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

Preliminary Offering Circular

Subject to Completion. Dated December 22, 2021 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 1-A

TIER I OFFERING

POSTD MERCHANT BANQUE

(Exact name of registrant as specified in its charter)

Date: December 22, 2021

333 S. Grand Ave

Suite 3590 North Tower

Los Angeles, CA 90071

213-947-3076

Total Offering: 80,000,000 shares

This is a public offering of shares of common stock of POSTD Merchant Banque

¹We are offering our shares without the use of an exclusive placement agent and we do not currently intend to engage anyone to place shares, however, we may offer the offered shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or finder shall be disclosed in an amendment to this offering circular. The Proceeds to Issuer amount of $20,000,000 is before legal expenses, which are $10,000. Thus, net proceed after legal fees will be $19,990,000.

We currently have our common stock on the OTC market under the symbol PMBY. It is expected that our common stock will trade on a sporadic and limited basis.

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

Offering to end 1 year after approval date. No minimum purchase requirements All subscription offerings will be used for purposes contained within this offering circular.

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

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Offering Circular dated December 22, 2021

¹See “Risk Factors” on page 4 of the offering circular to read about factors you should consider before buying shares of common stock.

TABLE OF CONTENTS

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

SUMMARY

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

Our Company

POSTD Merchant Banque (the “Company”) was established in Nevada and is a non-depository financial institution that provides assistance in and access to Equity, Credit, and Real Estate Strategies. The company provides corporate finance advisory services. Its services include project financing, credit enhancement, digital banking services, bank vaulting services, restructuring/debt advisory/mergers and acquisitions, and echecks.

Company Information

We are incorporated in the State of Nevada. Our principal executive offices are located at 333 S. Grand Ave, Suite 3590 North Tower, Los Angeles, CA 90071 and our telephone number is 213-947-3076. Our website is www.postdmerchantbanque.com. Information contained on our web site is not incorporated by reference into this Offering Circular. You should not consider information contained on our web site as part of this Offering Circular.

The Offering

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth in this Offering Circular, including the financial statements and the related notes, before making a decision to buy our common stock. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Digital Marketing Operations

Small company in the development stage phase.

We are a development stage company in the early phases of operation. This provides risk as we continue to grow and implement our business plan. Being that we are a startup company, we have limited business operations. Our growth and ability to sustain business expenses will greatly depend on our ability to raise additional capital.

Increases in taxes and regulatory compliance costs may reduce our income.

Increases in the taxes in general may reduce our net income, cash flow, financial condition, ability to pay or refinance our debt obligations, and the trading price of our securities. Similarly, changes in laws increasing the potential liability for operating conditions may result in significant unanticipated expenditures, which could similarly adversely affect our business and results of operations.

Risks Related to the Industry

The industry has large companies that have acquired a large share of the market

Our ability to succeed will depend on our ability to compete with large companies with more financing and easier access to necessary expansion capital. Capturing portions of the market from these large companies will be integral in accomplishing our business plan and growing our business.

Risks Related to Ownership of Our Common Stock

Our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price.

The market price for our common stock is volatile and the trading in our common stock is limited and sporadic. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in our industry. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Substantial future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. The shares of common stock offered in this offering will become freely tradable without restriction under the Securities Act.

We will continue to incur certain costs as a result of conducting a Tier I offering under Regulation A and in the administration of our organizational structure.

After the offering, we may incur higher legal, accounting, insurance and other expenses than at the level that we are currently experiencing. We also have incurred and will continue to incur costs associated with conducting a Tier I offering under Regulation A and related rules implemented by the Securities and Exchange Commission (“SEC”). Despite the on-going reporting requirements from conducting such an offering, the company will not be “public” once this offering circular is qualified or subject to the Sarbanes-Oxley Act. We will continue to incur ongoing periodic expenses in connection with the administration of our organizational structure. The expenses incurred by for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed and will not vary based on the underlying value of our assets at any time. Our Board of Directors has determined the offering price in its sole discretion without the input of an investment bank or other third party. The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

We do not currently pay any cash dividends.

