AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 15, 2022

THE BULLET ID CORPORATION

1018 Finch Avenue West, Suite 404, Toronto, Ontario, M3J 3L5.

www.bulletidentification.com

UP TO 52,000,000 SHARES OF COMMON STOCK CONSISTING OF 40,000,000 SHARES TO BE SOLD BY THE COMPANY AND 12,000,000 SHARES TO BE SOLD BY SELLING SHAREHOLDERS (1)

MINIMUM INVESTMENT: $750

SEE “SECURITIES BEING OFFERED” AT PAGE 35

The Bullet ID Corporation., a Canadian corporation, is offering up to 52,000,000 shares of its Common Stock, including 12,000,000 shares to be sold by selling shareholders, no par value (the “Common Stock”). The shares of Common Stock are being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold in this Offering. If less than the maximum proceeds are available to us, our development and prospects could be adversely affected. All funds received as a result of this Offering will be immediately available to us for our general business purposes. Because there is no minimum dollar amount of Common Stock that must be sold in order for the offering to close, there is a risk that we may not receive sufficient proceeds from the offering to fully and effectively execute on our business plan as described in this Offering Circular. See “Securities Being Offered” at page 35 for additional details.

The Company has engaged Thread Bank (the “Escrow Agent”) to hold funds tendered by investors. We may hold a series of closings at which we receive the funds from the Escrow Agent and issue the shares of Common Stock to investors. This offering (the “Offering”) will terminate at the earlier of: (i) the date at which the maximum offering amount has been sold, (ii) the date at which the Offering is earlier terminated by the Company, in its sole discretion or (iii) the date which is one year from this Offering being qualified by the United States Securities and Exchange Commission (the “Commission”). The Offering is being conducted on a best-efforts basis. The Company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the Company.

INVESTING IN THE SHARES OF COMMON STOCK OF BULLET ID CORPORATION IS SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS. YOU SHOULD PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 3 TO READ ABOUT THE MORE SIGNIFICANT RISKS YOU SHOULD CONSIDER BEFORE BUYING THE SHARES OF COMMON STOCK OF THE COMPANY.

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

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

Sales of these securities will commence on approximately ___________, 2022.

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

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

In this Offering Circular, the terms “Bullet”, “Bullet ID” “our”, “we”, “us”, and the “Company” refer to The Bullet ID Corporation. All references to $ amounts are stated in Canadian Dollars, unless otherwise noted.

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

Implications of Being an Emerging Growth Company

As an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant if and when we become subject to the ongoing reporting requirements of the Exchange Act upon filing a Form 8-A. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards, and hereby elect to do so. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this Offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the Offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our limited liability company membership interests held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

SUMMARY

Overview

The Bullet ID Corporation (the “Company”) has created an authenticated ammunition tracking system. The Company was incorporated under the Business Corporation Act of Ontario on December 23, 2016.

The Company owns machines and proprietary software that work together to laser-etch a unique bar code onto the brass cartridge case of a bullet. The Company intends to sell its machines and proprietary software to ammunition manufacturers, law enforcement and the military. The Company believes that this system of laser-etching allows for the traceability of a round of bullets from the point of manufacturing to the point of distribution to the end user. As of December 31, 2021, the Company has not generated any revenue.

The Offering

Selected Risks Associated with Our Business

Our business expects to be subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

RISK FACTORS

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent such attacks). Additionally, early-stage companies are inherently more risky than more developed companies, and the risk of business failure and complete loss of your investment capital is present. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company

The Company has a limited operating history upon which you can evaluate its performance and has not yet generated profits. Accordingly, the Company’s prospects must be considered in light of the risks that any new Company encounters. Bullet ID was incorporated under the Business Corporation Act of Ontario on December 23, 2016. The Company has not yet generated sustained profits. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a new industry, and the continued development of its technology and products. Bullet ID has incurred a net loss and has not yet generated revenue. The Company anticipates that its operating expenses will increase for the near future, and there is no assurance that it will be profitable in the near future. You should consider the business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth company.

