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

PRELIMINARY OFFERING CIRCULAR

Subject to Completion

DEMAND BRANDS, INC.

(Exact name of issuer as specified in its charter)

Washington

(State or other jurisdiction of incorporation or organization)

707 W. Corsicana St., Athens, TX 75151                903-264-7892

(Address, including zip code, and telephone number, including area code of issuer's principal executive office)

Maximum offering of 2,000,000,000 shares

This is a public offering of shares of common stock of Demand Brands, Inc.

The offering will be at a range of $0.001 to $0.01 per share. The end date of the offering will be exactly 365 days from the date the Form 1-A is deemed effective by the Securities and Exchange Commission (unless extended by the Company, in its own discretion, for up to another 90 days).

Our common stock currently trades on the OTC Pink market under the symbol “DMAN” and the closing price of our common stock on October 31, 2019 was $0.003. Our common stock currently trades on a limited basis.

We are offering our shares without the use of a placement agent. Upon achievement of the minimum offering amount, we will be entitled to release the funds held in escrow and the proceeds will be disbursed to us and the purchased shares will be disbursed to the investors. If the offering does not close, for any reason, the proceeds for the offering will be promptly returned to investors without interest.

We expect to commence the sale of the shares as of the date on which the Offering Statement of which this Offering Circular is declared effective by the Securities and Exchange Commission.

See “Risk Factors” to read about factors you should consider before buying shares of common stock.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, 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 United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

This Offering Circular is following the offering circular format described in Part II (a)(1)(ii) of Form 1-A.

Offering Circular dated November 8, 2019

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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Offering Circular. You must not rely on any unauthorized information or representations. This Offering Circular is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date.

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

Summary

This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire Offering Circular carefully, including the “Risk Factors” section, our historical consolidated financial statements and the notes thereto, and unaudited pro forma financial information, each included elsewhere in this Offering Circular. Unless the context requires otherwise, references in this Offering Circular to “the Company,” “we,” “us” and “our” refer to Image Protect, Inc.

Demand Brands, Inc. is a Washington company established March 8, 2005 and, through its wholly-owned subsidiary, GeoEnhanced Technologies, Inc. (“Geo”), is engaged in the business of acquiring, leasing, exploring and developing oil and natural gas properties. The Company has also developed a 4-D seismic technology which is used for identifying the various layers of strata up to 40,000 feet below the ground surface. This technology can be used to identify the size, nature, porosity, and movement of both natural and manmade subsurface formations. Prior to August 31, 2019, the Company operated as hemp-based consumer products business from August 1, 2018 through August 31, 2019, at which time such operations were sold to prior management in exchange for 10,000,200 shares of preferred stock of various classes which were returned to the Company and cancelled.

On August 31, 2019, Demand Brands, Inc. acquired GEOEnhanced Technologies, Inc. a South Dakota company headquartered in Athens, Texas, in a share exchange. GEOEnhanced became the controlling entity and elected to become the surviving company for accounting and reporting purposes. GEOEnhanced is engaged in both oil and gas exploration as well as using a proprietary electro-seismic technology to facilitate subsurface mapping to depths of 40,000 vertical feet. The company is positioned as service provider to the energy and mineral exploration industries where it charges fees plus revenue overrides for employing its technology to create seismic mapping. In addition, GEO is actively acquiring oil and gas production leases which it intends to map using its technology, drill exploratory wells to confirm the mapping, then either resell or further develop and produce the properties. For additional information, see the Company's website at www.geoenhanced.com.

The Company is not currently considered a shell. Prior to the acquisition of GeoEnhanced Technologies, Inc., operations have been limited since inception. From the period of the initial filing of Form 15c211 in February 2006 through December 31, 2010, there is no record of any filing with OTC Markets or the Commission. Thus, we are unable to determine whether or not the company was a shell during that period. Due to the prior lack of material operations and the absence of filings, we have taken the position that the Company should be considered to have been a shell at some point over the prior ten years.

There has never been a filing in bankruptcy, or receivership. There is no pending or threatened legal action. There have not been any defaults on any notes, loans, leases or other obligations. The company’s stock has never been delisted by any securities exchange or by the OTC Bulletin Board. Since inception, there have been no forward splits of the company’s stock, stock dividend, recapitalization, or reorganization. On August 31, 2019, the Company acquired 100% of the capital stock of GeoEnchanced Technologies, Inc., with the shareholders of Geo becoming the controlling shareholders of Demand Brands. This transaction resulted in a change in control of the Company as the prior management of Demand Brands resigned and new officers and directors were appointed. Geo has elected to become the successor issuer to Demand Brands company for accounting and reporting purposes.

Person(s) to contact at Company with respect to offering: Craig Fischer (see company contact information above).

The Offering

This offering is being made on a self-underwritten basis without the use of a placement agent. 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.

In the event that the Offering Circular is fully subscribed, any additional subscriptions shall be rejected and returned to the subscribing party along with any funds received.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by check, wire transfer or ACH. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securities Act of 1933, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead.

The Company has not currently engaged any party for the public relations or promotion of this offering.

As of the date of this filing, there are no additional offers for shares, nor any options, warrants, or other rights for the issuance of additional shares except those described herein.

This Company:

(Check at least one, as appropriate)

This offering has been registered for offer and sale in the following states:

RISK FACTORS

An investment in our securities is highly speculative, involves a high degree of risk and is suitable only for investors with substantial means who can bear the economic risk of the investment for an indefinite period of time, have no need for liquidity of the investment, and have adequate means of providing for their current needs and contingencies. An investment in the securities should be made only by persons able to bear the risk in the event the investment results in a total loss.

This offering contains forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause our customers’ or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as other sections in this prospectus, discuss the important factors that could contribute to these differences.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

This prospectus also contains market data related to our business and industry. This market data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results may differ from the projections based on these assumptions. As a result, our markets may not grow at the rates projected by these data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business, results of operations, financial condition and the market price of our common stock.

Risk Related to our Company and our Business

Our company is subject to the risks commonly encountered by early-stage companies.

Many investors may treat us as an early-stage company. 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:

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 would be significantly harmed.

We Have Historically Lost Money and Losses May Continue in the Future

We have historically lost money. The loss for the fiscal year December 31, 2018, our first full year of operations, was $304,914 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.