As we grow our company and become a successful company, we expect to be in position to generate earnings and cash flow that will enable us to begin paying dividends, however, the projected timing of reaching that point is presently uncertain. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

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

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

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

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

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

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

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

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

Risk Related to our Company and our Business

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

Although the Company has experience in operating the business of the Company, 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:

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

We may need significant additional capital, which we may be unable to obtain.

We may need to obtain additional financing over time to fund operations. Our management cannot predict the extent to which we will require additional financing and can provide no assurance that additional financing will be available on favorable terms or at all. The rights of the holders of any debt or equity that may be issued in the future could be senior to the rights of common shareholders, and any future issuance of equity could result in the dilution of our common shareholders’ proportionate equity interests in our company. Failure to obtain financing or an inability to obtain financing on unattractive terms could have a material adverse effect on our business, prospects, results of operation and financial condition.

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

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

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

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

We are dependent on the continued services and performance of our senior management, the loss of any of whom could adversely affect our business, operating results and financial condition.

Our future performance depends on the continued services and continuing contributions of our senior management to execute our business plan, and to identify and pursue new opportunities and product innovations. The loss of services of senior management, particularly Kevin Rather, Chief Executive Officer, could significantly delay or prevent the achievement of our strategic objectives. The loss of the services of senior management for any reason could adversely affect our business, prospects, financial condition and results of operations.

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We depend on information systems throughout our company to control our manufacturing processes, process orders, manage inventory, process and bill shipments and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment, and record and pay amounts due vendors and other creditors. If we were to experience a prolonged disruption in our information systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our overall business operation.

We may not be successful in the implementation of our business strategy or our business strategy may not be successful, either of which will impede our development and growth.

We do not know whether we will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be successful. In assessing our ability to meet these challenges, a potential investor should take into account our limited operating history and brand recognition, our management’s relative inexperience, the competitive conditions existing in our industry and general economic conditions. Our growth is largely dependent on our ability to successfully implement our business strategy. Our revenues may be adversely affected if we fail to implement our business strategy or if we divert resources to a business that ultimately proves unsuccessful.

Litigation may harm our business.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this Offering.

As of September 30, 2021, our net tangible book value was approximately $301,201,000, or $0.61 per share based on 497,206,679 shares of our common stock outstanding at September 30, 2021. Our historical net tangible book value per share is the amount of our total tangible assets less our total liabilities at September 30, 2021, divided by the number of shares of common stock outstanding at September 30, 2021.

Based on an offering price of $0.25 per Share, on an as adjusted basis as of December 16, 2021, after giving effect to the offering of the Shares and the application of the related net proceeds, our net tangible book value would be:

(i)     $321,191,000, or $0.56 per share of common stock, assuming the sale of 100% of the Shares (80,000,000 Shares) with net proceeds in the amount of $19,990,000 after deducting estimated Offering expenses of $10,000;

(ii)     $316,191,000, or $0.57 per share of common stock, assuming the sale of 75% of the Shares (60,000,000 Shares) with net proceeds in the amount of $14,990,000 after deducting estimated Offering expenses of $10,000;

(iii)     $311,191,000, or $0.58 per share of common stock, assuming the sale of 50% of the Shares (40,000,000 Shares) with net proceeds in the amount of $9,990,000 after deducting estimated Offering expenses of $10,000; and

(iv)     $303,191,000, or $0.60 per share of common stock, assuming the sale of 10% of the Shares (8,000,000 Shares) with net proceeds in the amount of $1,990,000 after deducting estimated Offering expenses of $10,000.

PLAN OF DISTRIBUTION

Pricing of the Offering

The public offering price of the shares in this offering has been determined by our Board of Directors without the assistance of an investment bank or other third party. Among the factors considered in determining the public offering price of the shares, in addition to the prevailing market conditions, are estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the other factors in relation to market valuation of companies in related businesses.