The Company anticipates sustaining continued operating losses. It is anticipated that the Company will continue to sustain operating losses. Bullet ID’s ability to become profitable depends on success in licensing and selling of products. There can be no assurance that this will occur. Unanticipated problems and expenses are often encountered in offering new products, which may impact whether the Company is successful. Furthermore, the Company may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that the Company will ever become profitable. If the Company sustains losses over an extended period of time, it may be unable to continue in business.

The Company’s business projections are only projections. There can be no assurance that the Company will meet its projections. There can be no assurance that the Company will be able to find sufficient demand for its product, that people think it’s a better option than a competing product, or that the Company will able to provide the service at a level that allows it to make a profit and still attract business.

If the Company cannot raise sufficient funds, it will not succeed. Bullet ID and the Company’s selling stockholders are offering Common Stock in the amount of 52,000,000 shares and up to $52,000,000 in this offering on a best-efforts basis and may not raise the complete amount. Even if the maximum amount is raised, the Company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the Company itself or to the broader economy, it may not survive. If the Company manages to raise a substantially lesser amount than the Maximum Raise, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds to Issuer”

Future fundraising may affect the rights of investors. In order to expand, the Company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital-raising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the Company.

We are targeting a new and unproven segment within the ammunition market. Targeting a new and unproven segment, such as bullet tracking, introduces unknowns, such as customer adoption. We will only succeed (and you will only make money) if there is sufficient demand for this service, people think it is a better option than the competition and the Company has priced its services at a level that allows the Company to make a profit and still attract business. Further, competitors may succeed in developing and marketing competing equivalent products, or superior products than those developed by the Company. There can be no assurance that competitors will render the Company’s technology or products obsolete or that the products developed by the Company will be preferred to any existing or newly developed technologies. It should further be assumed that competition will intensify as new entrants to the bullet tracking market emerge.

Any valuation at this stage is difficult to assess. The valuation for this offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early-stage companies, is difficult to assess and you may risk overpaying for your investment.

The Company’s Financial Statements include a Going Concern Opinion. The Company’s financial statements were prepared on a “going concern” basis. Certain matters, as described in the accompanying financial statements, indicate there may be substantial doubt about the Company’s ability to continue as a going concern. The Company is in the start-up stage and as such no revenue has been generated from its operations. At December 31, 2021, the Company’s current liabilities exceeded its current assets by $979,654 and as of that date, there was an accumulated deficit of $5,843,729. The Company’s ability to continue as a going concern is dependent upon completion of the development of its bullet identification process, successful marketing launch of its products and obtaining adequate financing from third parties and related parties to finance its ongoing operations. There is no assurance that the Company will be successful at these initiatives. These material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to achieve profitable operations or obtain adequate financing.

Our product and services may never be purchased. It is possible that ammunition manufacturers, law enforcement and military will never purchase our machines and proprietary software with which to laser-etch a unique bar code on the brass cartridge of bullets. If our products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of your investment.

Our products could fail to achieve the sales projections we expected. Our growth projections are based on an assumption that with an increased advertising and marketing budget our products will be able to gain traction in the marketplace at a faster rate than our products have done previously. It is possible that our new products will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of your investment.

You are trusting that management will make the best decision for the Company. You are trusting in management discretion. You are buying securities as a minority holder, and therefore must trust the management of the Company to make good business decisions that grow your investment.

Management discretion as to use of proceeds. The Company’s success will be substantially dependent upon the discretion and judgment of its management team with respect to the application and allocation of the proceeds of this offering. The use of proceeds described in “Use of Proceeds to Issuer” is an estimate based on the Company’s current business plan. The Company, however, may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category to another, and it will have broad discretion in doing so.

The loss of one or more of our key personnel or our failure to attract and retain other highly qualified personnel in the future could harm our business. To be successful, the Company requires capable people to run its day to day operations. As the Company grows, it will need to attract and hire additional employees in sales, marketing, design, development, operations, finance, legal, human resources and other areas. Depending on the economic environment and the Company’s performance, we may not be able to locate or attract qualified individuals for such positions when we need them. We may also make hiring mistakes, which can be costly in terms of resources spent in recruiting, hiring and investing in the incorrect individual and in the time delay in locating the right employee fit. If we are unable to attract, hire and retain the right talent or make too many hiring mistakes, it is likely our business will suffer from not having the right employees in the right positions at the right time. This would likely adversely impact the value of your investment.

