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

8200 Seminole Boulevard

Seminole, FL 33772

(727) 471-0444

October 30, 2020

I. Andrew Weeraratne, CEO

Novusterra, Inc.

7135 Collins Ave., No. 624

Miami Beach, FL 33760

Re:

Securities Qualified under Offering Statement on Form 1-A

Dear Mr. Weeraratne,

We have acted as special securities counsel to you in connection with your filing of an Offering Statement on Form 1–A (as amended or supplemented, the “Offering Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), regarding the proposed offering of Novusterra, Inc., a Florida corporation (the “Company”) of up to $20,000,000 in shares of the Company’s Common Stock, zero ($0.00) par value per share.

 

For purposes of rendering this opinion, we have examined the Offering Statement, the Company’s Certificate of Incorporation and all Amendments thereto, the Company’s Bylaws, the Exhibits attached to the Offering Statement, and such other documents and matters of law as we have deemed necessary for the expression of the opinion herein contained. For the purposes of such examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted. We have relied, without independent investigation, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

On the basis of and in reliance upon the foregoing examination and assumptions, we are of the opinion that assuming the Offering Statement shall have become qualified, the Shares, when issued by the Company against payment therefore and in accordance with the Offering Statement and the provisions of the Subscription Agreements, and when duly registered on the books of the Company’s transfer agent and registrar therefor in the name or on behalf of the purchasers, will be validly issued, fully paid and non-assessable.  We express no opinion as to the laws of any state or jurisdiction other than the laws of the State of Florida, as currently in effect and the federal laws of the United States.

 

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our law firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. This opinion is for your benefit in connection with the Offering Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. In giving this consent, we do not admit that our law firm is in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Sincerely,

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

/s/:  Clifford J. Hunt

ARTICLES OF INCORPORATION

OF

Novusterra Inc

ARTICLE I

CORPORATE NAME

The name of this Corporation shall be Novusterra Inc.

ARTICLE II

PRINCIPAL OFFICE AND MAILING ADDRESS

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

ARTICLE III

NATURE OF BUSINESS AND POWERS

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

ARTICLE IV

CAPITAL STOCK

The maximum number of shares of capital stock that this Corporation shall be authorized to issue and have outstanding at any one time shall be Three Billion (3,000,000,000) at no par value per share of which (1) 2,400,000,000 shares have been designated as Class A Common Stock, at no par value per share, (2) 200,000,000 shares have been designated as Class B Common Stock, at no par value per share, and (3) 400,000,000 shares of Preferred Stock, par value of at no par value per share.

The Class A Common Stock shall be changed to be designated as follows:

1.

Designation and Number of Shares.  The Class A Common Stock shall be designated “Class A Common Stock” at no par value per share, and the number of shares constituting the Class A Common Stock shall be 2,400,000,000 shares.  

2.

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

3.

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

The Class B Common Stock shall be changed to be designated as follows:

1.

Designation and Number of Shares.  The Class B Common Stock shall be designated “Class B Common Stock” at no par value per share, and the number of shares constituting the Class B Common Stock shall be 200,000,000 shares.

2.

Voting Rights.  Each share of Class B Common Stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A Common Stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this Corporation, and shall be entitled to vote, together as a single class with holders of Class A Common Stock with respect to any question or matter upon which holders of Class A Common Stock have the right to vote.  Class B Common Stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law.

3.

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

4.

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

A.

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

B.

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

C.

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

D.

Exercise of Conversion.  To exercise its conversion privilege, a holder of Class B Common Stock shall surrender the certificate or certificates representing the shares being converted to the Corporation at its principal office, and shall give written notice to the Corporation at that office that such holder elects to convert such shares.  The certificate or certificates for shares of Class B Common Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Corporation or in blank.  The date when such written notice is received by the Corporation, together with the certificate or certificates representing the shares of Class B Common Stock being converted, shall be the “Conversion Date.”  As promptly as practicable after the Conversion Date, the Corporation shall issue and shall deliver to the holder of the shares of Class B Common Stock being converted or on its written order, such certificate or certificates as it may request for the number of whole shares of Class A Common Stock issuable upon the conversion of such shares of Class B Common Stock in accordance with the provision hereof.  Such conversion shall be deemed to have been effected immediately prior to the close of business on the conversion Date, and at such time the rights of the holder as holder of the converted shares of Class B Common Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby.  The Corporation shall pay any taxes payable with respect to the issuance of Class A Common Stock upon conversion of the Class B Common Stock, other than any taxes payable with respect to income by the holders thereof.

E.

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

F.

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

5.

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

6.

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

A.

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

B.

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

C.

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

D.

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

E.

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

F.

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

G.

change the authorized number of directors of the Corporation.

7.

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

The Preferred Stock shall be changed to be designated as follows:

1.

Designation and Number of Shares.  The Preferred Stock shall be designated as “Preferred Stock” at no par value per share, and the number of shares constituting the Preferred Stock shall be 400,000,000 shares.  

2.

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

ARTICLE V

TERM OF EXISTENCE

This Corporation shall have perpetual existence.

ARTICLE VI

INITIAL OFFICERS AND DIRECTORS

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

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

Indrajith Andrew Weeraratne- Director

7135Collins Ave, No. 624

Miami Beach, FL 33141

ARTICLE VII

REGISTERED AGENT AND

REGISTERED OFFICE IN FLORIDA

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

Indrajith A. Weeraratne

7135 Collins Avenue, No. 624

Miami Beach, Florida 33141

ARTICLE VIII

INCORPORATOR

The name and the address of the Incorporator is:

Indrajith A. Weeraratne

7135 Collins Avenue, No. 624

Miami Beach, Florida 33141

ARTICLE IX

INDEMNIFICATION

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

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IN WITNESS WHEREOF, the Corporation has caused this Articles of Incorporation to be duly adopted by its Board of Directors on September 21, 2020 and approved by its shareholders in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act, and to be executed in its corporate name this September 21, 2020.

Novusterra Inc.

By: /S/ I. Andrew Weeraratne

     

 Indrajith A. Weeraratne,

 Incorporator/Director

CERTIFICATE DESIGNATING REGISTERED AGENT

AND OFFICE FOR SERVICE FOR PROCESS

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

ACCEPTANCE:

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

/S/ I. Andrew Weeraratne

Indrajith A. Weeraratne

7135 Collins Avenue, No. 624

Miami Beach, Florida 33141

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BYLAWS

of

NOVUSTERRA INC.                                                                                                                                    

ARTICLE I

Offices

1.1

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

1.2

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

ARTICLE 2

Shareholder's Meetings

2.1

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

2.2

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

2.3

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

(a)

Calling of the meeting to order.

(b)

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

(c)

Reading of minutes of last annual meeting.

(d)

Report of officers.

(e)

Reports of committees.

(f)

Election of directors.

(g)

Miscellaneous business.

2.4

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

1

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

2.5

Notice:

(a)

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

(b)

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

2.6

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

1.7

Quorum: Except as otherwise required by law:

(a)

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

(b)

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

2.8

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

2

2.9

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

2.10

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

2.11

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

ARTICLE 3

Stock

3.1

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

3.2

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

3.3

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

3

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

(a)   The classification of shareholder who may certify;

(b)

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

(c)

The form of certification and information to be contained therein;

(d)

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

(e)

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

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

3.4

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

3.5

Fractional Shares or Scrip: The Corporation may:

(a)

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

(b)

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

(c)

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

(d)

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

3.6

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

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ARTICLE 4

Board of Directors

4.1

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

4.2

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

4.3

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

4.4

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

4.5

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

4.6

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

5

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

4.7

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

4.8

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

4.9

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

4.10

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

4.11

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

6

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

4.12

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

4.13

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

4.14

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

4.15

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

ARTICLE 5

Officers

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5.1

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

5.2

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

 

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

5.3

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

5.4

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

5.5

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

8

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

5.6

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

5.7

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

5.8

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

5.9

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

5.10

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

5.11

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

5.12

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

ARTICLE 6

Dividends and Finance

6.1

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

9

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

6.2

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

6.3

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

ARTICLE 7

Notices

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

ARTICLE 8

Seal

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

ARTICLE 9

Books and Records

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

10

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

ARTICLE 10

Special Corporate Acts

10.1

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

10.2

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

10.3

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

ARTICLE 11

Amendments

11.1

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

11.2

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

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11.3

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

Adopted by resolution of the Corporation's Board of Directors on This 19^th

day of October 2020.