We may sell or issue the securities offered by this offering from time to time in any one or more of the following ways:

Solicitation from the Company will be conducted by officers, directors and/or employees of the company via in-person, telephone, text and/or email.

There will be no commissions paid for the distribution of securities to third parties or brokers. In the event we decide in the future to employ such third parties or brokers, we will amend the offering circular accordingly to disclose such arrangements.

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. 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.

As a Tier I, Regulation A offering, investors must comply with the 10% limitation to investment in the offering. The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

(1) 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;

(2) 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 shares in this offering (please see below on how to calculate your net worth);

(3) 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 shares in this offering, with total assets in excess of $5,000,000;

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

(5) You are a trust with total assets in excess of $5,000,000, your purchase of shares in this offering 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 shares in this offering ; Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

Net Worth Calculation

Your net worth is defined as the difference between your 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 shares in the offering.

In order to purchase shares in this offering 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 or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

USE OF PROCEEDS

We intend to use the net proceeds of this offering as follows:

We do not intend to use proceeds from the offering to pay executives or management. It is not planned. However, it could be possible that some of the proceeds could be used to pay down the debt of the company.

The Company intends to use the proceeds from this offering as follows:

DIVIDEND POLICY

As we become fully operational, we could be in a position to generate earnings and cash flow that will enable us to begin paying dividends on our Common Stock, however, the projected timing of reaching that point is presently uncertain. The decision to pay a dividend remains within the discretion of our Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant. Future credit facilities, other future debt obligations and statutory provisions, may limit, or in some cases prohibit, our ability to pay dividends.

BUSINESS

Overview

POSTD Merchant Banque (the “Company”) was established in Nevada and is a non-depository financial institution that provides assistance in and access to Equity, Credit, and Real Estate Strategies.

Objectives

Company objectives for the first three years of operation include:

Achieve milestone of 320 financings per year and become an SEC Reporting Company

Keys to Short-Term Success

The keys to short-term success are:

Build loan processing department

PROPERTY

The principle office of the Company is located at 333 S. Grand Ave, Suite 3590 North Tower, Los Angeles, CA 90071. This location has approximately 1,200 square feet with access to  a conference room for meetings.

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

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto of the Company, as well as the financial statements and the notes thereto, included in this Offering Circular. The following discussion contains forward-looking  statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” above.

Results of Operations of the Company for the Year Ending December 31, 2020

The company has initiated our business plan and with the focus of POSTD Merchant Banque to be a a non-depository financial institution that provides assistance in and access to Equity, Credit, and Real Estate Strategies. Service revenues of approximately $661,000 were generated during the period. Significant expenses during the period included approximately $46,000, 29,000, and 21,000, for Legal and Professional Services, Rent and Lease, General and Administrative expenses, respectively, for the year ended December 31, 2020. We realized a net income of approximately $559,000 during the period.

Planned Sources of Revenues and Additional Expenses

POSTD Merchant Banque will attempt to grow revenues by marketing its services as a non-depository financial institution that provides assistance in and access to Equity, Credit, and Real Estate Strategies.

Additional expenses will accrue with the increase of users on our game application platform that we introduce to the market. The increase in expenses will be dictated by the growth of the company and will be directly tied to additional revenue.

Liquidity and Capital Resources of the Company

As previously noted, we are a development stage company and our ability to succeed in the market will greatly depend on our ability to secure investment funding through the sale of securities. We intend to use proceeds of the sale of securities to increase our market presence through advertising and strategic partnerships that will assist us in growing our presence. If we are only able to raise a portion of the proceeds of this offering, we will use that portion of proceeds according to the same strategy but on a slower growth curve. At the period end the company had approximately $118,000 in cash on hand and $887,000 in assets. Revenues are expected to begin this year through the implementation of our business plan. Sources of future liquidity will greatly depend on our ability to secure investment funding through the sale of securities. We intend to raise the funds necessary through security sales and not undertake loans. Expected minimum capital needs to continue development would be approximately $50,000. If needed, we are able to secure loans from private individuals as well as banking institutions to secure this in the case of the offering not receiving subscriptions. We currently have no additional capital commitments.