We Will Need to Raise Additional Capital to Finance Operations Which We May be Unable to Obtain

Our operations have thus far relied almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from investment from third parties. Until we reach a point where revenues exceed costs, we will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.

Our resources may not be sufficient to manage our potential growth; failure to properly manage our potential growth would be detrimental to our business.

We may fail to adequately manage our potential future growth. Any growth in our operations will place a significant strain on our administrative, financial and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our technical, accounting, finance, marketing and sales staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. To the extent we acquire businesses, we will also need to integrate and assimilate new operations, technologies and personnel. If we are unable to manage growth effectively, such as if our sales and marketing efforts exceed our capacity to install, maintain and service our products or if new employees are unable to achieve performance levels, our business, operating results and financial condition could be materially and adversely affected.

We will need to increase the size of our organization, and we may be unable to manage rapid growth effectively.

Our failure to manage growth effectively could have a material and adverse effect on our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to address possible acquisitions of business, products, or rights, and potential internal growth to handle licensing and research activities. This expansion will place a significant strain on management, operational and financial resources. To manage the expected growth of our operations and personnel, we must both improve our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We must also expand our finance, administrative, and operations staff. Our current personnel, systems, procedures and controls may not adequately support future operations. Management may be unable to hire, train, retain, motivate and manage necessary personnel or to identify, manage and exploit existing and potential strategic relationships and market opportunities.

There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding

We have suffered recurring losses from operations that raise substantial doubt about our ability to continue as a going concern. The Company has experienced recurring operating losses and we currently have a working capital deficiency. There is a possibility that our revenues will not be sufficient to meet our operating costs. To date our liabilities have greatly exceeded our current assets. There is a substantial doubt that we can continue as a going concern.

There can be no assurance that we will continue to generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on our financial position and results of operations and ability to continue as a going concern. Our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products. There can be no assurance that additional private or public finances, including debt or equity financing, will be available as needed or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock.

Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility.  Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations.

A significant decline in the price of oil and gas could impact our ability to operated profitably which could impact our stock price, liquidity, and ability to continue as a going concern.

Much of our initial business is in the oil and gas industry, where we perform services to help producers select the most advantageous locations to drill. In addition, we are engaged in acquiring oil and gas leases with the intent to utilize our technology to drill wells ourselves. A significant decrease in the price of oil and gas could result in decreased drilling which will directly impact our ability to sell our services. In addition, such decrease in oil and gas pricing would impact our ability to profitably drill and operate oil and gas leases of our own. Prolonged, permanent and material decreases in oil and gas pricing could impact our ability to earn revenues, and could harm our business, results of operations and financial condition.

A change in government legislation affecting oil and gas regulations could impact our ability to operated profitably which could impact our stock price, liquidity, and ability to continue as a going concern.

Much of our initial business is in the oil and gas industry, which is heavily regulated by both federal and local governments. Changes in legislation that impact the ability to drill new wells or operate existing wells could result in decreased drilling which will directly impact our ability to sell our services. In addition, such legislation could impact our ability to profitably drill and operate oil and gas leases of our own. Prolonged, permanent and material decreases in oil and gas production could impact our ability to earn revenues, and could harm our business, results of operations and financial condition.

A competitor with a stronger or more suitable financial position may enter our marketplace.

To our knowledge, there is currently no other company offering a 4-D seismic geologic imaging product in the oil and gas industry. While our product is unique, another company could develop a similar technology regardless of how closely we guard our intellectual property. If a direct competitor arrives in our market, achieving market acceptance for our services may require additional marketing efforts and the expenditure of significant funds, the availability of which we cannot be assured, to create awareness and demand among customers. We have limited financial, personnel and other resources to undertake additional marketing activities. Accordingly, no assurance can be given that we will be able to win business from a stronger competitor.

Litigation may harm our business.

Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes or on terms favorable to us. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.

Risks Related to the Securities Markets and Ownership of our Equity Securities

Our Common Stock May Fluctuate Significantly

Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

There is no Assurance of Continued Public Trading Market and Being a Low-Priced Security may Affect the Market Value of Our Stock

Our common stock is currently quoted on the PINK SHEETS. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:

In addition, the brokerage firm must send the investor:

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.

Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.

There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.

The Common Stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The Common Stock has historically been sporadically traded on the OTC PinkSheets, meaning that the number of persons interested in purchasing our shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.

Our issuance of additional shares of Common Stock, or options or warrants to purchase those shares, would dilute your proportionate ownership and voting rights.

We are entitled under our articles of incorporation to issue up to 5,000,000,000 shares of common stock. We have issued and outstanding, as of the date of this prospectus, 411,424,670 shares of common stock. In addition, we are entitled under our articles of incorporation to issue shares of “blank check” preferred stock, 100,163 of which are presently issued or outstanding. Our board may generally issue shares of common stock, preferred stock or options or warrants to purchase those shares, without further approval by our shareholders based upon such factors as our board of directors may deem relevant at that time. It is likely that we will be required to issue a large amount of additional securities to raise capital to further our development. It is also likely that we will issue a large amount of additional securities to directors, officers, employees and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under our stock plans. We cannot give you any assurance that we will not issue additional shares of common stock, or options or warrants to purchase those shares, under circumstances we may deem appropriate at the time.

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 resultant 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.

Anti-takeover provisions may impede the acquisition of our company.

Certain provisions of Washington State corporate law have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the shareholders might otherwise receive a premium for their shares. As a result, shareholders who might desire to participate in such a transaction may not have the opportunity to do so.

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

Although the Company is confident with its accounting firm, we are not required to have our financials audited by a certified Public Company Accounting Oversight Board (“PCAOB”) approved auditor. 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 financials statements.

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Our management has limited experience as a management team in a public company and as a result, projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

Our common stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

As an issuer not required to make reports to the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, holders of restricted shares may not be able to sell shares into the open market as Rule 144 exemptions may not apply.

Under Rule 144 of the Securities Act of 1933 holders of restricted shares, may avail themselves of certain exemption from registration is the holder and the issuer meet certain requirements. As a company that is not required to file reports under Section 13 or 15(d) of the Securities Exchange Act, referred to as a non-reporting company, we may not, in the future, meet the requirements for an issuer under 144 that would allow a holder to qualify for Rule 144 exemptions. In such an event, holders of restricted stock would have to utilize another exemption from registration or rely on a registration statement to be filed by the Company registered the restricted stock. Currently, the Company has no plans of filing a registration statement with the Commission.