/s/ I. Andrew Weeraratne

/s/ Eugene Nichols

I Andrew Weeraratne

Eugene Nichols

Director/CEO  

Director

/s/ Goran Antic

Goran Antic

Director

12

PART II AND III PRELIMINARY OFFERING CIRCULAR

 

Preliminary Offering Circular dated November _, 2020

 

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

 

Novusterra Inc.

$20,000,000

20,000,000 SHARES OF CLASS A COMMON STOCK

$1.00 PER SHARE

 

This is the public offering of securities of Novusterra Inc. (“the Company”), a Florida corporation. We are offering 20,000,000 of our no-par value common stock ("Common Stock"), at an offering price of $1.00 per share (the "Offered Shares") by the Company. This Offering will terminate on twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days as defined below or the date on which the maximum offering amount is sold (such earlier date, the "Termination Date"). The minimum purchase requirement per investor is 500 Shares ($500.) however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

 

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

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

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

Our Common Stock is NOT traded in any stock market or national securities exchange.

 

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

  

	Per Share	Total Maximum
Public Offering Price (1)(2)(4)	$1.00	$20,000,000
Underwriting Discounts and Commissions (3)	$0.00	$0
Proceeds to Company	$1.00	$20,000,000

 

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

 

Our Board of Directors used its business judgment in setting a value of $1.00 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

 

No Escrow

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

The date of this Offering Circular is __, 2020.

  

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TABLE OF CONTENTS

 

		Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			1
SUMMARY			2
SUMMARY OF THE OFFERING			3
SUMMARY FINANCIAL INFORMATION			4
RISK FACTORS			4
PLAN OF DISTRIBUTION			11
USE OF PROCEEDS			13
DILUTION			15
BUSINESS			17
DESCRIPTION OF PROPERTY			22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			22
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES			24
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			28
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS			28
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS			30
RECENT SALES OF UNREGISTERED SECURITIES			30
DESCRIPTION OF SECURITIES			33
DIVIDEND POLICY			34
SECURITIES OFFERED			35
LEGAL MATTERS			35
EXPERTS			35
WHERE YOU CAN FIND MORE INFORMATION			35
INDEX TO FINANCIAL STATEMENTS		F-1
PART III—EXHIBITS		36

 

3

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

 

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

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

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

 

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

 

	·	Our reliance on suppliers and customers;

  

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

 

	·	Our ability to effectively execute our business plan;

 

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

 

	·	Our ability to finance our businesses;

 

	·	Our ability to promote our businesses;

 

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

 

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

 

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

 

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

SUMMARY

1

 

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

 

Company Information

 

The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or " Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our objective is to build a Rare Earth Elements (“REE”) Processing Facility to process REE for commercial use.

 

Novusterra Inc. offices are located at 7135 Collins Ave No. 624, Miami Beach, FL 33141. The Company so far has not set up a Website, but plan to set up one soon. Our telephone number is 305-865-8193, our Email address is prevsoft@gemail.com

 

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

 

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

 

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

 

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

 

Dividends

 

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

 

Trading Market

 

Our Common Stock does not trade on any market or national securities exchange.  

 

SUMMARY OF THE OFFERING

Issuer		Novusterra Inc.
Securities Offered:		Up to 20,000,000 shares of the Company’s Class A Common Stock.
Offering Price:		$1.00 per share.
Offering Period:		For one year from the date of this prospectus, unless extended by the Company for an additional 90 days in its sole discretion.
Proceeds to the Company:		Assuming the following percentages of Common Stock sold in the offering, the Company will receive the following proceeds:
		% of Common Stock Sold		Gross Proceeds
		25%				$5,000,000
		50%				$10,000,000
		75%				$15,000,000
		100%				$20,000,000
		There is no guarantee that the Company will make any sales of our Securities and receive any proceeds from this offering.  The Company estimates the expenses of this offering will be approximately $17,000, which shall be deducted from the gross proceeds received in the offering.
Use of Proceeds:		We will use the net proceeds, for which there is no guarantee of receipt, of this offering to set up a rare earth processing facility and purchase rare earth deposits or capturing locations to be processed and for working capital purposes (see “Use of Proceeds” on page 13).
Common Stock Outstanding Prior to the Offering:		2,488,000 shares of Class A Common Stock and 11,000,000 shares of Class B common stock.
		Shares of Class B common stock have super voting rights giving each share of Class B common stock 10 votes for all matters on which the holders of Class A Common Stock vote.
Common Stock Outstanding After the Offering:		22,488,000 of Class A Common Stock, and 11,000,000 Class B Common Stock assuming all of the shares of Common Stock offered in this prospectus are sold, which will represent approximately 15.10% of the outstanding voting stock of the Company.
Trading Symbol:		There is currently no public market for our Common Stock.  Assuming we have a successful offering, we plan to have our shares of Common Stock quoted on the OTCQB.  To be quoted on the OTCQB, a market maker must apply to make a market in our Common Stock.  We do not have any agreements or understanding with any market maker and to file an application on our behalf and there is no guarantee that a market maker will file an application on our behalf.
Risk Factors:		Investing in our Common Stock involves a high degree of risk.  Please refer to the sections “Risk Factors” and “Dilution” before making an investment in our Common Stock.

3

SUMMARY FINANCIAL INFORMATION

 

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

	For the Period from
	Sept 21, 2020
	through Oct 31, 2020
Statement of Operations
Revenues	$	-0-
Cost of Revenues	$	-0-
General and Administrative Expenses	$	144
Total Operating Expenses	$	144
Other Income	$	-0-
Net Loss	$	144
	As of Oct 31, 2020
Balance Sheet Data
Cash	$	12,347
Total Assets	$	12,347
Total Liabilities	$	5,144
Stockholders’ Equity	$	7,203

 

RISK FACTORS

______

 

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

Risks Related to this Offering

Prospective investors must undertake their own due diligence

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

4

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

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

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

There is no public market for our shares

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

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

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

Risks Related to Our Business

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

We were formed on September 21, 2020 and our objective is to build a Rare Earth Element Processing Facility and buy REE deposits to process REE to make them to be used for commercial purposes. Our business prospects are difficult to predict because of the early stage of development, our unproven business strategy, and our capital needs. Like most newly begun companies, we have incurred losses since we began and may continue to incur losses. As a development stage company, we face numerous risks and uncertainties in implementing our business plan and there are no assurances that we will be successful. 

We have no history of REE processing, nor we have any officials with such knowledge

We are an early-stage company and have no history of mining or processing REE. Also, the current management has no experience in mining or REE processing. We plan to hire such management and consultants once we receive proceeds from this offering for which there is no assurance. As such, any future revenues and profits are uncertain.

We plan to look for and seek out joint venture partners in the early years of our business and we may fail to identify joint venture partners or may fail to successfully manage joint ventures.

5

Since we have no current management in the REE industry we plan to hire such personnel, and also, focus on doing joint venture with other companies already operating in the industry. However, there can be no assurance that the Company will be able to identify joint venture candidates or that we will succeed at effectively managing the operation of any joint venture. Unprofitable joint ventures may negatively affect the Company's results of operations and our ability to continue as an ongoing concern

There is material uncertainty regarding our ability to continue as a going concern.

The Company began with the intention of raising funds to hire a management team with a background in mining, REE extraction and in REE processing. We plan to hire the management with the background in those activities and we plan to use the funds we raise from this offering to hire such a management team. Since we began, we had no income and limited amount of operating losses. We have no assurance of raising any funds from this offering and we are not certain that we will be able to hire a knowledgeable management team who could work within our budget until we can begin to make positive cash flow. Thus, our ability to continue as a going concern may be uncertain,

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

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

We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition.

 

We currently have no management with the experience in operating a REE processing facility and we are hoping to use the funds we raise from this offering to hire such management and/or engage in joint venture activities with others already operating processing facilities. Competition for additional qualified management is intense, and we may be unable to attract and retain additional key personnel, or to attract and retain personnel on terms acceptable to us and our failure to do so could have a material adverse effect on our business, results of operations and financial condition.

The success of our business model is depended upon our ability to identify locations with rare earth deposits that will generate enough Rare Earth Elements for us to process

One of our objectives is to purchase rare earth element capturing locations to capture REE deposits to process in the Processing Facility, that we plan to build, and unless we find the locations with enough rare earth deposits to produce rare earth elements for processing for commercial use, our business strategy may not work as we plan.