Results of Operations of the Company for the Nine Months Ending September 30, 2021

The company has initiated our business plan and with the focus of POSTD Merchant Banque to be a a non-depository financial institution that provides assistance in and access to Equity, Credit, and Real Estate Strategies. Service revenues of approximately $903,000 were generated during the period. Significant expenses during the period included approximately $43,000, 67,000, and 180,000, for Contract Labor, Rent and Lease, General and Administrative expenses, respectively, for the nine months ended September 30, 2021. We realized a net income of approximately $592,000 during the period.

Planned Sources of Revenues and Additional Expenses

POSTD Merchant Banque will attempt to grow revenues by marketing its services as a non-depository financial institution that provides assistance in and access to Equity, Credit, and Real Estate Strategies.

Additional expenses will accrue with the increase of users on our game application platform that we introduce to the market. The increase in expenses will be dictated by the growth of the company and will be directly tied to additional revenue.

Liquidity and Capital Resources of the Company

As previously noted, we are a development stage company and our ability to succeed in the market will greatly depend on our ability to secure investment funding through the sale of securities. We intend to use proceeds of the sale of securities to increase our market presence through advertising and strategic partnerships that will assist us in growing our presence. If we are only able to raise a portion of the proceeds of this offering, we will use that portion of proceeds according to the same strategy but on a slower growth curve. At the period end the company had approximately $950,000 in cash on hand and $302,476,000 in assets. Revenues are expected to begin this year through the implementation of our business plan. Sources of future liquidity will greatly depend on our ability to secure investment funding through the sale of securities. We intend to raise the funds necessary through security sales and not undertake loans. Expected minimum capital needs to continue development would be approximately $50,000. If needed, we are able to secure loans from private individuals as well as banking institutions to secure this in the case of the offering not receiving subscriptions. We currently have no additional capital commitments.

MANAGEMENT

Business Experience for Executive Officers for Past 5 Years :

Management understands the necessity to employ high quality programmers and employees in the future. Management is determined to find, employ and manage highly qualified staff, managerial and customer service agents who are motivated to work together as a team, work closely with the customers and execute on our business plan. POSTD Merchant Banque will only hire those who are dedicated to serving our growing a strong, happy customer base.

Executive Compensation

Biographical Information

Kevin Rather graduated from Concordia University in 1980 with a Bachelor of Arts in Computer Science and Business, and Dominican University in 1982 with a Masters of Business Administration, majoring in Marketing and Business Management and obtained a Series 6 and 63 License, making him a licensed health and insurance agent.

Mr. Rather started his career from 1976 to 1987 as a Systems Analyst for Concordia University Information Systems. He designed new IT solutions, integrated new features in order to improve business productivity and created accounting systems. Then promoted to Business Manager within the company. Mr. Rather participated in the budgeting process for monthly, quarterly, and annual budget development. He assured his Organization developed budgetary guidelines to meet short-term and long-term financial projections. Overseeing Accounting, he prepared financial forecasts and activity reports. Mr. Rather assisted with allocating resources and project planning design to understand and offer a personalized approach to targeting and receiving high volume in Client acquisitions.

Mr. Kevin Rather is the Chief Executive Officer (CEO) for PostD Merchant Banque, he is responsible for the overall activities and success of the merchant bank. He reports to the Board of Directors, responsible for implementing short-term and long-term objectives in addition to institutional change and cultivating and building successful client relationships.

Mr. Khan is Chairman of “Green Energy Global Partner Ltd, A Belize Corporation. Mr. Khan has also served as CEO for Gold and Silver Trading India from 2006 to the present and CEO of Premium Ranch EST. 1937 USA from 2004 till present.