The Company relies on third parties to provide services essential to the success of its business. The Company relies on third parties to provide a variety of essential business functions for it, including manufacturing, shipping, accounting, legal work, public relations, advertising, retailing, and distribution. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that the Company will experience delays, defects, errors, or other problems with their work that will materially impact its operations and it may have little or no recourse to recover damages for these losses. A disruption in these key or other suppliers’ operations could materially and adversely affect the Company’s business. As a result, your investment could be adversely impacted by the Company’s reliance on third parties and their performance.

The Company’s success in selling its product is dependent on outside government regulation which can be subject to change at any time. The Company’s success in selling its product is dependent on the outside government regulation such as mandating the use of serialization of ammunition and other relevant government laws and regulations. The laws and regulations concerning the selling of products related to ammunition may be subject to change and if they do then the selling of product may no longer be economically feasible for the Company. At such point the Company may no longer want to sell product and therefore your investment in the Company may be affected.

We have pending patent approvals that might be vulnerable. One of the Company’s most valuable assets is its intellectual property, including a patent applicable filed in April, 2017. Other Company intellectual property may include trademarks, copyrights, Internet domain names, and trade secrets. Due to the value, competitors may misappropriate or violate the rights owned by the Company. The Company intends to continue to protect its intellectual property portfolio from such violations. It is important to note that unforeseeable costs associated with such practices may increase the expenses of the Company.

The Company’s success will depend on its ability to secure additional patent protection for its core technologies and be able to enforce those patents. Some patent applications that are pending may not result in issued patents. If any patent application results in an issued patent, that patent may later be invalidated or held unenforceable as patent law changes. Further, the outsourcing of the manufacture of the Company’s product may result in the unauthorized exposure of the intellectual property of the Company.

The Company’s patents, trademarks, copyrights and other intellectual property could be unenforceable or ineffective. Intellectual property is a complex field of law in which few things are certain. It is possible that competitors will be able to design around the Company’s intellectual property, find prior art to invalidate it, or render the patents unenforceable through some other mechanism. If competitors are able to bypass the Company’s intellectual property protection, it is likely that the Company’s value will be materially and adversely impacted. This could also impair the Company’s ability to compete in the marketplace. Moreover, if the intellectual property is deemed unenforceable, the Company will almost certainly lose any potential revenue it might be able to raise by entering into sublicenses. This would cut off a significant potential revenue stream for the Company.

Our information technology and websites may be susceptible to cybersecurity breaches, outages and other risks. We rely on information technology (outsourced and in-house) that support our business processes, including product development, marketing, sales, order processing, production, distribution, finance and intracompany communications throughout the world. We have e-commerce and other Internet websites in the United States and many other countries. These systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, break-ins and other events. Despite the implementation of network security measures, our systems may be vulnerable to constantly evolving cybersecurity threats such as malware, break-ins and similar disruptions from unauthorized tampering. The occurrence of these or other events could disrupt or damage our information technology and adversely affect our business. Insurance policies that may provide coverage with regard to such events may not cover any or all of the resulting financial losses.

We are subject to risks related foreign currency exchange rates and we are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We operate on a global basis. The future cash flows or fair value of the Company’s financial instruments that are denominated in a currency that is not the Company’s functional currency will fluctuate due to the change in foreign exchange rate. The functional currency of the Company is the Canadian dollar. The Company is exposed to the currency exchange rate risk on its cash and accounts payable and accrued liabilities held in US dollar. As at the period ended December 31 2021, the Company had $141 of cash and $171,670 of accounts payable and accrued liabilities held in US dollars. The Company does not use derivative financial instruments to mitigate its exposure to currency risk. Management, however, mitigates currency risk by regular monitoring and transacting in stable currencies. A 10% change in the value of the US dollar will result in approximately $17,200 increase/decrease in the Company’s net loss. These exposures may change over time as business practices evolve, and they could have a material adverse impact on our financial results and cash flows.

Risks Related to Securities in this Offering

There is no current market for any shares of the Company’s stock. You should be prepared to hold this investment for several years or longer. More importantly, there is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral.