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

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

Changes in the market price of rare earth minerals, which in the past has fluctuated widely, will affect the profitability of our operations and financial condition.

REE comprise of 17 different elements and the prices of those have been volatile in the past and may continue to be volatile in the future. Future price trends for rare earths still may depend on decisions made in China. China remains the dominant producer at approximately 70% to 90% of global supply. If China restricted supply the prices may go higher or if prices may fall if China decides to release stockpiles of rare earths it has apparently accumulated during the last few years, or if it instructs government approved producers to increase supply. In addition, a prolonged significant global economic contraction could reduce the prices of REE and a prolonged global economic expansion could put pressure on the supply of REE.  Thus, a business depends on the prices of its product to make them a profit may not be able to weather any volatile price fluctuations and that may affect the profitability of our operations and financial conditions.

REE processing may be subject to significant governmental regulations, which affect our operations and costs of conducting our business.

Mineral extraction and processing are governed by laws and regulations governing mineral concessions, acquisitions, development, and processing etc. Also, there are laws regulating exports and taxes on such exports and labor standards that a processing facility must abide by related to occupational health and safety.  These will increase our cost of operation, delay production due to us having to comply with these laws. Existing and possible future laws, regulations and permits governing operations and activities of exploration and processing companies, or more stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in production.

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

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

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

A significant number of established businesses, including major mining companies and their affiliates, and other organizations have entered or are planning to enter the rare earth mining and processing business. Many of these current and potential competitors have substantially greater financial, marketing, research and other resources than we have.

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

The founder of the Company Andrew Weeraratne has 110,000,000 voting rights due to his ownership of 11,000,000 Class B common stock (See also “Description of Securities”). The shares of Class B common stock have super voting rights. Even after a successful completion of this offering of 20,000,000 Shares, this shareholder will have 83.03% of voting. As a result, he will be able to influence or control matters requiring approval by our

7

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

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

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

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

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

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

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

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

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

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

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

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

	·	Establish definitive business strategies, goals and objectives;

	·	Maintain a system of management controls; and

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

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

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

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

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

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

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

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

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

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

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

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

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

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

 

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

 

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

 

Statements Regarding Forward-looking Statements

______

 

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

 

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject

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

PLAN OF DISTRIBUTION

 

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

 

Pricing of the Offering

 

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

 

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

 

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

 

	·	our projected financial performance;

 

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

 

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

 

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

 

	·	other factors deemed relevant by us.

 

Investment Limitations

 

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

 

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

		(i)	You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;
		(ii)	You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);
		(iii)	You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;
		(iv)	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;
		(v)	You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;
	(vi)		You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;
	(vii)		You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or
	(viii)		You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

 

Offering Period and Expiration Date

 

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

 

Procedures for Subscribing

 

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

 

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

 

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

 

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

 

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

 

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

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser's revenue or net assets (as of the

12

purchaser's most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser's annual income or net worth (please see below on how to calculate your net worth).

  

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

 

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

 

No Escrow

 

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

 

USE OF PROCEEDS

 

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

 

If 25% of the Shares offered are sold: 

  

If 50% of the Shares offered are sold:

 

If 75% of the Shared offered are sold: 

  

If 100% of the Shares offered are sold:

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

	Sale of		Sale of		Sale of		Sale of
	5,000,000		10,000,000		15,000,000		20,000,000
	Shares		Shares		Shares		Shares
Use of Proceeds	25%		50%		75%		100%
Gross proceeds	$	5,000,000	$	10,000,000	$	15,000,000	$	20,000,000
Offering expenses (1)	$	17,000	$	17,000	$	17,000	$	17,000
Net proceeds	$	4,983,000	$	9,983,000	$	14,983,000	$	19,983,000
Processing facility (2)	$	0	$	3,000,000	$	5,000,000	$	5,000,000
Working capital (3)	$	4,983,000	$	6,983,000	$	9,983,000	$	14,983,000
Total Funds Remaining	$	0	$	0	$	0	$	0

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

 

	(2)	We plan on building REE Processing Facility costing about $15 million & in the event we raised less than that we may borrow some funds to build it.

Our cost estimations are based on the research we have done via the Internet and the meetings/discussions we’ve undertaken with some experienced management in the industry that we may partner with to manage the business.

 

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

 

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

 

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

 

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

Use of Working Capital and Revenue Generation

 

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

 

25% of the Shares of Common Stock Offered

If we only sell 25% of the shares of Common Stock that we are offering, we plan to use all the funds as working capital and raise additional funds through another offering or through loans to build the Processing Facility (factory).  We expect to get $5,000,000 selling 25% of the offering and after deducting $17,000 of expenses we plan to net $4,983,000.  We do not expect any revenue until we build the REE Processing Facility. We budgeted our total annual expenses under this scenario including the compensation for experts in the industry we plan to recruit to help us build a factory and help us getting additional funding to be about $678,000. Thus, we believe $4,983,000 of working capital to allow us stay in business for approximately 7 years and 3 months

50% of the Shares of Common Stock Offered

If we sell 50% of the shares of Common Stock that we are offering, we plan to use part of the funds to buy land to build our factory and use the rest as working capital and raise additional funds through another offering or through

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loans to build the Processing Facility (factory).  We expect to get $10,000,000 selling 50% of the offering and after deducting $17,000 of expenses we plan to net $9,983,000.  We do not expect any revenue until we build the REE Processing Facility. We plan to use $3,000,000 to buy land and begin building the factory. We budgeted our total annual expenses under this scenario including the compensation for experts in the industry we plan to recruit to help us build a factory and help us getting additional funding to be about $1,032,000. Thus, we believe $6,983,000 of working capital to allow us stay in business for approximately 6 years and 7 months

75% of the Shares of Common Stock Offered

 

If we sell 75% of the shares of Common Stock that we are offering, we plan to use part of the funds to buy land to build our factory and begin building the factory and use the rest as working capital and raise additional funds through another offering or through loans to build the Processing Facility (factory).  We expect to get $15,000,000 selling 75% of the offering and after deducting $17,000 of expenses we plan to net $14,983,000.  We do not expect any revenue until we build the REE Processing Facility. We plan to use $5,000,000 to buy land and put as a down payment to borrow money to begin building the factory. We budgeted our total annual expenses under this scenario including the compensation for experts in the industry we plan to recruit to help us build a factory and help us getting additional funding to be about $1,692,000. Thus, we believe $9,983,000 of working capital to allow us stay in business for approximately 5 years and 9 months

 

100% of the Shares of Common Stock Offered

 

If we sell 100% of the shares of Common Stock that we are offering, we plan to use part of the funds to buy land to build our factory and begin building the factory and use the rest as working capital and raise additional funds through another offering or through loans to build the Processing Facility (factory).  We expect to get $20,000,000 selling 100% of the offering and after deducting $17,000 of expenses we plan to net $19,983,000.  We do not expect any revenue until we build the REE Processing Facility. We plan to use $5,000,000 to buy land and put as a down payment to borrow money to begin building the factory. We budgeted our total annual expenses under this scenario including the compensation for experts in the industry we plan to recruit to help us build a factory and help us getting additional funding to be about $2,400,000. Thus, we believe $14,983,000 of working capital to allow us stay in business for approximately 6 years and 2 months

 

DILUTION

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

 

As of October 31, 2020 the net tangible book value of our shares of common equity, which includes our Class A Common Stock and Class B common stock, was approximately $7,203, based upon combined outstanding shares of 2,488,000 Class A Common Stock and 11,000,000 shares of Class B common stock. The following table provides information regarding:

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

 

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

 

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

 

The following table presents information assuming the sale of:

 

	·	25% of the shares offered hereby;

 

	·	50% of the shares offered hereby;

 

	·	75% of the shares offered hereby;

 

	·	100% of the shares offered hereby.