Mr. Khan was a naturalized US citizen in 1996 and has over 35 years of business experience. Serving multinational companies in the United States, Singapore, Dubai, Mexico, Central America and the United Kingdom. He has worked with organizations in a wide cross-section of industries, including international commodities trading and sale, Gold and Silver, semi- conductors, oil and gas, aerospace and marine transportation, tele- communications, construction, and government projects. He also has experience in large complicated business combinations, joint ventures, and structure equity note through Banks in Europe. The clients he has worked with include, United Technologies, Common- wealth Oil Refining Company, Environmental Treatment & Technol- ogies, Glencoe Corp., Ogden Marine Inc., Isuzu Motors (Japan), Plessey Company (UK), Iveco Steel (Canada). Mr. Khan was educated in the USA and was awarded a Master degree in Computer Science.

Mr. khan has been working on new Technology 100% Green Energy Battery system which has been completed the (TRL9) and ready to go in production by March 2022. New EV cars, Trucks and buses charging stations with different application’s is already ready for USA market by January 10, 2022.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth information as to the shares of common stock beneficially owned as of the date of filing the offering circular by (i) each person known to us to be the beneficial owner of more than 5% of our common stock; (ii) each Director; (iii) each Executive Officer; and (iv) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of common stock shown as beneficially owned by them.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

There are no transactions in the interest of Management or other affiliated parties of POSTD Merchant Banque

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 Common Stock

During the period from January 1, 2021 through September 30, 2021, the Company issued 425,000,000 common shares to PMB Quantum Family Office, thereby establishing them as a majority shareholder. On April 20, 2021, 75,000,000 of these shares were acquired per a Cash Backed Asset Consideration. On July 1, 2021, 350,000,000 of these shares were acquired per a Share Subscription Agreement. On December 17, 2021, the Company reduced its shares outstanding by 180,000,000, thus reducing PMB Quantum Family Office's shares accordingly.

Accounts and Wages Payable

During the period from January 1, 2021 through September 30, 2021, the Company accrued $0 each for unpaid salary to officers and directors and $0 for rent. The officers and directors owed these amounts elected to contribute their accrued, but unpaid salary to capital.

During the period from January 1, 2021 through September 30, 2021, the Company, an officer and director paid $0 in expenses on behalf of the Company. As of September 30, 2021, the Company owed $0 to the officer and director of the Company.

As of September 30, 2021, the Company owed $0 to the officer and director of the Company.

DESCRIPTION OF CAPITAL STOCK

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

We are authorized to issue up to 1,000,000,000 shares of common stock, par value $0.0001 per share.

As of the date of this offering, we have 317,206,679 shares of common stock and 10,000,000 shares of preferred stock outstanding. 3,803,572 outstanding shares of common stock are restricted and owned by directors of the company.

Common Stock

Voting

Each holder of our common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the votes cast. Cumulative voting for the election of directors is not permitted.

Dividends

Holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available for payment, subject to the rights of holders, if any, of our preferred stock. Any decision to pay dividends on our common stock will be at the discretion of our Board of Directors. Our Board of Directors may or may not determine to declare dividends in the future. See “Dividend Policy.” The Board’s determination to issue dividends will depend upon our profitability and financial condition, and other factors that our Board of Directors deems relevant.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences in full.

Preferred Stock

Voting

The Series A Preferred stock have Super Voting Rights, meaning that the 1,000 issued Series A Preferred shares represent fifty-one percent (51%) of all authorized, present and future issued common shares of POSTD Merchant Banque

Dividends

The Holders of the Series A Preferred Stock shall not be entitled to receive dividends paid on the corporation’s common stock. "Holder" shall mean the person or entity in which the Series A Preferred Stock is registered on the books of the Corporation.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our Series A Preferred stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences in full.

Cash Backed Asset Consideration

Documentation pertaining to Cash Backed Asset Consideration is included in the attached Exhibits.

On April 20, 2021, 75,000,000 common shares were acquired by PMB Quantum Family Office per a Cash Backed Asset Consideration.