Investors will hold minority interests in the Company. The Company has already issued 71,338,511 shares of its Common Stock. Investors will hold minority interests in the Company and will not be able to direct its operations.

Some of the Company’s other investors have rights to receive information that you may not receive. While no shares have been issued, holders of Class A Preferred Shares would be entitled to receive notice and to attend all shareholder meetings. Thus, holders of Class A Preferred Shares may have access to information about the Company that you do not have.

The offering price has been arbitrarily set by the Company. Bullet ID has set the price of its Common Stock at $1.00 per share. Valuations for companies at this stage are purely speculative. The company’s valuation has not been validated by any independent third party and may fall precipitously. It is a question of whether you, the investor, are willing to pay this price for a percentage ownership of a start-up company. You should not invest if you disagree with this valuation.

The Company is controlled by its Founder and other shareholders. The Company’s Founder, Bruce Lewis currently holds a significant portion of the Company’s common stock, which gives him control over voting for the Company’s board of directors and for certain shareholder actions. At the conclusion of this offering, he will continue to hold a significant portion of the Company’s voting rights. Therefore, investors in this offering will not have the ability to impact elections of directors or matters presented to a vote of shareholders. See “Securities Being Offered.”

Risks related to forum selection and jury waivers

The Subscription Agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Delaware, regardless of convenience or cost to you, the investor. As part of this investment, each investor will be required to agree to the terms of the subscription agreement included as Exhibit 4.1 to the Offering Statement of which this Offering Circular is part (the “Subscription Agreement”). In the agreement, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The Company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the Subscription Agreement. Investors in this offering will be bound by the Subscription Agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Company arising out of or relating to the Agreement, including any claims made under the federal securities laws. By signing the Agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If the Company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the Company’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within an agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. The Company believes that this is the case with respect to the Subscription Agreement. You should consult legal counsel regarding the jury waiver provision before entering into the Subscription Agreement.

If you bring a claim against the Company in connection with matters arising under the Subscription Agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Agreement with a jury trial. No condition, stipulation or provision of the Subscription Agreement serves as a waiver by any holder of the Company’s securities or by the Company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the Subscription Agreement.

Risks Related to Covid-19

The Company’s results of operations may be negatively impacted by the coronavirus outbreak. In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the U.S., Europe, and Asia have implemented severe travel restrictions and social distancing. The impacts of the outbreak are unknown and rapidly evolving. A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could negatively impact the value of the common shares and investor demand for the common shares generally.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase the Company’s cost of capital and adversely affect its ability to access the capital markets in the future. It is possible that the continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect Bullet ID’s business, results of operations, or financial condition.

The extent to which COVID-19 affects the Company’s financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial activity and the world economy, and the Company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect Bullet ID’s business. Bullet ID’s business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or -19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the value of the Common Stock and the financial condition of our investors or prospective investors, resulting in reduced demand for the Common Stock generally. “Shelter-in-place” or other such orders by governmental entities could also disrupt the Company’s operations, if employees, who cannot perform their responsibilities from home, are not able to report to work.

DILUTION

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

Immediate dilution

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

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders assuming that the shares are sold at $1.00 USD per share. The schedule presents shares and pricing as issued and reflects all transactions since Inception.

The following table presents the approximate effective cash price paid for all shares and potential shares issuable by the Company as of August 12, 2022, and excludes sales by selling securityholders in this offering.

The following table illustrates the dilution that new investors will experience upon investment in the Company relative to existing holders of the Company’s securities. Because this calculation is based on the net tangible assets of the Company, the Company is calculating based on its net tangible book value of ($1,085,148 USD) as of December 31, 2021. The offering costs assumed in the following table includes up to: $2,100,000 USD in fees to Rialto, accounting fees, Blue Sky fees, and Edgarization and other costs and incurred for this offering.

The table presents four scenarios for the convenience of the reader: a fully subscribed $40,000,000 raise from this offering, a $30,000,000 raise from this offering, a $20,000,000 raise from this offering, and a $10,000,000 raise from this offering, in each case excluding shares being offered by the selling shareholders.

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the Company. The investor’s stake in a company could be diluted due to the Company issuing additional shares. In other words, when the Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, or an angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into common stock.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the Company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings into the Company).