Securities analysts may elect not to report on our common stock or may issue negative reports that adversely affect the stock price.

At this time, no securities analysts provide research coverage of our common stock, and securities analysts may not elect not to provide such coverage in the future. It may remain difficult for our company, with its small market capitalization, to attract independent financial analysts that will cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our common stock.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.

Our preferred shareholders control a voting majority of our issued and outstanding stock, the result being that the holders of our common stock can be outvoted on any matter brought to shareholders for a vote. This limits the influence the common shareholders have in selecting members to the Board of Directors, may result in an action taken that does not meet with the common shareholders desires, and could prevent any takeover or change in control instigated by the common shareholders.

We have 100,000 shares of Series A Preferred stock issued and outstanding which are held by a single entity, Rolling Hills Oil and Gas, Inc. These shares, voting collectively, have the voting equivalent of 80% on all matters requiring shareholder approval. While the Series A Preferred shareholders have a fiduciary responsibility to act in the best interests of all shareholders, their voting control effectively means that they can select the individual members of the Board of Directors and approve all other shareholder actions without input from the common shareholders. This control extends to preventing any change in control, effectuating a recapitalization, reverse or forward split of the common stock. Your rights as a common shareholder may therefore be limited.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under the “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Offering Circular. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors.”

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

USE OF PROCEEDS

The following Use of Proceeds is based on estimates made by management. The Company planned the Use of Proceeds after deducting estimated offering expenses estimated to be $10,000. Management prepared the milestones based on two levels of offering raise success: the Maximum Offering proceeds raised at $0.001 ($2,000,000), and the Maximum Offering proceeds raised at $0.01 ($20,000,000) through the offering. The costs associated with operating as a public company are included in all our budgeted scenarios and management is responsible for the preparation of the required documents to keep the costs to a minimum.

Although we have no minimum offering, we have calculated use of proceeds such that if we raise the maximum at the minimum offer price, the offering is budgeted to sustain operations for a twelve-month period. This amount is sufficient to keep the Company current with its public listing status costs with prudently budgeted funds remaining which will be sufficient to complete the development of our marketing package. If the Company were to raise the Maximum Offering at $0.01, then we would be able to expand our operations, research and acquisition efforts. Raising the Maximum Offering amount will enable the Company to implement our full business. If we begin to generate profits, we plan to increase our activity accordingly.

Managements estimates the use of proceeds as follows:

The foregoing represents our best estimate of the allocation of the proceeds of this offering based on planned use of funds for our operations and current objectives.

Under Net Proceeds, Legal and accounting consists of fees not related to this offering. Assuming we raise the Maximum Offering, we believe there will be additional costs associated with implementing our business plan that will require greater attention from our professional advisors, including the possibility of filing a registration statement on Form 10 or Form S-1 which would greatly increase costs associated with keeping compliant with reporting requirements.

Under Net Proceeds, we have based our calculation and division of funds on the current needs of the Company. However, our market place is constantly changing. Management may, depending on circumstances, be required to divert funds from one heading to another as the business demands. For example, successful drilling may require us to use more resources to complete wells and hire staff. Likewise, if our efforts to acquire leases are less fruitful than anticipated, we may divert funds to our consulting services.

We currently consider the foregoing project our priority and intend to use the proceeds from this offering for such projects.

DIVIDEND POLICY

We have not declared or paid any dividends on our common stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deems relevant.

DILUTION

Purchasers of our common stock in this offering will experience an immediate dilution of net tangible book value per share from the public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares of common stock and the net tangible book value per share immediately after this offering.

After giving effect to the sale of our common stock in this offering at an assumed public offering price of $0.001 per share and after deducting the estimated offering expenses payable by us, our adjusted net tangible book value at December 31, 2018 would have been $1,713,891 or $0.0007 per share, assuming the minimum offering price, and $19,713,891 or $0.008 per share assuming the maximum offering price. This represents an immediate increase in net tangible book value per share of $0.0007 or $0.008, respectively, to the existing stockholders and dilution in net tangible book value per share of $$0.0003 or $0.002, respectively, to new investors who purchase shares in the offering assuming maximum offering price.

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing Common Stock based on the foregoing minimum and maximum offering assumptions.

MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND DECEMBER 31, 2017

Revenues

For the years ended December 31, 2018 and 2017, revenues were $24,500 and $0, respectively. The Company only commenced offering services to customers in late 2018. During the first six months of 2019, the Company generated revenues of $160,000. The Company’s revenues for all periods presented was generated from services related to electro-seismic imaging. The Company intends to generate revenues from oil and gas production, the sale of minerals, sale of imaging services, and overrides generated from customer production operations.

Revenues do not include the results of operations from the Company’s former business, which was disposed of in August 2019.

Expenses

Our total expenses for the year ended December 31, 2018 were $329,413, the Company’s first full year of operations, and consisted primarily of wages associated with research and development. For the first six months of 2019, expenses were $73,788, which included $22,000 of research and development and $46,250 in wages.

Liquidity and Capital Resources

As of December 31, 2018, the Company had total assets of $175,199 compared to total liabilities of $451,308, resulting in net deficit of $276,109. Total assets include $160,000 in oil and gas leases, which represents the acquisition cost, and $14.035 in other tangible fixed assets. Liabilities included $32,500 in accrued wages due to the Company’s Secretary/Treasurer and $418,808 in payables to related parties. Cash on hand at December 31, 2018 was $1,164, which is not sufficient to sustain operations. If additional capital is not raised, there is substantial doubt about the company’s ability to continue as a going concern.

Plan of Operation

The Company's long-term existence is dependent upon our ability to execute our operating plan and to obtain additional debt or equity financing to fund payment of obligations and provide working capital for operations. In August 2019, the Company acquired the operations of GeoEnhanced Technologies, Inc. This transaction resulted in a change in control of the Company as the prior management of Demand Brands resigned and new officers and directors were appointed. In addition, the Company sold its prior operations, which consisted of CBD edibles production and distribution, to the prior management of the Company in exchange for returning 5,000,000 shares of Series A preferred stock, 5,000,000 shares of Series C preferred stock and 100 shares of Series B preferred stock. The Company’s objective is to continue to build its consulting business engaged in seismic testing for the oil and gas industry. In addition, the Company is looking to acquire and develop its own oil and gas reserves. In the meantime, the Company endeavors to keep its overhead and operating costs low.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements, we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments.