Share Subscription Agreement

Share Subscription Agreement is included in the attached Exhibits.

On July 1, 2021, 350,000,000 common shares were acquired by PMB Quantum Family Office per a Share Subscription Agreement.

Limitations on Liability and Indemnification of Officers and Directors

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

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

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

Transfer Agent

The Transfer Agent is:

Pacific Stock Transfer Co.

6725 Via Austi Parkway

Suite 300

Las Vegas, NV 89119

+1 702-361-3033

www.pacificstocktransfer.com

SHARES ELIGIBLE FOR FUTURE SALE

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

Upon the completion of this offering, we will have outstanding 1,000,000,000 shares of common stock if we complete the offering hereunder. All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 10% stockholders.

Rule 144

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

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

FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020

POSTD Merchant Banque

Consolidated Balance Sheets

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

POSTD Merchant Banque

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

POSTD Merchant Banque

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

The accompanying notes are an integral part of these unaudited consolidated financial statements

FOOTNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020

POSTD Merchant Banque

Notes to the Financial Statements
For the year ended December 31, 2020

NOTE 1 - ORGANIZATION AND OPERATIONS

Current Operations

POSTD Merchant Banque (“ PMBY ” or the “ Company “), a Nevada corporation, is a non-depository financial institution that provides assistance in and access to equity, credit, and real estate strategies.

Business Plan

The Company's current operations aa a non-depository financial institution that provides assistance in and access to equity, credit, and real estate strategies.

Corporate Management

The Company is currently operated by Kevin Rather, who serves as PMBY’s CEO. Kevin Rather became Chief Executive Officer on or about September 1, 2021. The Company was formally operated by Ruby Calhoun, who was appointed on or about November 4, 2019, at which time the former CEO Ricard Vanderhyde stepped down as President, and Ruby Calhoun was approved and accepted. Ruby Calhoun served as PMBY’s CEO from November 4, 2019, until Kevin Rather became CEO on or about September 1, 2021. Additional officers of the company include Richard Dvorak, who serves as Secretary and Treasurer, and Richard Vanderhyde, who serves as Vice President. Ruby Calhoun acquired operational control from Richard Vanderhyde and PMBY Quantum Family Office, controlled by Managing Director Donald Richards. Managing Director Donald Richards maintains a controlling beneficial equity and voting interest in PMBY.

Corporate History

The Company was originally incorporated in Utah in March 1983 under the name Broadway Energy, Inc. In June 1987 the Company changed its name to Auto Cosmetics, Inc., later changing its name again to Domestic Trading Corporation, before changing its name once more in December 1989 to Micro Ergics, Inc. In January 1990 the Company merged with MEI Corporation, a Nevada corporation. After the merger the company changed its name to Space Propulsion Systems, Inc, before changing its name once again to N.SEP Technology, Inc, commencing trading under symbol SPSY. On or about January 1, 2020, the Company filed amendments to its articles of incorporation, changing its name from N.SEP Technologies, Inc., to POSTD Merchant Banque, commencing trading under symbol PMBY as of September 17, 2020.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Notes to the financial statements which would substantially duplicate the disclosures contained in the annual financial statements for the most recent fiscal period, as reported in the Annual Report, have been omitted.

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is taking certain steps to provide the necessary capital to continue its operations. These steps include but are not limited to: 1) focus on our new business model and 2) raising equity or debt financing.

NOTE 4 – PREFERRED STOCK

The Company is authorized to issue a class of shares designated as “Preferred Stock”, in the amount of Ten Million (10,000,000) shares, with a par value of $0.001.

NOTE 5 – RELATED PARTY TRANSACTIONS

Management has evaluated related party transactions pursuant to the requirements of ASC Topic 850 and has determined that no material related party transactions exist through the date of this filing apart from the following:

None noted.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing apart from the following:

None noted.