 

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

	Sale of		Sale of		Sale of		Sale of
	5,000,000		10,000,000		15,000,000		20,000,000
	Shares (25%)		Shares (50%)		Shares (75%)		Shares (100%)
Assumed Initial Public Offering price per share	$	1.00	$	1.00	$	1.00	$	1.00
Net tangible book value per share of common equity as of October 31, 2020	$	0.0005	$	0.0005	$	0.0005	$	0.0005
Increase in net book value per share of common equity due to offering	$	0.2694	$	0.4248	$	0.5257	$	0.5964
Proforma Net tangible book value per share of common equity after offering	$	0.2699	$	0.4253	$	0.5262	$	0.5969
Dilution per share to investors purchasing shares of Common Stock in this offering.	$	0.7301	$	0.5747	$	0.4738	$	0.4031

The following table sets forth on a pro forma basis, at October 31, 2020, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of common stock and by the new investors, if 25%, 50%, 75% or 100% of the shares issued are sold, before deducting estimated offering expenses payable by us.

	Shares purchased			Total Consideration
								Average
								Price per share
Sale of 5,000,000 shares (25%)	Number	Percent		Amount		Percent
Existing stockholders	13,488,000	72.96%		$	7,203	0.14%		$	0.0005
New investors	5,000,000	27.04%		$	5,000,000	99.86%		$	1.00
Total	18,488,000	100.00%		$	5,007,203	100.00%		$	0.2708
Sale of 10,000,000 shares (50%)
Existing stockholders	13,488,000	57.43%		$	7,203	0.07%		$	0.0005
New investors	10,000,000	42.57%		$	10,000,000	99.93%		$	1.00
Total	23,488,000	100.00%		$	10,007,203	100.00%		$	0.4261
Sale of 15,000,000 shares (75%)
Existing stockholders	13,488,000	47.35%		$	7,203	0.05%		$	0.0005
New investors	15,000,000	52.65%		$	15,000,000	99.95%		$	1.00
Total	28,488,000	100.00%		$	15,007,203	100.00%		$	0.5268
Sale of 20,000,000 shares (100%)
Existing stockholders	13,488,000	40.28%		$	7,203	0.04%		$	0.0005
New investors	20,000,000	59.72%		$	20,000,000	99.96%		$	1.00
Total	33,488,000	100.00%		$	20,007,203	100.00%		$	0.5974

 

BUSINESS

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

 

Rare Earth Elements

Rare earths remain critical in various applications with future demand expected to remain strong driven by the clean energy economy. According to a report by Arafura Resources Limited, an Australian company with REE Neodymium-Praseodymium (NdPr) resources, the Global consumption of rare earths reached 137,000 tonnes of total rare earth oxide (TREO) in 2018 and is forecast to increase to 196,000 tonnes by 2030. China will continue to dominate global markets, strengthen its supply chain and increase the use of rare earths in clean energy and e-mobility with expected strong growth for NdPr oxide in Neodymium Iron Boron (NdFeB) magnets.

Also, according to Arafura Resources Limited, Rare earth supply is dominated by Chinese producers accounting for 80% of global supply in 2018. Total dependence on Chinese domestic supply has been reducing since 2015 with increased external supply from Malaysia, USA, Russia, Vietnam and India. Official Chinese rare earth production in 2018 was 115,000 tonnes of TREO, equating to 20,700 tonnes of NdPr oxide with the total global supply at 37,000 tonnes of NdPr oxide from rest-of-world and illegal supply sources. To meet projected demand for NdPr oxide in 2030, global supply needs to expand by 26,500 tonnes, equivalent to another 115,000 tonnes of TREO. At the same time, the proportion of illegal and undocumented Chinese supply is forecast to reduce from 27% to 14% over the next decade through continued government control.

According to an article appeared in a website “MPDI,” a pioneer in scholarly open access publishing, based in Basel, Switzerland, on July 21, 2019 written by Henar Moran-Palacios, Francisco Ortega-Fernandez, Raquel Lopez-Castaño and Jose V. Alvarez-Caba, rare earth elements have appeared in the market with new energy and Information Technology and Communications (ITC) applications. While their demand grows exponentially, their production is decreasing given that their deposits are concentrated in very few locations, mainly in China. This scarcity and dependence have turned them into strategic minerals, and the location of new sources has become vital. On the other hand, the inevitable trend towards sustainability favors the reuse of waste to avoid the degradation of new areas and the need for waste storage. One of the biggest generators of waste is iron mining. The tailings are stored in huge ponds with consequent environmental problems and risks. As tailings come from a concentration

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process, they incorporate different amounts of rare earths depending on their separation behavior. To evaluate the viability of these resources as potential repositories of rare earths, samples of different types of deposits and treatments were selected. The presence of different rare earths in them was determined through spectroscopy techniques to evaluate their use as a deposit. The results show an increase in the concentration of rare earths, especially high-density ones, which, although currently not economically feasible given the very wide geographical distribution of iron mining, represent a fundamental strategic reserve.

According to the International Union of Pure and Applied Chemistry (IUPAC) the rare earth elements are a set of 17 elements, 15 of which are transition metals belonging to the lanthanide group (which comprises the chemical elements from lanthanum to lutetium in the periodic table); the two elements left are scandium and yttrium, which have similar physical and chemical characteristics and are usually found together in nature. The lanthanides are the elements with atomic numbers 57 through 71.

Rare Earth Elements (“REE”) represent  mainly 17 rare-earth elements as follows: cerium (Ce), dysprosium (Dy), erbium (Er), europium (Eu), gadolinium (Gd), holmium (Ho), lanthanum (La), lutetium (Lu), neodymium (Nd), praseodymium (Pr), promethium (Pm), samarium (Sm), scandium (Sc), terbium (Tb), thulium (Tm), ytterbium (Yb), and yttrium (Y).

According to the U.S. Geological Survey (USGS), in 2018, China accounted for 71% (and possibly higher due to illegal mining, production, and smuggling in China) of global REE production in terms of quantity. Chinese data indicate that its REE exports totaled 53,518 metric tons, with a value of $517 million. China’s top three REE exports markets by value were Japan (54% of total), the United States (14%), and the Netherlands (8%). China also exported $1.7 billion worth of magnets containing REEs (including $201 million to the United States), an indicator of the significance of Chinese downstream industries that utilize REEs. China was the largest source of U.S. REE imports in terms of quantity at 12,557 metric tons (or 74% of total). China was also the largest U.S. REE supplier in terms of dollar value, at $82 million (or 56%) of the total. (Some U.S. REE imports from non-Chinese sources may have originated in China.) The consulting firm Adamas Intelligence estimates that in 2018 China became the world’s largest REE importer (in terms of quantity), including $79 million worth of REE imports (largely REE ores and fluorides).

According to the USGS, the largest U.S. industrial uses of REEs in 2018 were for catalysts (at 60% of total); ceramics and glass (15%); metals and alloys (10%); and polishing (10%). Examples of industries that utilize REEs in production include advanced electronics (which involve magnets, batteries, phosphors, polishing, and metal alloys); medical equipment (magnets, batteries, phosphors, and polishing); hybrid and conventional vehicles (magnets, catalysts, and batteries); energy efficient lighting (phosphors); steel (metal alloys); wind turbines (magnets); and chemicals (catalysts). REEs have numerous military applications as well. According to a June 11, 2019, article in Foreign Policy, “Every advanced weapon in the U.S. arsenal—from Tomahawk missiles to the F-35 fighter jet to Aegis-equipped destroyers and cruisers and everything in between—is absolutely reliant on components made using rare earth elements, including critical items such as permanent magnets and specialized alloys that are almost exclusively made in China.”

According to an article by Joseph Gambogi published in US Geological Survey 2015 Minerals Yearbook, in 2015, world rare-earth mine production was an estimated 130,000 metric tons (t) of rare-earth oxide (REO). China continued to dominate the global production and consumption of rare-earth metals and compounds. Rare earth mineral concentrates were produced in China, with smaller amounts produced in Australia, Brazil, India, Malaysia, Russia, Thailand, the United States, and Vietnam. The unique properties of rare earths make them useful in a wide variety of applications, such as alloys, batteries, catalysts, magnets, phosphors, and polishing compounds. In the United States, owing to low prices, mining and processing of rare-earth ores and concentrates were idled at the Mountain Pass operation in California, although production increased from the prior year to 5,900 t. Prices for most rare-earth metals and compounds price declined between 21% and 59% relative to those in 2014.

A rare-earth element (REE) can be classified as either a light rare-earth element (LREE) or a heavy rare-earth element (HREE). The LREEs include the lanthanide elements from atomic number 57 (La) through atomic number 64 (Gd), and the HREEs include the lanthanide elements from atomic number 65 (Tb) through atomic number 71 (Lu).