The type of dilution that hurts early-stage investors most occurs when the Company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the Company has issued (and may issue in the future), and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can cause drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

PLAN OF DISTRIBUTION

The Company and selling shareholders are offering up to 52,000,000 shares of Common Stock in this Offering at $1.00 per share, with a minimum investment of $750. There is no minimum amount we are required to raise from the shares of Common Stock being offered hereby. There is no guarantee that we will sell any of the shares of Common Stock being offered in this Offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to implement our Company’s business plan or pay for the expenses of this Offering, which we estimate to be approximately $450,000, excluding commissions and state filing fees, for a fully subscribed offering.

The approximate date of the commencement of the sales of the shares of Common Stock will be within two calendar days from the date on which the Offering is qualified by the SEC and on a continuous basis thereafter until the maximum number of shares of Common Stock offered hereby are sold or the Offering is earlier terminated. All offering expenses will be borne by us and will be paid out of the proceeds of this Offering. The company may undertake one or more closings on an ongoing basis. After each closing, funds tendered by investors will be available to the Company.

This Offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold; (ii) the date the Offering is earlier terminated by the Company, in its sole discretion or (iii) the date which is one year from qualification by the SEC. The Company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the Company. No sales of shares of Common Stock will be made prior to the qualification of the Offering statement by the SEC.

The Company may undertake one or more closings on a rolling basis. At each closing 70% of the shares sold to new investors will be newly issued shares sold by us and 30% will be shares sold by the selling shareholders on a pro rata basis (rounding to eliminate fractional shares) until all of the shares offered by the selling shareholders have been sold. After each closing, funds tendered by investors will be available to the Company and the selling shareholders.

Rialto Markets LLC (“Rialto”) has agreed to act as placement agent to assist in connection with this offering. The placement agent is not purchasing or selling any securities offered by this offering circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities but have agreed to use their best efforts to arrange for the sale of all of the securities offered hereby. In addition, the placement agent may engage other brokers to sell the securities on their behalf. Rialto will receive compensation for sales of the shares offered and sold through its platform (“Rialto Platform”). Persons who desire information about the offering may find it at invest.bulletid.net.

The Company will also publicly market the offering using general solicitation through methods that include emails to potential investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the Company’s website at invest.bulletid.net.

The following table shows the total discounts and commissions payable to Rialto in connection with this offering by the Company:

In the event that Rialto’s targeted selling efforts lead to sales of up to $15,000,000 in shares of Common Stock, Rialto will be entitled to 6.0% of the gross proceeds from the sale of such shares of Common Stock not to exceed $900,000. For any sales thereafter, Rialto is entitled to 3.0% of the gross proceeds from the sale of such shares of Common Stock. The maximum amount Rialto may receive in commissions is $2,016,500, which includes a one-time payment of $6,500 for certain expenses described below.

Other Terms

Rialto has also agreed to perform the following services in exchange for the compensation discussed above:

In addition to the commission described above, the Company will also pay $6,500 to Rialto for out-of-pocket accountable expenses paid prior to commencing. This fee will be used for the purpose of coordinating filings with regulators and conducting a compliance review of the Company’s offering. Any portion of this amount not expended and accounted for will be returned to the Company. In addition, the Company will pay Rialto a $5,000 blue sky filing service fee and will reimburse Rialto for any state notice filing fees, estimated to be approximately $13,000. Assuming the full amount of the offering is raised and that Rialto’s targeted selling efforts lead to sales of $52,000,000, we estimate that the total fees and expenses of the offering payable by the Company to Rialto will be approximately $2,034,500.

Procedures for Subscribing

After the qualification of this Offering Statement by the SEC, if you decide to subscribe for any shares of Common Stock in this Offering, you should complete the following steps:

A form of our Subscription Agreement is filed as Exhibit 4.1 to the Offering Statement.

The shares of Common Stock acquired under the Subscription Agreement will be issued to you by our transfer agent in book entry form upon acceptance of your Subscription Agreement and confirmation of funds received by the Company.