Revenue recognition

The Company derives its primary revenue from fees associated with performing seismic testing on underground reserves for third party customers. Revenues are recognized when the work is completed. In addition, the Company receives a percentage override ranging from 3-5% on gross oil and gas production from wells drilled based on its test data. Through June 30, 2019, no clients had commenced producing on wells for which the override would apply. Revenues from overrides will be recognized either as received or as reports detailing actual production are provided to the Company. The Company intends to acquire, drill and produce oil and gas leases using its technology to bolster the drilling success rates. Revenues from oil and gas will be recognized as production occurs. Proven reserves will be recorded and valued in accordance with generally accepted accounting principles. The Company intends to use the “successful efforts” method of accounting for exploration and drilling activities.

Intangible and Long-Lived Assets

We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, “Property Plant and Equipment”, which establishes a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Goodwill is accounted for in accordance with ASC Topic 350, “Intangibles – Goodwill and Other”. We assess the impairment of long-lived assets, including goodwill and intangibles on an annual basis or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel. We have determined that there was no impairment of goodwill during 2013 or 2012. The share exchange did not result in the recording of goodwill and there is not currently any goodwill recorded.

Potential Derivative Instruments

We periodically assess our financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt and common stock equivalents in excess of available authorized common shares.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

BUSINESS

Demand Brands, Inc. is a Washington company established in 2005 and, through its wholly-owned subsidiary, is engaged in electro-seismic surveying in the oil and gas industry. The Company also owns a 300 acre oil lease in East Texas as part of an overall strategy to acquire, drill and produce oil utilizing its electro-seismic surveying technology to reduce the risk of drilling “dry holes” and maximizing the returns based on selective well placement. In August 2019, Demand Brands acquired all of the outstanding capital stock of GeoEnhanced Technologies, Inc. in a share exchange, the result of which was a change in control of the Company with GeoEnhanced becoming the successor issuer to Demand Brands for accounting and reporting purposes. Prior to share exchange with Geo, the Company was engaged in the production and distribution of CBD edibles for the consumer market. These operations were sold contemporaneous to the share exchange with Geo.

On August 31, 2019, Demand Brands, Inc. acquired GEOEnhanced Technologies, Inc. a South Dakota company headquartered in Athens, Texas, in a share exchange. GEOEnhanced became the controlling entity and elected to become the surviving company for accounting and reporting purposes. GEOEnhanced is engaged in both oil and gas exploration as well as using a proprietary electro-seismic technology to facilitate subsurface mapping to depths of 40,000 vertical feet. The company is positioned as service provider to the energy and mineral exploration industries where it charges fees plus revenue overrides for employing its technology to create seismic mapping. In addition, GEO is actively acquiring oil and gas production leases which it intends to map using its technology, drill exploratory wells to confirm the mapping, then either resell or further develop and produce the properties. For additional information, see the Company's website at www.geoenhanced.com.

The Company is not currently considered a shell. Prior to the acquisition of GeoEnhanced Technologies, Inc., operations have been limited since inception. From the period of the initial filing of Form 15c211 in February 2006 through December 31, 2010, there is no record of any filing with OTC Markets or the Commission. Thus, we are unable to determine whether or not the company was a shell during that period. Due to the prior lack of material operations and the absence of filings, we have taken the position that the Company should be considered to have been a shell at some point over the prior ten years. There has never been a filing in bankruptcy, or receivership. There is no pending or threatened legal action. There have not been any defaults on any notes, loans, leases or other obligations. The company’s stock has never been delisted by any securities exchange or by the OTC Bulletin Board. Since inception, there has been no forward splits of the company’s stock, stock dividend, recapitalization, or reorganization.

Products

GeoEnhanced Technologies' proprietary method of electro-seismic surveying technology conducts subsurface analysis that can be used to locate, identify, and quantify liquid and gaseous hydrocarbons, geothermal water, saltwater, and other minerals. What sets the technology apart is that the presence of fluids and gases is what is responsible for the generation of electro-seismic data. Not only can hydrocarbon formations be detected at levels as deep as 40,000 feet below the surface, but the technology also indicates the size of the formation and the flow of any liquid over time.

The technology is cost-effective to deploy because the survey process does not require drilling holes for dynamite placement or the use of expensive specialized Vibroseis (and Thumper) trucks and related equipment, which can cost millions of dollars.

This enhancement to older and proven seismic technology has enormous potential by greatly reducing the guesswork out of locating viable oil, gas and mineral deposits.

Seismic Technology

Using seismic technology to discover reserves is a proven technology used for decades in the oil and gas industry. Oil and natural gas is normally found in what are called “reservoir rocks.” These are rocks, including sandstone, that are uniquely suited to hold oil and natural gas between each of the grains of sand in the rock. The rocks are riddled with little pore spaces, similar to the pores in a sponge, that can hold onto these molecules. Using Seismic technology, oil and gas exploration companies (such as Chevron, Exxon, etc.) send sound waves deep into the earth and listen to them when they bounce back using sophisticated listening devices and even more sophisticated software to interpret the Seismic data collected. As the sound waves travel through rocks of different porosity, they speed up or slow down. Measuring these variations in speed, seismic technology can pinpoint the composition of the various strata.

In essence, seismic surveys are a way to probe beneath the surface to "see" underlying features that make up the underground structure of a prospect. Such features can give companies a more astute indication if a prospect contains hydrocarbons. In addition to delineating subsurface structures, seismic data can be computer processed for 'attributes' such as Amplitude Versus Offset, or AVO, which can serve as a Direct Hydrocarbon Indicator. AVO shows the lithology and fluid content through variations in rocks, allowing geologists to model other fluid contents. DHI’s are as close to directly identifying oil or gas in the subsurface as geophysicists can get.

GeoEnhanced Electroseismic Data

The Company’s electro-seismic technology has the potential to eliminate dry hole costs for the energy industry and significantly reduce mineral exploration costs. Using older technology, it costs approximately $2 million to drill an exploratory well after imaging for reserves. Geo imaging more precisely identifies oil, gas and mineral reserves, which allows for reduced exploratory well drilling and costs and creates substantial savings to the end-user company.