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The division is based on the LREEs having unpaired electrons in the 4f electron shell and HREEs having paired electrons in the 4f electron shell. Scandium (atomic number 21), a transition metal, is the lightest REE but it is not classified as one of the groups of LREEs nor one of the HREEs. Scandium is a soft, lightweight, silvery-white metal, similar in appearance and weight to aluminum. Although its occurrence in crustal rocks is greater than that of lead, mercury, and the precious metals, scandium rarely occurs in concentrated quantities because it does not selectively combine with the common ore-forming anions. Yttrium (atomic number 39), a transition metal, is chemically similar to the lanthanides and commonly occurs in the same minerals as a result of its similar ionic radius. Yttrium is included as an HREE even though it is not part of the lanthanide series. The elemental forms of rare earths are iron-gray to silvery lustrous metals that are typically soft, malleable, ductile, and usually reactive, especially at elevated temperatures or when finely divided. Melting points range from 798 °C for cerium to 1,663 °C for lutetium.

These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high-tech technologies would not be possible. These technologies include:

 

·Cell phones,  

·Computer and television screens, 

·Battery operated vehicles, 

·Clean energy technologies, such as hybrid and electric vehicles and wind power turbines,  

·Fiber optics, lasers and hard disk drives, 

·Numerous defense applications, such as guidance and control systems and global positioning systems, 

·Advanced water treatment technology for use in industrial, military and outdoor recreation applications 

Rare Earth Uses by Element

Rare earth elements are necessary components in many high technology and green energy related products in both civilian and national security applications. Currently, the dominant end uses for rare earth elements in the United States are for automobile catalysts and petroleum refining catalysts, use as phosphors in color television and flat panel displays (cell phones, portable DVDs, and laptops), permanent magnets and rechargeable batteries for hybrid and electric vehicles, and numerous medical devices. There are important defense applications such as jet fighter engines, missile guidance systems, anti-missile defense systems, and satellite and communication systems. Permanent magnets containing neodymium, gadolinium, dysprosium, and terbium are used in numerous electrical and electronic components and new-generation generators for wind turbines. The following table derived from the Congressional Research Service (CRS) Report identifies the major end use for the following rare earth elements:

Rare Earth Elements		Major End Use
Cerium		Auto catalyst, petroleum refining and metal alloys
Dysprosium		Permanent magnets and hybrid engines
Erbium		Phosphors
Europium		Red color for television and computer screens
Gadolinium		Magnets
Holmium		Medical lasers, glass coloring, and defense infrared counter measure systems and range finding.
Lanthanum		Hybrid engines and metal alloys
Lutetium		Catalyst in petroleum refining
Neodymium		Auto catalyst, petroleum refining, hard drives in laptops, headphones and hybrid engines
Praseodymium		Magnets
Samarium		Magnets
Terbium		Phosphors and permanent magnets
Thulium		Medical x-ray units
Ytterbium		Lasers and steel alloys
Yttrium		Red color, fluorescent lamps, ceramics and metal alloy agent

Because of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. According to a report issued by Reuters in June 2019, China supplied approximately 80% of the rare earths imported by the United States from 2014 to 2017, and China processes at least 85% of the world’s capacity of REEs.

Rare Earth Element Processing Business 

REE mostly derived as byproduct of mining other metals such as the byproducts of Iron-ore mining. Thus, REE to be processed are called deposits. Those operations use two main methods to extract the rare earths.

The first involved removing layers of topsoil and transporting them to a leaching pond, where acids and chemicals were used to separate the various rare earth elements from the clay, soil, and rock. The other process involved drilling holes into hills, inserting PVC pipes and rubber hoses, and then flushing out the earth using a mix of water and chemicals. This mix was then directly pumped or transported to the leaching ponds for further separation of rare earth elements.

REEs are mixed with many other minerals in different concentrations. The raw ores must then go through a first round of processing to produce concentrates, and from there to another facility that isolates the REEs into high-purity elements. In a procedure called solvent extraction, “the dissolved materials go through hundreds of liquid-containing chambers that separate individual elements or compounds—steps that may be repeated hundreds or even thousands of times. Once purified, they can be processed into oxides, phosphors, metals, alloys, and magnets that take advantage of these elements’ unique magnetic, luminescent or electrochemical properties,” according to Scientific American. In many cases, the process is complicated by the presence of radioactive elements.

According to the article by Joseph Gambogi published in US Geological Survey 2015 Minerals Yearbook (as mentioned above), a rare earth extraction system called “membrane solvent extraction system” has been designed to recover REEs. The technology invented by CMI partners Oak Ridge and Idaho National Laboratories was the first commercially licensed technology developed through the CMI. In a CMI collaborative effort, General Electric and Lawrence Livermore and Oak Ridge National Laboratories developed new fluorescent lighting phosphors that use significantly less REEs than current technology. The new phosphors included a green phosphor, which reduced the Tb content by 90% and eliminated La, and a red phosphor that eliminated both Eu and Y. The collaboration planned to continue to develop the technology for commercial lighting. Among CMI’s other projects, researchers at Ames Laboratory examined recycling samarium-cobalt (Sm-Co) scrap (swarf) generated during the magnet manufacturing process and a liquid metal extraction process to separate REEs from old.

The Department of Energy (DOE) was funding research to find cost-effective methods to separate rare earths from coal and coal byproducts. In 2015, DOE’s National Energy Technology Laboratory selected 10 projects from

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industry and academia for the first phase of the program. Phase I projects were targeted at identifying suitable material for recovery of REEs, designing recovery technology, and examining the technical and economic feasibility of recovering REEs. In total, the 10 projects represented $10.6 million in cost-shared funding support for bench- and pilot-scale projects, with 78% of the funding provided by the DOE (National Energy Technology Laboratory, 2015).

Currently global processing of REE is dominated by Chinese companies. The Australian mining and processing company Lynas Corporation Ltd., with its processing plant in Malaysia according to their annual report is the second largest processing and producer of REE.  According to Lynas annual report for the fiscal year ending June 30, 2020 Lynas produced 4,656 tonnes of NdPr (which are also called magnet metals consist of Neodymium and Praseodymium) and 14,562 tonnes of Rear Earth Oxides.  Also, there are a few established mining companies and start-up companies planning or currently building REE processing facilities.

Our objective is to build a small plant costing between $15 to $30 million to process REE and then expand further as new technology develops to make the process more efficient.

Competition

 

In the USA, the rare earth elements market is a fragmented market, with numerous players holding insignificant share to affect the market dynamics individually. China accounts for the vast majority of rare earth element production. While rare earth element projects exist outside of China, very few are in actual production. Further, given the timeline for current exploration projects to come into production, if at all, it is likely that the Chinese will be able to dominate the market for rare earth elements into the future. This gives the Chinese a competitive advantage in controlling the supply of rare earth elements and engaging in competitive price reductions to discourage competition.

Any increase in the amount of rare earth elements exported from other nations, and increased competition, may result in price reductions, reduced margins and loss of potential market share, any of which could materially adversely affect our profitability. As a result of these factors, we may not be able to compete effectively against current and future competitors.

Lynas Corporation Ltd, according to their fiscal year 2020, annual report is the second largest producer of REE in the world. Currently many smaller processing companies are being built and most of these processing plant builders are mining companies that wish to use the byproducts from their current mining to process and produce REE. Medallion Resources Ltd. a public company trading on OTCQX trading under the stock symbol “MLLOF” owns and develops proprietary technology to extract rare earth elements from an abundant by-product feedstock. According to the financial statements published on OTCQX Medallion did not have any revenue since 2014 to FY 2020.

A major US producer of REE Molycorp Inc., declared bankruptcy under chapter 11 of US bankruptcy code, in 2015. Prior to going bankrupt Molycorp, according to an article by” InvestorIntel” an online news service for investors in the capital markets, invested $1.8 billion to develop the (Mountain Pass) mine and vertically integrate that output  through a separation plant to salable, separated rare earths products but it did not work.  