POSTD Merchant Banque

Consolidated Balance Sheets

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

POSTD Merchant Banque

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

POSTD Merchant Banque

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

The accompanying notes are an integral part of these unaudited consolidated financial statements

FOOTNOTES TO THE FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2021

POSTD Merchant Banque

Notes to the Financial Statements

For the quarter ended September 30, 2021

NOTE 1 - ORGANIZATION AND OPERATIONS

Current Operations

POSTD Merchant Banque (“ PMBY ” or the “ Company “), a Nevada corporation, is a non-depository financial institution that provides assistance in and access to equity, credit, and real estate strategies.

Business Plan

The Company's current operations aa a non-depository financial institution that provides assistance in and access to equity, credit, and real estate strategies.

Corporate Management

The Company is currently operated by Kevin Rather, who serves as PMBY’s CEO. Kevin Rather became Chief Executive Officer on or about September 1, 2021. The Company was formally operated by Ruby Calhoun, who was appointed on or about November 4, 2019, at which time the former CEO Ricard Vanderhyde stepped down as President, and Ruby Calhoun was approved and accepted. Ruby Calhoun served as PMBY’s CEO from November 4, 2019, until Kevin Rather became CEO on or about September 1, 2021. Additional officers of the company include Richard Dvorak, who serves as Secretary and Treasurer, and Richard Vanderhyde, who serves as Vice President. Ruby Calhoun acquired operational control from Richard Vanderhyde and PMBY Quantum Family Office, controlled by Managing Director Donald Richards. Managing Director Donald Richards maintains a controlling beneficial equity and voting interest in PMBY.

Corporate History

The Company was originally incorporated in Utah in March 1983 under the name Broadway Energy, Inc. In June 1987 the Company changed its name to Auto Cosmetics, Inc., later changing its name again to Domestic Trading Corporation, before changing its name once more in December 1989 to Micro Ergics, Inc. In January 1990 the Company merged with MEI Corporation, a Nevada corporation. After the merger the company changed its name to Space Propulsion Systems, Inc, before changing its name once again to N.SEP Technology, Inc, commencing trading under symbol SPSY. On or about January 1, 2020, the Company filed amendments to its articles of incorporation, changing its name from N.SEP Technologies, Inc., to POSTD Merchant Banque, commencing trading under symbol PMBY as of September 17, 2020.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Notes to the financial statements which would substantially duplicate the disclosures contained in the annual financial statements for the most recent fiscal period, as reported in the Annual Report, have been omitted.

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is taking certain steps to provide the necessary capital to continue its operations. These steps include but are not limited to: 1) focus on our new business model and 2) raising equity or debt financing.

NOTE 4 – PREFERRED STOCK

The Company is authorized to issue a class of shares designated as “Preferred Stock”, in the amount of Ten Million (10,000,000) shares, with a par value of $0.001.

NOTE 5 – RELATED PARTY TRANSACTIONS

Management has evaluated related party transactions pursuant to the requirements of ASC Topic 850 and has determined that no material related party transactions exist through the date of this filing apart from the following:

None noted.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing apart from the following:

None noted.

EXPERTS

The financial statements of the Company for the year ended December 31, 2020 and quarter ended September 30, 2021, included in this Offering Circular have been prepared by Pinnacle Tax Services, Inc. Such financial statements of the Company have been so included in reliance upon  the report of such firm given upon their authority as experts in accounting.

REPORTS

After the qualification of this Tier I, Regulation A offering, we will become subject to the information and periodic reporting requirements of the Form 1A filers, discussed in the next section. We will not be subject to any Exchange Act reporting requirements unless the Company files an Exchange Act registration statement to become a reporting company under Section 12 of the Exchange Act. This and other information will be available on the Commission's website at: www.sec.gov .

Following this Tier I, Regulation A offering, we will not be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. Companies relying on Tier 1 do not have ongoing reporting obligations other than a final report on the status of the offering.

PART III—EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on December 16, 2021.

POSTD Merchant Banque