Geo’s electroiseismic imaging is based upon Biot Wave Theory created as a secondary event after a high energy seismic event occurs (earthquake) to identify subsurface resistivity contrasts. Geo recreates a High Energy Seismic Event, directing P and S waves, Rayleigh Waves, Love Waves, and electro-seismic or Biot Waves that subsequently travel down the stratigraphic column. Hydrocarbon reservoirs are electrically resistive, so Geo’s technology causes a disruption between the contact of the atoms of the encasing rock and the substance trapped in pore spaces of the target formation. As the formation is slightly compressed from the waves striking it, a unique low energy signal is released for each substance present in the formation.

From the data Geo receives, the Company can immediately deduce the depth and thickness of the formation, type of deposit (precious metals, diamonds, oil), the type of solution or mix present in the formation (liquid petroleum or natural gas), water (saltwater, freshwater, geothermal water), and the relative charge, or pressure, of the formation.

Marketing

The Company uses an in-house sales force and intends to leverage its experience and reputation to attract new customers. Additional marketing will take place through trade shows, print and news, and direct contact with targeted producers.

Current Operations

From inception through 2018, the Company was primarily engaged in research and development including constructing additional operational imaging systems that can be deployed on an individual basis to multiple locations simultaneously. In that vein, the necessary operations and engineering personnel were hired and trained and multiple tests conducted. Income during this period was limited and primarily revolved around providing demonstrations to oil, gas and mineral commercial production companies. As with any new technology in these industries, proof of concept must be provided before significant contracts are awarded.

In mid-2019, the Company shifted towards income production while also continuing product improvements. Such improvements include shifting to an automatic, drone-based system so that can scan vast tracts of land without regard to physical obstructions such as fences, canyons, etc.

Also in 2019, the Company began targeting prime mineral lease acreage prospects for acquisition in states such as Texas, New Mexico, Oklahoma, among other locations the company deems viable. Geo will use its electro-seismic technology to survey prospective leases in order to find those with the highest probability to produce in commercial quantities having the lowest production costs.

The Company is employing a three-prong revenue model:

Facilities

The Company’s offices are located in Athens, Texas, USA. The surrounding area is a target rich environment for necessary personnel to fulfill our business plan in addition to multiple large hydrocarbon formations. The office is located in areas of historic oil and gas production with quick access to many energy exploration and operating companies that are seen as potential customers.

The Company presently leases its offices under a month to month contract. It is anticipated that the Company will establish a permanent, leased office in the coming year in the immediate area.

Most of our outside business activity will be contracted through agents, contract employees and satellite offices once a project is commenced. We plan to lease all facilities at this time.

Personnel

We currently have six full-time employees with the balance of business activities being performed by outside consultants. Our business and financial plan calls for a total of up to 20 employees by the end of 2019, with the additions mostly including teams trained to operate the equipment to service customer accounts. All of the new hires will work out of the corporate headquarters and travel to client locations.

Our skilled labor will be mostly operations and finance. These skilled workers are readily available in the surrounding area.

In addition to the direct hire personnel we are projecting, we will outsource a large part of the engineering and research to qualified third parties who operating under strict non-disclosure, non-compete.

MANAGEMENT

Demand Brands, Inc. is led Craig Fischer, who has a strong background in entrepreneurial businesses and the oil and gas industry:

Craig Fischer – President, Director

Mr. Fischer founded ValueCorp Trading Company LLC, an advisory company designed to assist public companies in all facets of the capital markets. He consults on mergers, acquisitions and corporate structure. Mr. Fischer has personally helped varied companies in their communications and interactions with investors and capital groups. Prior to ValueCorp Mr. Fischer worked with numerous oil and gas companies in various capacities and localities. Mr. Fischer participated in the per-drilling funding of the first Barnett Shale wells near the Dallas Fort Worth airport in Texas. In time Mr. Fischer was appointed President of a privately-owned oil and gas company.

Shannon Cravey - Independent Director

Mr. Cravey has over 20 years’ experience in the oil and gas industry. He has experience running several multi-million dollar projects in various oil and gas leases across the state of Texas. He has managed multiple private salt water oil field disposal facilities and wells. He has extensive experience on work-over rigs, cranes, bulldozers, backhoes, wire line, cranes, diagnostic well analyzing equipment, logistic programs, and logging equipment.

Richard Barber – Secretary, Treasurer, Director

Mr. Barber is a senior financial executive who delivers bottom line business improvements by raising revenue, lowering expenses, and restructuring organizations. His experience includes: CFO of Bank of America’s retail stock brokerage business, CEO of a stock clearing firm which he sold to a larger stock clearing company, and CFO positions at other several other companies. He has been involved in real estate his entire career, including owning more than 100 multifamily units and negotiating for the purchase of 7 World Trade Center from Larry Silverstein. He has an MBA from Columbia University and is a Certified Public Accountant.

Adrian Garcia – Vice President – Science & Technology

Mr. Garcia received his B.S in Geology from West Texas A&M University. He has worked as a geological consultant for various independent oil & gas companies and has experience working on drilling projects in the Bakken Shale in North Dakota, Texas and Oklahoma. Mr. Garcia possesses valuable field and management experience regarding all aspects of the energy and oil and gas industries. He is also a HAZWOPER 40HR Waste Site Worker 29CFR1910.120 certified, allowing him to work in any restricted or contaminated sites. He has been with the Company since inception and, working with the Company’s outside engineers, Mr. Garcia is the primary developer of Geo’s technology. He has successfully drilled multiple successful oil and gas wells and discovered over 100 million barrels in reserves in Texas using GeoEnhanced's electro-seismic technology.

MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION

None of the company’s Officers, Directors, key personnel or principal stockholders are related by blood or marriage.

The Company has not made loans to and has not done business with any of its Officers, Directors, key personnel or 10% stockholders, or any of their relatives (or any entity controlled directly or indirectly by any such persons) within the last two years nor are there any plans to do so in the future except as follows:

None of the Company’s Officers, Directors, key personnel or 10% stockholders has guaranteed or co-signed any of the Company’s bank debt or other obligations.