According to Reuters news services, in 2017 MP Materials bought California’s Mountain Pass mine and other Molycorp assets. MP Materials Corp. went public in July 2020 by merging with a private-equity backed blank-check company (which are called SPACs abbreviated for special-purpose acquisition company) Fortress Value Acquisition Corp., underscoring Wall Street’s rising interest in efforts to boost production of the strategic minerals. SPACs have been behind some recent high-profile public listings, including electric car maker Fisker. Hedge funds JHL Capital Group and QVT Financial folded their ownership of MP Material into Fortress Value Acquisition Corp. Fortress is controlled by Japan's SoftBank Group Corp. According to the article MP will net about $489 million from the merger.  MP probably is the most advanced player in the U.S. rare earths industry. However, according to the article, MP Material has to ship more than 50,000 tonnes of concentrated rare earths per year to China for final processing because its California equipment is not operational.

President Donald Trump had signed an executive order “declaring a national emergency in the mining industry,” aimed at “incentivizing the domestic production of rare earth minerals critical for military technologies while

21

reducing American dependence on China.” We plan to seek any government backing we can get in order to build our own processing facility, however, the other companies who have already entered or planning to enter the REE  processing business have more resources and capital than we have and this may affect our ability to compete in the market effectively.

  

Seasonality

 

We do not expect any seasonality in our business. 

 

Litigation

 

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

DESCRIPTION OF PROPERTY

Facilities

 

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

 

Employees

As of October 31, we had one employee. 

 

Legal Proceedings

 

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

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

______

 

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

 

Management’s Discussion and Analysis

 

We were incorporated on September 21, 2020, in the State of Florida under. Our fiscal year end is December 31.

We had no revenues from operations and had set up expenses so far, that were paid from the cash contributions of the founders, and we cannot begin any operations until we raise enough funds through this offering to begin the process of  building a Rare Earth Element (REE) Processing Facility.

 

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Plan of Operation for the Next Twelve Months

 

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months and to proceed to begin building a REE processing facility. In the event we do not raise any funds from this offering we have enough funds to carry on with our efforts to raise funds for the next twelve months due to our low overhead operation.

 

Cost of revenue. The Company expects that the cost of revenue will consist primarily of our cost of operating the processing facility and the cost of purchasing of inventory we plan to process and sell including labor and the marketing cost.

 

Research and development. We do not have any research and development expenses at the present time and do not anticipate any until we raise enough funds to hire such staff as most of the current research work are being done by the Company staff at no cost.

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

 

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

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Quantitative and Qualitative Disclosures about Market Risk

 

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

 

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

Contingencies

 

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

 

Relaxed Ongoing Reporting Requirements

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Upon the completion of this Offering, we expect to elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an "emerging growth company" (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an "emerging growth company", we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not "emerging growth companies", including but not limited to:

  

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

 

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

 

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

 

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

 

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

 

If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 1 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for "emerging growth companies" under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer's fiscal year, and semiannual reports are due in 90 calendar days after the end of the first six months of the issuer's fiscal year.

 

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not "emerging growth companies", and our stockholders could receive less information than they might expect to receive from more mature public companies. 

Novusterra Inc.

Summary

 

Novusterra Inc is a newly began company set up to build a Rare Earth Element Processing Facility to acquire REE and process them to be used commercially.

 

History

The Company was incorporated on September 21, 2020 in the State of Florida and after raising initial funds from founding shareholders we began this offering.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

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

 

I. Andrew Weeraratne, age 70, Chief Executive Officer, Chairman of the Board of Directors and Chief Financial Officer

 

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

24

ventures. From April 2019 to August 2020, Andrew was the Chief Executive Officer and Chief Financial Officer for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to Covid 19 situation the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed the name to XEME Biopharma Holdings Inc. In August 2018 he founded Mfusion Corp. also to do live entertainment shows focusing on raising funds via selling a Digital Coin of Mfusion which is convertible to the shares of Mfusion Corp., that in August of 2020, the management of Mfusion Corp., sold to two entrepreneurs who are in the process of beginning a CBD-Coffee business using the Mfusion corporate structure. Currently Andrew works as a consultant for Mfusion Corp. He founded Capax Inc. in February 2017 and worked as its Chief Executive officer from February 2017 to May 2018 during which time he filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.

From October 2013 to January 2017, Andrew served as the Chief Executive Officer and Chief Financial Officer for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC was reverse merged with American Resources Corporation (previously named Quest Energy Inc.) and currently trading under the symbol “AREC.” Mr. Weeraratne was chief financial officer of China Direct, Inc. (Nasdaq: CDII) from February 2009 to May 2009. From August 2004 to December 2008, Mr. Weeraratne acted as a financial consultant working in a variety of industries including work with the Embassy of the United States of America in Iraq as a financial advisor to form an Iraqi Accounting Association to introduce International Accounting Standards to Iraq as part of a plan to privatize State owned enterprises after the Iraq war. From December 1998 to February 2000, Mr. Weeraratne was the chief financial officer of National Lampoon, Inc. (formerly known as J2 Communications), a provider of branded comedic content. From November 1996 to December 1998, Mr. Weeraratne was the controller for Beachport Entertainment Corp., a provider of family entertainment and sporting events and television programming. From 1990 to 1996 Mr. Weeraratne was the chief financial officer of Business Resource Exchange, a business consulting company that identified and resold undervalued companies. From 1982 to 1989, Mr. Weeraratne managed his own CPA firm in Washington D.C. representing foreign clients with investments in the U.S. and in International taxation matters. Mr. Weeraratne has been a Florida licensed Certified Public Accountant since 1981. He is also an author, and wrote a book entitled Uncommon Commonsense Steps to Super Wealth, where he illustrates how some people beginning with very little ended up in the list of richest people on earth by focusing only one out of four ways to make their wealth. Mr. Weeraratne devotes approximately 90 % of his time to our business and affairs.

 

Eugene Nichols, age 74, member of the Board of Directors, Secretary, Treasurer

 

Eugene Nichols has served as a director of our Company since May 2017. Mr. Nichols has over 30 years of sales, management, and marketing experience with a Fortune 100 company. From April 2019 to August 2020, Mr. Nichols was a Director for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to Covid 19 situation the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed the name to XEME Biopharma Holdings Inc. In August 2018 he joined as a Director for Mfusion Corp. that was also set up to do live entertainment shows focusing on raising funds via selling a Digital Coin of Mfusion which is convertible to the shares of Mfusion Corp., that in August of 2020, the management of Mfusion Corp., sold to two entrepreneurs who are in the process of beginning a CBD-Coffee business. He was also a Director for Capax Inc. from February 2017 to May 2018 during which time Capax filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.

From October 2013 to January 2017, Mr. Nichols served as the President and a member of the Board of Directors for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC was reverse merged with American Resources Corporation (previously named Quest Energy Inc.) and currently trading under the symbol “AREC.” He began his professional career as a sales representative at Beecham Massengill in Bristol, Tennessee, where he was employed from 1972 to 1976. From May 1976 until October 2002 he was employed with Abbott Diagnostic for 26 years holding various positions including

25

sales executive, sales trainer, district manager and director advertising and communication. Mr. Nichols was retired from October 2002 until March 2007. Mr. Nichols’ professional experience also includes, the part time work he did, in the start-up and majority ownership of Communication Exchange Inc. and Visa Exchange, Inc., in Washington D.C., from 1988 to 1991,co-owner of Foxfire Golf Course in Waupaca, Wisconsin(1995 until 2004) and managing partner of Power Management Electrical Consultants, an electrical consulting firm in Pasadena, Maryland from March 2007 until June 2011.

 

Goran Antic, age 47, Member of the Board of Directors

 

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

From April 2019 to August 2020, Mr. Antic was a Director for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to Covid 19 situation the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed the name to XEME Biopharma Holdings Inc. In August 2018 he joined as a Director for Mfusion Corp. that was also set up to do live entertainment shows focusing on raising funds via selling a Digital Coin of Mfusion which is convertible to the shares of Mfusion Corp., that in August of 2020, the management of Mfusion Corp., sold to two entrepreneurs who are in the process of beginning CBD-Coffee business. He was also a Director for Capax Inc. from February 2017 to May 2018 during which time Capax filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc

Evelyn Nichols, Director of Marketing and Public Relations

Evelyn Nichols and a business partner co-founded Informa Training Partners, LLC in October 1998 as an independent subsidiary of Nelson Communications Worldwide, a healthcare marketing organization acquired by Publicis Healthcare.  In April of 2004, the Co-founders exercised a buy-out option and became independent owners of Informa until the sale to Red Nucleus in October 2019.  Based in Walpole, MA, Informa developed training programs for sales and marketing professionals in the pharmaceutical, biotech and medical device and diagnostic industries.  Evelyn’s role included the management of day-to-day operations, with a major focus on sales and marketing.  Her in-depth understanding of the life-sciences industry, coupled with an ability to connect with people, helped Informa establish and maintain long-term relationships with leading pharmaceutical, biotech and device customers.  

