court concerning any alleged oral amendment hereof. This Agreement fully integrates all prior agreements and understandings between the parties concerning its subject matter.

(4)

This Agreement binds and inures to the benefit of the representatives, heirs, successors and permitted assigns of the respective parties hereto.

(5)

Each party hereto agrees for itself, its successors and permitted assigns to execute any and all instruments necessary for the fulfillment of the terms of this Agreement.

(6)

This Agreement may be executed in counterparts.

(7)

The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any governing provisions of the rules, regulations, statutes, or internally prepared documents or agreements of the Investor.  The signature on this Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same, or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms.

Investor acknowledges that he/she/it has read the foregoing material and understands its content and scope, and Investor accepts all the terms, conditions, and restrictions set forth herein.

IN WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of the date set forth below.

Date:_________________, 20___.

For Individual Investors:

For Investors other than Individuals:

_________________________

__________________________________________

Signature

(Print or Type Name of Investor)

_________________________

By:_______________________________________

(Print or Type Name)

As:_______________________________________

(Title)

_________________________

__________________________________________

Signature

(Print or Type Name of Signatory)

_________________________

(Print or Type Name)

Registration: Print the name(s) in which your Securities are to be registered with the Company.

Name(s):

Address: Investors must complete resident address for registration purposes.

                                                                                                                          

Street Address (please include Apt. or Suite No. if applicable)

   

                                                                                                                       

City

State

Zip

  

                                                                                                                       

___________________

Subscriber Initials

5

Telephone

Pursuant to this Subscription Agreement, the subscription is hereby accepted in the amount set forth below and the investor is hereby admitted as a Shareholder of Acquslaut Inc., as of the _______ day of ____________________, 20____.

Accepted Subscription Payment of $_________ for ______ shares of Class A Common Stock at $0.10 per share

Agreed to and accepted by:

Acquslaut Inc.

______________________________________

I Andrew Weeraratne

Chief Executive Officer

Date:

 _______________________________

6

MFUSION CORP.

This agreement is made on April 4, 2019 between Mfusion Corp (“the lender”) and Acqusalut Inc. (“the borrower”) for the lender to lend $10,000 to the borrower as a convertible note with Acqusalut Inc. giving the lender the option to convert this $10,000 to 100,000 Class A Common Stock of Acqusalut at $0.10 per share within six year from April 4, 2019.

Also as part of the consideration, Acqusalut Inc. has granted 1,000,000 shares of Acqusalut Inc. to Mfusion Corp at its par value of $0.0001 per share for a total value of $100.00 that Mfusion paid to Acqusalut Inc. on April 4, 2019.

/s/ I Andrew Weeraratne

/s/I. Andrew Weeraratne

Chief Executive Officer

Chief Executive Officer

Mfusion Corp.

Acqusalut Inc.

 

Law Office of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, FL 33772

(727) 471-0444

Reply to:

cjh@huntlawgrp.com

May 6, 2019

I. Andrew Weeraratne, CEO

Acqusalut Inc.

7135 Collins Ave., No. 624

Miami Beach, FL 33141

Re:

Offering Statement on Form 1-A for Acqusalut Inc.  

Dear Mr. Weeraratne:

You have requested our opinion, as special counsel for Acqusalut Inc., a Florida corporation (the “Company”), in connection with an Offering Statement on Form 1-A (the “Offering Statement”) to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, and Regulation A (17 CFR 230.251 et seq.) regarding the legality of the 100,000,000 shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company identified in the Offering Statement.

We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:

1.

Articles of Incorporation and amendments thereto;

2.

Bylaws;

3.

Resolutions of the Board of Directors authorizing the issuance of the Shares;

4.

Active (good standing) status of the Company as reflected on the Florida Division of Corporations website; and

5.

Such other documents and records as we have deemed relevant in connection with this opinion.

In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; and (ii) assurances from the officers and directors of the Company regarding factual representations as we have deemed necessary for purposes of expressing the opinions set forth herein.  We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents or the Offering Statement and have relied upon such information and representations as being accurate and complete in expressing our opinion.

We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law.  We also have assumed for purposes of this opinion letter that:

 

1.

The information provided by the Company pursuant to Regulation A (17 CFR 230.251 et seq.) in connection with the offer and sale of the Shares is accurate and complete;

2.

The Company’s representations to us that the Company and its agents have made no offer to sell the Shares by means of any general solicitation or in connection with the publication of any advertisement relating to such an offer, and no offer or sale of the Shares has been made or will be made anywhere that such offer or sale would be contrary to applicable law are accurate and complete; and

3.

The Company is not disqualified from relying on the exemption from the registration requirements of the Securities Act of 1933, as amended and provided by Regulation A (17 CFR 230.251 et seq.).

This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

It is our opinion that the 100,000,000 shares of Series A Common Stock of the Company identified in the Offering Statement by the Company, were duly authorized by all necessary corporate action on the part of the Company and when issued in exchange for the agreed consideration, will be validly issued, fully paid and non-assessable and, when sold as contemplated in the Offering Statement, will continue to be validly issued, fully paid and non-assessable.  Based on, and assuming the accuracy of, the representations of each of the principal officers, and board of directors, the Shares and the examined documents, the proposed Shares qualify for exemption from registration status pursuant to the Securities Act of 1933, as amended and Regulation A (17 CFR 230.251 et seq.). This opinion letter is limited to applicable provisions of the Securities Act of 1933, Florida law including the statutory provisions, all applicable provisions of the Florida Constitution and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Offering Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerely,

LAW OFFICE OF CLIFFORD J. HUNT, P.A.

/s/:  Clifford J. Hunt, Esquire