The following table identifies all remuneration by the Company to Officers, Directors and key personnel for the last fiscal year:

The Company has an at-will employment agreement with Craig Fischer that pays him $80,000 per annum which commenced August 20, 2019 and is presently being accrued. Commencing August 1, 2019, non-employee directors are compensated $1,000 per month which is payable in either cash or common stock of the Company.

The Company does not presently have any employment contracts in place with its officers and directors apart from Mr. Fischer.

The Company does not have any outstanding warrants, option, or stock rights. The company Bylaws permit the granting or issuance of stock, options, or warrants to officers, directors and key personnel by the directors of the company without further shareholder approval.

The Company has executed non-compete agreements with all officers, directors and key personnel.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as to the shares of common stock beneficially owned as of October 31, 2019, by (i) each person known to us to be the beneficial owner of more than 5% of our common stock; (ii) each Director; (iii) each Executive Officer; and (iv) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of common stock shown as beneficially owned by them. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that shares of common stock subject to options currently exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person. The footnotes below indicate the amount of unvested options for each person in the table. None of these unvested options vest within 60 days of the date hereof.

____________________________

* Less than 1%

DESCRIPTION OF CAPITAL

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles of incorporation, as amended and our bylaws, as amended, which are included as exhibits to the registration statement of which this Offering Circular forms a part.

Common Stock -

Trading Symbol: DMAN

CUSIP:

Par value $0.0001

Registered Under Exchange Act: No

Regulatory Authority: None

List any restrictions on the transfer of security: None

Describe any trading suspension orders issued by the SEC in the past 12 months: None

Total authorized: 5,000,000,000 shares

Our common shares have no associated dividend or pre-emptive rights. Common shares have one vote per share on all shareholder matters. There are no other material rights of the common stockholders. There are no provisions in our charter or bylaws that would delay or prevent a change in control.

Preferred Stock

Number of preferred shares authorized to be outstanding: 100,000,000 shares. There are three classes of preferred stock current designated, as follows:

Exact title and class of securities outstanding: Series A Preferred Stock

CUSIP: None

Par or Stated Value: $.0001

Authorized: 10,000,000 shares

Issued and outstanding: 100,000 shares

The “Series A” Preferred shall not be entitled to receive any dividends. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holder of shares of the “Series A” Preferred Stock then outstanding shall be converted into common, if available and entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to the number of common shares that would be issued on conversion. The outstanding shares of “Series A” Preferred Stock shall vote together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of “Series A” Preferred Stock outstanding and as long as at least one of such shares of “Series A” Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the “Series A” Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of “Series A” Preferred Stock. The “Series A” Preferred is convertible at the option of the holder into that number of common shares equal to eighty percent (80%) of the total issued and outstanding common shares on a post-conversion basis.

Exact title and class of securities outstanding: Series B Stock

CUSIP: None

Par or Stated Value: $.0001

Authorized: 11,139 shares

Issued and Outstanding: 163 shares

Holders of “Series B” Preferred Stock may, at any time, convert their shares, in whole or in part, into shares of Common Stock at a rate of 2,500 per share. In August 2018, the Series B preferred designation was amended to a conversion rate of 2,500 per share from 2,500,000 per share, but this new conversion rate was not effective for shares of Series B Preferred already issued and outstanding on the date the amendment became effective. Of the 163 shares issued and outstanding, -0- shares are convertible into common stock at the new 2,500:1 rate. All certificates issued upon conversion shall contain a legend pursuant to rule 144 imposing restrictions on the sale of such shares.

Exact title and class of securities outstanding: Series C Stock

CUSIP: None

Par or Stated Value: $.0001

Authorized: 20,000,000

Issued and Outstanding: -0- shares

Holders of “Series C” Preferred Stock may, at any time, convert their shares, in whole or in part, into shares of Common Stock at a rate of $0.20 per share. All certificates issued upon conversion shall contain a legend pursuant to rule 144 imposing restrictions on the sale of such shares. Series C Preferred shares do not have voting rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holder of shares of the “Series C” Preferred Stock then outstanding are entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, a preference to all other classes of preferred and common stock at a value of $0.20 per share.

Limitations on Liability and Indemnification of Officers and Directors

Washington law authorizes corporations to limit or eliminate (with a few exceptions) the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our articles of incorporation and bylaws include provisions that eliminate, to the extent allowable under Washington law, the personal liability of directors or officers for monetary damages for actions taken as a director or officer, as the case may be. Our articles of incorporation and bylaws also provide that we must indemnify and advance reasonable expenses to our directors and officers to the fullest extent permitted by Washington law. We are also expressly authorized to carry directors’ and officers’ insurance for our directors, officers, employees and agents for some liabilities. We currently maintain directors’ and officers’ insurance covering certain liabilities that may be incurred by directors and officers in the performance of their duties

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to the indemnification provisions in our articles of incorporation and bylaws.

There is currently no pending litigation or proceeding involving any of directors, officers or employees for which indemnification is sought.

Transfer Agent

The transfer agent for our common stock is Action Stock Transfer Corp.

OFFERING PRICE FACTORS

The offering price of the stock sold hereunder has been determined solely based on a reasonable discount off the current bid price for our common stock as quoted on the Pink Sheets (symbol “MDMP”). The discount takes into account the company’s lack of liquidity over the preceding twelve months and the risk being assumed by purchasers of the stock.

Our net, after-tax loss for the last fiscal year was $304,913 ($10.32 per share based on 29,750 shares outstanding, $0.0007 per share based on 411,424,670 shares outstanding)

The net tangible book value of the Company as of the most recently completed quarter (06/30/2019) was $(189,897) or $(638) per share based on 29,750 shares outstanding and $(0.0005) per share based on 411,424,670. Total assets of $336,861 are offset by $478,008 in related party obligations arising from short-term working capital advances.

Given the negatives, and our lack of liquidity, management has determined that the offering price is reasonable. There have been no other share issuances (purchases or in exchange for services or debt) in the previous twelve months which can be used as a comparison.

Following this offering, the purchasers of these securities will hold approximately 83% of our total issued and outstanding common stock. However, the company has determined that no individual purchaser can acquire or hold more than 4.9% of our common stock on a post-purchase basis.

Following this offering, the total market capitalization of the company will be approximately $12,057,000 based on a total of 2,411,424,670 shares issued and outstanding and a current market price as quoted on Pink Sheets of $0.005 per share.