In addition to managing Informa, Evelyn served on the Board of Directors for the Life Sciences Trainers and Educators Network (LTEN) for seven years.  LTEN is the only association that focuses specifically on life sciences trainers.

Prior to co-founding Informa Training Partners, Evelyn held the following positions:

·

Vice President, Business Development, Total Learning Concepts (1994-1998)

·

Vice President, Account Services, MEDEX Corporation and Arista Marketing Associates (1987-1994)

·

Certified Medical Representative, Syntex Laboratories (1980-1987)

Evelyn holds a B.S. in Psychology from Appalachian State University.   

Kazuko Kusunoki age 55, Vice President Administration

26

From April 2019 to August 2020, Kazuko Kusunoki was the Vice President Administration for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to Covid 19 situation the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed the name to XEME Biopharma Holdings Inc. In August 2018 she joined as the Vice President Administration for Mfusion Corp. that was also set up to do live entertainment shows focusing on raising funds via selling a Digital Coin of Mfusion which is convertible to the shares of Mfusion Corp., that in August of 2020, the management of Mfusion Corp., sold to two entrepreneurs who are in the process of beginning CBD-Coffee business. She was also the Vice President Administration for Capax Inc. from February 2017 to May 2018 during which time Capax filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.

From October 2013 to January 2017, Ms. Kusunoki served as the vice President Administration for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC was reverse merged with American Resources Corporation (previously named Quest Energy Inc.) and currently trading under the symbol “AREC.” Ms. Kazuko Kusunoki began her career as a freelance writer for magazines in Japan. From October 1991 to May 1994 she worked for Subaru International Co. Ltd in Tokyo, Japan as a Translator, Editor and Coordinator. From June 1994 to February 1996 she worked as a freelance translator working on software manuals, automobile magazines and other technical documents. From March 1996 to October 2000 Kazuko worked for Fujitsu Learning Media Limited in Tokyo, Japan as Software Localization Project Manager and Coordinator. She moved to the USA in 2001 and from 2001 to the present time she has been working as a freelance translator for various major translation companies, especially translating content on websites, for clients such as Eurail, Akamai, Citigroup and Master Card etc. Kazuko has a BA in Commerce from Waseda University, Tokyo, Japan in March 1989 and got a certificate in Local Area Network support from UCLA Extension in California in June 2002. Kazuko’s responsibilities will include keeping a schedule of all the mandatory filings we have to with the SEC (once we are a public company) and tax authorities to assure they are done on time. Also, she will be instrumental in doing our SEC filing using in-house software to edgarize and XBRL the process. Kazuko Kusunoki is the wife of I Andrew Weeraratne the CEO and CFO of the Company.

 

27

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

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

Summary Compensation Table – Officers

(1)

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

Director Compensation Table

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

 

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of October 31, 2020 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (10%) of our capital stock. The percentage of beneficial ownership in the table below is based on 13,488,000 shares of common stock deemed to be outstanding as of October 31, 2020

(1)

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

 

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of October 31, 2020 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent (5%) of our capital stock. The percentage of beneficial ownership in the table below is based on 13,488,000 shares of common stock deemed to be outstanding as of October 31, 2020

 

(1)

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

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

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

  

Disclosure of Conflicts of Interest

 

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

Stock Options

 

The Company has no stock option plan

Indemnification Agreements

 

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

 

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

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

 

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

 

RECENT SALES OF UNREGISTERED SECURITIES

 

The following are all issuances of securities by the Company since its formation in September 21, 2020 which were not registered under the Securities Act. In each of these issuances the recipient represented that he or she was acquiring the shares for investment purposes only, and not with a view towards distribution or resale except in

30

compliance with applicable securities laws. No general solicitation or advertising was used in connection with any transaction, and the certificate evidencing the securities that were issued contained a legend restricting their transferability absent registration under the Securities Act or the availability of an applicable exemption there from. Unless specifically set forth below, no underwriter participated in the transaction and no commissions were paid in connection with the transactions.

The shares of our common stock were issued pursuant to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933.  These shares of our common stock qualified for exemption under Section 4(a)(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.  The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.  We did not undertake an offering in which we sold a high number of shares to a high number of investors.  In addition, these shareholders had necessary investment intent as required by Section 4(a)(2) since they agreed to receive share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Act.  This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”  All shareholders are “sophisticated investors” and are family members, friends or business acquaintances of our officers and directors.  Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.

On September 24, 2020, the Company issued Andrew Weeraratne (AW) its CEO, CFO and Chairman of the Board of Directors 11,000,000 Class B shares at $0.0001 for a total of $1,100 that AW paid to the Company.

As shown on the table below, on September 24, 2020, the Company issued the following shares of Class A common stock as founders’ shares to the following business associates at $0.0001 per share for a total of $223 that AW paid to the Company.

Name		Shares
Patrick Bollar		1,000,000
Sandya Arachchi		225,000
Roger Persson		250,000
Tom & Jayne Avery		105,000
Ray Baum		90,000
Eugene & Evelyn Nichols		50,000
Jonas Persson		110,000
Lynnia Cohen		50,000
Christopher Higgins		50,000
Angelos Kokkalis		50,000
Richard Levine		40,000
Evy and Bo Engberg		58,000
Emmanuel Colonol		50,000
Charles Samos		25,000
Armand Battig		20,000
Daniel Gustafsson		5,000
Henrik Ohlsson		5,000
Tommy Karlsson		5,000
Andrew K Asprodites		15,000
Larisa Krasner		5,000
TOTAL		2,208,000

31

On September 30, 2020 we issued 20,000 shares to Evelyn Nichols that we hired as the Director of Marketing and Public Relations of the Company at $0.001 per share for a total of $20 the cost of which AW paid to the company.

In the month of October 2020, we sold 200,000 Class A Common Stock at $0.03 per share to 5 shareholders, with whom the founder of the Company AW has established a long-term relationship, for a total sum of $6,000.

 

Review, Approval or Ratification of Transactions with Related Parties

 

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

 

Disclosure of Conflicts of Interest

 

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

 

Employment Agreements

 

We have no employment agreement with any officers.

 

Legal/Disciplinary History

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

 

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

 

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

 

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

 

Board Composition

 

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

 

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

 

Board Leadership Structure and Risk Oversight

32

 

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

 

Code of Business Conduct and Ethics

 

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

 

 

DESCRIPTION OF SECURITIES

 

General

 

We are authorized to issue an aggregate number of 3,000,000,000 shares of capital stock, of which (i) 2,400,000,000 shares are Common Stock, at no par value per share; (ii) 200,000,000 shares are Class B common stock, at no par value per share; and (iii) 400,000,000 shares of preferred stock,  at  no par value per share.

 

Class A Common Stock

 

We are authorized to issue 2,400,000,000 shares of Common Stock. As of October 31, 2020, 2,488,000 shares of the Common Stock are issued and outstanding.

 

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

 

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

 

Class B Common Stock

 

We are authorized to issue 200,000,000 shares of Class B common stock. As of October 31, 2020, 11,000,000 shares of Class B common stock are issued and outstanding.

 

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

 

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

 

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

 

All outstanding shares of Class B common stock are duly authorized, validly issued, fully paid and non-assessable. So long as any shares of Class B common stock are outstanding, we have agreed not to take the following actions

33

without the prior written consent of the holders of at least a majority of the voting power of the then outstanding Class B common stock:

 

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

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

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

	·	redeem or repurchase any of our securities;

	·	amend our articles of incorporation; or

	·	change the authorized number of our board of directors.

  

Preferred Stock

 

We are authorized to issue up to 400,000,000 shares of preferred stock, at no par value per share, in one or more classes or series within a class as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications, limitations or restrictions thereof. Any preferred stock so issued by the board of directors may rank senior to other existing classes of capital stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control. Currently, no shares of our preferred stock have been designated any rights and we have no shares of preferred stock issued and outstanding.

 

Warrants

 

There are no outstanding warrants to purchase our securities.

 

Options

 

There are no outstanding options to purchase our securities.

 

Transfer Agent and Registrar

 

We currently do not have a transfer agent.