The company does not have any outstanding options, warrants or stock purchase rights and none are associated with this offering.

SHARE ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities. We are unable to estimate the number of shares of common stock that may be sold in the future.

Upon the completion of this offering, we will have 2,411,424,670 outstanding shares of common stock if we complete the maximum offering hereunder.  All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 5% stockholders.

Rule 144

Shares of our common stock held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act. In general, under Rule 144 as currently in effect, any of our affiliates would be entitled to sell, without further registration, within any three-month period a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates will also be subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

DESCRIPTION OF SECURITIES

The securities being offered hereby are:

[X] Common Stock

[_] Preferred or Preference Stock

[_] Notes or Debentures

[_] Units of two or more types of securities composed of: _____________________________________

[_] Other:_________________________________________________________________________________

These securities have:

Are the securities convertible?        [_] Yes [X] No

There are no restrictions on dividends under any loan or other financing arrangements or otherwise.

Current amount of assets available for payment of dividends $-0-.

PLAN OF DISTRIBUTION

There are no selling agents or finders associated with this offering. All shares sold hereunder will be offered directly by the Company through our Chief Executive Officer:

Name: Craig Fischer

Address:

Telephone No.:

This offering is not limited to a special group, such as employees of the Company, nor limited to a certain number of individuals (as required to qualify under Subchapter S of the Internal Revenue Code) nor subject to any other limitations.

The proceeds raised from this offering will not be escrowed, but rather paid directly to the Company for its immediate use.

There will not be any resale restrictions placed on securities purchased under this offering; however, investors should be aware that unless the Company is able to complete a further public offering or the Company is able to be sold for cash or merged with a public company that their investment in the Company may be illiquid indefinitely. See Risk Factors, above.

LITIGATION

There is no current, pending, or threatened litigation involving the company, its officers or directors, or subsidiaries.

FEDERAL TAX ASPECTS

The Company does not file under subchapter “S”; therefore, there are no Federal Tax implications to investors in this offering resulting from the operating of the company.

MISCELLANEOUS FACTORS

None

VALIDITY OF COMMON STOCK

The validity of the securities offered hereby will be passed upon by __________________

EXPERTS

None

REPORTS

As a Tier 1, Regulation A filer, we are not required to file any reports.

DEMAND BRANDS, INC.

(dba)

GEOENHANCED TECHNOLOGIES, INC.

FINANCIAL STATEMENTS

For the Year Ended December 31, 2018, 2018 and

The Six Months Ended June 30, 2019

(Unaudited)

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Balance Sheet

June 30, 2019

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Statement of Operations

for the Six Months Ended June 30, 2019

(Unaudited)

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Statement of Stockholders’ Equity

for the Quarter Ended June 30, 2019

(Unaudited)

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Statement of Cash Flows

for the Six Months Ended June 30, 2019

(Unaudited)

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Notes to Financial Statements

June 30, 2019

NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company

Demand Brands, Inc. (Company) was incorporated on March 8, 2005 under the laws of the State of Washington. The Company manufactures and distributes CBD Health and Wellness products, domestically and internationally. The Company, formerly Innovativ Media Group, Inc., entered into a Stock Purchase Agreement (Agreement) with Demand Brands, Inc., a California Corporation, (Demand) to acquire 100% of its issued and outstanding shares and all of its assets and joint venture agreements. The Agreement included a change in management and Board Members. The Agreement was consummated on August 1, 2018.

Development Stage

The Company is in a development stage, as a result of the Agreement. During this initial period of operations the Company is negotiating and entering into manufacturing, distribution, financing, and licensing agreements and developing products. Once sufficient products are developed and produced and distribution channels confirmed and certain funding goals are achieved the Company will enter its full operating stage.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein.

Use of Estimates

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

Cash Equivalents

The Company considers marketable securities, bank certificates of deposit and other readily liquid instruments as cash equivalents. Securities are values at market price as of the end of the accounting period.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Notes to Financial Statements, Continued

June 30, 2019

NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES,

Continued

Property and Equipment

The Company owns certain equipment related to its business and the capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation on an annualized basis.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, stock in a public company, accounts payable and accrued interest. The carrying amount of these financial instruments approximates fair value that approximate prevailing market rates or a reasonable estimate of market value unless otherwise disclosed in these financial statements

Income Taxes

The Company uses the asset and liability method of accounting of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized.

Basic and Diluted Income (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding and are calculated to a maximum of .00000 percent. Diluted earnings per common share is computed similar to basic earnings per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2019 the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the results of its operations, financial position or cash flow.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Notes to Financial Statements, Continued

June 30, 2019

NOTE 2: PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2019 consisted of packaging equipment. As production had not yet commenced at the end of the period no depreciation had been recorded

NOTE 3: STOCKHOLDERS’ EQUITY

The Company has four (4) classifications of stock with four (4) designations. The classes are Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

The Company has 500,000,000 authorized shares and had 411,424,670 fully diluted issued and outstanding shares as of June 30, 2019 for all categories of stock and accounting for subsequent events outside of the period.

The Company as of June 30, 2019 had 10,000,000 shares of Series A Preferred Stock authorized of which 5,000,000 are issued and outstanding. The Series A Stock is not convertible to Common Stock but it does entitle the holder to super voting rights representing 80% voting control of the Company.

The Company as of June 30, 2019 had 11,139 shares of Series B Preferred Stock authorized and 370 issued and outstanding, most of which is restricted and held by Company affiliates. The Series B Preferred Stock, except for shares held and/or issued in connection with the Agreement, was re-designated in October 2018 and is convertible into Common Stock on a basis of 1 preferred share to 25,000 Common shares and is non-dilutive as to stock splits.

The Company as of June 30, 2019 has 20,000,000 shares of Series C Preferred Stock authorized. The Series C Preferred Stock is convertible into Common Stock at the election of the holder at $.20 per share and has preferential liquidation rights. 5,000,000 Series C preferred shares are issued and outstanding in connection with the Agreement.

NOTE 4: COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office facilities and services and the Company is only obligated to pay for technical services and certain office expenses but no rent. There is no obligation for this arrangement to continue.

Such costs are immaterial to the financial statements and accordingly are not reflected herein.

DEMAND BRANDS, INC.

(A Development Stage Company)

Unaudited Notes to Financial Statements, Continued

June 30, 2019

NOTE 5: CONCENTRATION OF CREDIT RISK FOR CASH HELD AT FINANCIAL INSTITUTIONS

The Company maintains a cash account. There were no amounts in excess of insured limits at the bank at June 30, 2019. Accounts at banking institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation.

NOTE 6: SUBSEQUENT EVENTS

Management has evaluated subsequent events and transactions occurring after year-end through the date that the financial statements were available for issuance which was August 9, 2019. No transactions or events were found that were material enough to require recognition in the financial statements.

DEMAND BRANDS, INC

Unaudited Financial Statements

Year Ended December 31, 2018

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)

(A Development Stage Company)

Unaudited Balance Sheet

December 31, 2018

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)

(A Development Stage Company)

Unaudited Statement of Operations

For the Year Ended December 31, 2018

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)

(A Development Stage Company)

Unaudited Statement of Stockholders’ Equity

For the Year Ended December 31, 2018

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)

(A Development Stage Company)

Unaudited Statement of Cash Flows

For the Year Ended December 31, 2018

The accompanying notes are integral part of these financial statements.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)
(A Development Stage Company)
Unaudited Notes to Financial Statements
December 31, 2018

NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company

Demand Brands, Inc. (Company) was incorporated on March 8, 2005 under the laws of the State of Washington. The Company manufactures and distributes CBD Health and Wellness products, domestically and internationally. The Company, formerly Innovativ Media Group, inc., entered into a Stock Purchase Agreement (Agreement) with Demand Brands, Inc., a California Corporation, (Demand) to acquire 100% of its issued and outstanding shares and all of its assets and joint venture agreements. The Agreement included a change in management and Board Members. The Agreement was consummated on August 1, 2018.

Development Stage

The Company is in a development stage, as a result of the Agreement. During this initial period of operations the Company is negotiating and entering into manufacturing, distribution, financing, and licensing agreements and developing products. Once sufficient products are developed and produced and distribution channels confirmed and certain funding goals are achieved the Company will enter its full operating stage.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein.

Use of Estimates

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

Cash Equivalents

The Company considers marketable securities, bank certificates or deposit and other readily liquid instruments as cash equivalents. Securities are values at market price as of the end of the accounting period.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)
(A Development Stage Company)
Unaudited Notes to Financial Statements
December 31, 2018

NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES,

continued

Property and Equipment

The Company owns certain equipment related to its business and the capital assets are being depreciated over their estimated useful lives using the straight-line method of depreciation on an annualized basis.

Revenue Recognition

Revenue recognized in this period included cash receipts from its businesses collected and received within the period and also consists of fees, royalties and ad revenues earned from movies, videos and other assets and platforms in which the predecessor business had interests. Revenue from a sale or licensing arrangement of content was recognized when all of the following conditions were met: persuasive evidence of a sale or licensing arrangement with a customer exists; the film or project is complete; the license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale; the arrangement fee is fixed or determinable or collection reasonably assured or when advertising revenues or subscriber fees are actually paid and collected.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, stock in a public company,, accounts payable and accrued interest. The carrying amount of these financial instruments approximates fair value that approximate prevailing market rates or a reasonable estimate of market value unless otherwise disclosed in these financial statements

Income Taxes

The Company uses the asset and liability method of accounting of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)
(A Development Stage Company)
Unaudited Notes to Financial Statements
December 31, 2018

NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES,

continued

Comprehensive Income

The Company established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has not had any transactions that are required to be reported in other comprehensive income. Interest income that is not material in a given period may be offset by bank charges and not recognized.

Basic and Diluted Income (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net income or (loss) available to common stockholders by the weighted average number of common shares outstanding and are calculated to a maximum of .00000 percent. Diluted earnings per common share is computed similar to basic earnings per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2018 the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the results of its operations, financial position or cash flow.

NOTE 2: PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2018 consisted of packaging equipment. As production had not yet commenced at the end of the period no depreciation had been recorded

NOTE 3: STOCKHOLDERS’ EQUITY

The Company has four (4) classifications of stock with four (4) designations. The classes are Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

The Company has 500,000,000 authorized shares and had 372,224,670 fully diluted issued and outstanding shares as of March 7, 2019 for all categories of stock and accounting for subsequent events outside of the period.

DEMAND BRANDS, INC.

(formerly Innovativ Media Group, Inc.)
(A Development Stage Company)
Unaudited Notes to Financial Statements
December 31, 2018

NOTE 3: STOCKHOLDERS’ EQUITY, continued

The Company as of December 31, 2018 had 10,000,000 shares of Series A Preferred Stock authorized of which 5,000,000 are issued and outstanding. The Series A Stock is not convertible to Common Stock but it does entitle the holder to super voting rights representing 80% voting control of the Company.

The Company as of December 31, 2018 had 11,139 shares of Series B Preferred Stock authorized and 384 issued and outstanding, most of which is restricted and held by Company affiliates. The Series B Preferred Stock, except for shares held and/or issued in connection with the Agreement, was re-designated in October 2018 and is convertible into Common Stock on a basis of 1 Preferred share to 25,000 Common shares and is non-dilutive as to stock splits.

The Company as of December 31, 2018 has 20,000,000 shares of Series C Preferred Stock authorized. The Series C Preferred Stock is convertible into Common Stock at the election of the holder at $.20 per share and has preferential liquidation rights. 5,000,000 Series C preferred shares are issued and outstanding in connection with the Agreement.

NOTE 4: COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office facilities and services and the Company is only obligated to pay for technical services and certain office expenses but no rent. There is no obligation for this arrangement to continue.

Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE 5: CONCENTRATION OF CREDIT RISK FOR CASH HELD AT FINANCIAL INSTITUTIONS

The Company maintains a cash account. There were no amounts in excess of insured limits at the bank at December 31, 2018. Accounts at banking institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation.

NOTE 6: SUBSEQUENT EVENTS

Management has evaluated subsequent events and transactions occurring after year-end through the date that the financial statements were available for issuance which was March 7, 2019. No transactions or events were found that were material enough to require recognition in the financial statements.

PART III — EXHIBITS

Item 1. Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A,the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf the undersigned, thereunto duly authorized, in the Athens, State of Texas, on November 8, 2019.

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

/s/ Craig Fischer

Craig Fisher

November 8, 2019