 

DIVIDEND POLICY

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

 

34

SECURITIES OFFERED

 

Current Offering

Novusterra Inc. (“Novusterra” “We,” or the “Company”) is offering up to 20,000,000 total of Securities, consisting of no par value class A Common Stock (the “Common Stock” or collectively the “Securities”). 

 

 

LEGAL MATTERS

 

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

 

EXPERTS

 

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

WHERE YOU CAN FIND MORE INFORMATION

 

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

 

 

35

INTERNALLY PREPARED FINANCIAL STATEMENTS

 

Novusterra Inc.

 

CONTENTS

 

Financial Statements
Balance Sheets as of October 31, 2020	F-2
Statements of Operations from inception September 21, 2020 through October 31, 2020	F-3
Statement of Stockholders’ Equity from inception September 21, 2020 through October 31, 2020	F-4
Statements of Cash Flows from inception September 21, 2020 through October 31, 2020	F-5
Notes to the Financial Statements	F-6

Novusterra Inc.
Balance Sheets
	Internally Prepared Statements
		October 31, 2020
ASSETS
Current assets
	Cash and cash equivalent	$	12,347
	Total current assets		12,347
Total assets		$	12,347
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Long term liabilities
	Loan payable shareholder		5,144
Stockholders' equity (deficit)
	Preferred stock: no par value; 400,000,000 authorized, no shares issued and outstanding		-
	Class A Common stock: no par value; 2,400,000,000 shares authorized and 2,488,000 shares issued & outstanding for October 31, 2020		6,247
	Class B Common stock: no par value; 200,000,000 shares authorized, and 11,000,000 shares issued and outstanding for October 31, 2020		1,100
	Retained earnings (deficit)		(144)
	Total stockholders' equity (deficit)		7,203
Total liabilities and stockholders' equity (deficit)		$	12,347
The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

Novusterra Inc.
Statements of Operations
Internally Prepared Statements
				September 21, 2020
			(inception) to
			October 31, 2020
Revenue
Operating expenses
	Administrative expenses		$	144
		Total operating expenses		144
Loss from operations				144
		Net income (loss)		(144)
Basic and diluted income (loss) per common share			$	(0.00)
Basic and diluted weighted average number of common shares outstanding				12,336,900
	The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

F-3

 

Novusterra Inc.
Statements of Cash Flows
Internally Prepared Statements
					September 21, 2020
					(inception) to
					October 31, 2020
Cash flows from operating activities:
	Net income (loss)			$	(144)
	operations to cash used in operating activities:
		Net cash used in operating activities			(144)
Investing activities:
		Net cash used in investing activities			-
Financing activities:
	Proceeds from sale of common stock				7,347
	Proceeds from loans				5,144
		Net cash provided by financing activities			12,491
Net increase (decrease) in cash					12,347
Cash at beginning of period					-
Cash at end of period				$	12,347
Supplemental disclosures:
	Cash paid for:
		Interest		$	22
		Income taxes		$	-
	The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

F-5

Novusterra Inc.

Notes to Financial Statements

October 31, 2020

Internally Prepared Statements

NOTE 1 – DESCRIPTION OF BUSINESS

We incorporated our Company, Novusterra Inc., on September 21, 2020 in the State of Florida. We began our operation with a plan to build a Rare Earth Element (REE) processing facility to process & refine rare earth material to be used for various purposes.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements include the accounts of the Company for the period from September 21, 2020 inception date to October 31, 2020. This financial statement period is not an indicative of the results to be expected for any periods in future. The financial statements have been prepared by the management of the Company in accordance with accounting principles generally accepted in the United States.

Going Concern

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

The Company was set up on September 21, 2020 and has suffered losses from operations so far and currently has $12,347 in cash in bank. We may not have any revenue until we raise funds from the current offering, build our processing facility and begin sell REE. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We will need to raise the funds required continuously through sale of our securities or through loans from third parties. We do not have any commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to cease operations. We may not be successful in raising the capital needed to expand or develop operations. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty.

Estimates:  Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America.  Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities.  Actual results could vary from those estimates.

Related Party Policies:  In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

Income Taxes: include U.S. federal and state income taxes currently payable and deferred income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period of enactment.  Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities.  Deferred tax assets are reduced by a valuation allowance

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when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company plans to file its initial tax return for December 2020. Management believes that the Company’s income tax filing positions will be sustained on audit and does not anticipate any adjustments that will result in a material change. Therefore, no reserve for uncertain income tax positions has been recorded. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.

Stock-based Compensation:  Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally 0 to 5 years) using the straight-line method. Stock compensation to employees is accounted for under ASC 718 and stock compensation to non-employees is accounted for under 2018-07.

Earnings Per Share:  The Company’s basic earnings per share (EPS) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock options, restricted stock awards, restricted stock units and performance-based stock awards if the inclusion of these items is dilutive.

 

Recent Accounting Pronouncements

The Company has evaluated the following recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company’s financial statements:

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, "Leases: Topic 842 (ASU 2016-02)", to supersede nearly all existing lease guidance under GAAP. The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. ASU 2016-02 is effective for the Company in the first quarter of our fiscal year ending December 31, 2019 using a modified retrospective approach with the option to elect certain practical expedients. The Company evaluated the impact of its pending adoption of ASU 2016-02 on its financial statements but does not expect it to have a material impact

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this update affect the guidance in ASU 2014-09. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-12 do not change the core principle of the guidance in Topic 606, but instead affect only the narrow aspects noted in Topic 606. Topic 606 became effective for the Company on December 1, 2018. Management evaluated Topic 606 and the modified retrospective adoption of ASU 2016-12 did not have any material impact on the Company’s financial statements.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the

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indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

NOTE3 – LOAN PAYABLE SHAREHOLDER

On September 21, 2020, the founder and major shareholder of the Company loaned the Company $5,000 at 4% interest to be accrued and compounded quarterly. We have accrued interest expenses of $22 for the period ending October 31, 2020 and added that to the loan principal. Also, we have added some expenses paid by the shareholder to the loan balance.

NOTE4 – EQUITY

We have 3,000,000,000 authorized shares of capital stock, which consists of (i) 2,400,000,000 shares of Class A common stock, at no par value per share; (ii) 200,000,000 shares of Class B common stock, at no par value per share; and (iii) 400,000,000 shares of preferred stock, at no par value per share.

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

As of October 31, 2020, we have 11,000,000 Class B common stock outstanding 2,488,000 Class A common stock outstanding.

On September 24, 2020I Andrew Weeraratne (“AW”) Chief Executive Officer and the Chief Financial Officer of the Company bought 11,000,000 Class B common stock at $0.0001 per share that he paid to the company $1,100.

On September 24, 2020The Board of Directors approved a list of persons who we believe could help us with the operation of the company, issuing 2,268,000 Class A common shares at $0.0001 per share with the cost of $227 paid by AW. On September 30, 2020, the Company issued a newly hired officer 20,000 Class A common shares at $0.001 per shares with the cost of $20 being paid by AW.

On September 25, 2020at a Board meeting the Board elected two new directors and a vice president of administration of the Company and issued 20,000 Class common shares each at $0.0001 per share for a total of $6 paid by AW.

During the month of October 2020, the Company issued 200,000 Class A common shares to 5 associated individuals at $0.03 per shares for a total cost of $6,000.

NOTE 5 - RELATED PARTY TRANSACTIONS

September 24, 2020, the Company borrowed $5,000 from it founder and the major shareholder at 4% annual interest to be accrued and compounded quarterly.

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

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PART III—EXHIBITS

 

Index to Exhibits

 

2A		Articles of Incorporation of Novusterra Inc.*
2B		Bylaws of Novusterra Inc. *
4		Form of Subscription Agreement*
12.1		Opinion of Clifford L Hunt LLC *.
12.2		Consent of Counsel (included in Exhibit 12.1)
		* Filed herewith

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Florida on November 2, 2020. 

 

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

  

POWER OF ATTORNEY

 

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

 

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

Signature		Title		Date
		Chief Executive Officer (PEO), Chairman of
/s/ I. Andrew Weeraratne		the Board of Directors, Chief Financial Officer		November 2, 2020
I. Andrew Weeraratne
/s/ Eugene Nichols		Director, Secretary, Treasurer		November 2, 2020
Eugene Nichols
/s/ Goran Antic		Director		November 2, 2020
Goran Antic

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