Selling Shareholders

Certain shareholders of the Company intend to sell up to 12,000,000 shares of Common Stock in this offering. Selling shareholders will participate in this Offering at the same time as the Company, selling no more than thirty percent (30%) of the shares issued to investors at each closing.  That means at each closing, 30 shares will be sold by the selling shareholders for each 70 shares sold by the Company, until all 12,000,000 shares have been sold by the selling shareholders.

Selling shareholders will participate on a pro rata basis, which means that at each closing in which selling shareholders are participating, a shareholder will be able to sell its pro rata portion of the shares that the shareholder is offering (as set forth in the table below) of the number of securities being issued to investors.

After qualification of the Offering Statement, each of the selling shareholders will enter into an irrevocable power of attorney (“POA”) with the Company and the CEO, as attorney-in-fact, in which they direct the Company and the attorney-in-fact to take the actions necessary in connection with the offering and sale of their shares. A form of the POA is filed as an exhibit to the Offering Statement of which this Offering Circular forms a part.

The total number of shares owned by the selling shareholders prior to this offering represents 16.9% of the Company’s capital stock, on a fully diluted basis, assuming all warrants and options are exercised.

Selling Stockholder Bruce Lewis is the Founder and CEO of the Company. Tatiana Trofimova is the CAO of the Company. Sethu Raman is a director of the Company.

Perks

The Company will provide certain investors in this offering the following perquisites (“Perks”). At stepped investment levels, the Company plans to offer certain Perks listed below at various levels of investment.

We are of the opinion that these Perks do not have any cash value and do not alter the sales price or cost basis of the securities in this offering. Instead, the Perks are a “thank you” to investors that help us achieve our mission. However, it is recommended that investors consult with a tax professional to fully understand any tax implications of receiving any Perks before investing.

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT BENEFIT PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

Investors’ Tender of Funds

After the SEC has qualified the Offering Statement, the Company will accept tenders of funds to purchase our Common Stock. The company may close on investments on a “rolling” basis (so not all investors will receive their securities on the same date). Investors may subscribe by tendering funds via ACH, debit card, or wire. Investors should note that processing of checks by financial institutions has been impacted by restrictions on businesses due to the coronavirus pandemic. Delays in the processing and closing of subscriptions paid by check may occur. Upon closing, funds tendered by investors will be made available to the Company for its use.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to: in the event that an investor fails to provide all necessary information, even after further requests; in the event an investor fails to provide requested follow up information to complete background checks or fails background checks; or in the event the Offering is oversubscribed in excess of the maximum offering amount.

Escrow Agent

Company has entered into an Escrow Services Agreement with Thread Bank (the “Escrow Agent”). Investor funds will be held in an account by the Escrow Agent pending a closing or the termination of the Offering. While funds are held the escrow account and prior to a closing of the sale of our Common Stock in bona fide transactions that are fully paid and cleared, (i) the escrow account and escrowed funds will be held for the benefit of the investors, (ii) the Company will not be entitled to any funds received into the escrow account, and (iii) no amounts deposited into the escrow account shall become the property of the Company, or be subject to any debts, liens or encumbrances of any kind of the Company. No interest shall be paid on balances in the escrow account.

The Escrow Agent has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the securities.

Provisions of Note in Our Subscription Agreement

Jury Trial Waiver

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

Forum Selection Provisions

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

USE OF PROCEEDS TO ISSUER

The company intends to raise offering proceeds to engage in the following activities: (i) software development, (ii) product development for second generation hardware, (iii) marketing, (iv) sales team development, and (v) working capital.

Please see the table below for a summary of the Company’s estimated intended uses of net proceeds from this Offering:

The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

THE COMPANY’S BUSINESS

Overview

The Bullet ID Corporation was incorporated under the Business Corporation Act of Ontario on December 23, 2016. Since its founding, the Company’s mission has been to solve a crucial challenge facing the world’s ammunition management systems: transparency, accountability, and control.

In furtherance of its mission the Company has developed an authenticated ammunition tracking system. This system uses machines and proprietary software that work together to laser-etch a unique bar code onto the brass cartridge case of a bullet. The Company intends to sell its machines and proprietary software to ammunition manufacturers, law enforcement and the military. The Company believes that this system of laser-etching allows for the traceability of a round of bullets from the point of manufacturing to the point of distribution to the end user.

To date, the Company has limited operating history, and has been primarily in research and software development of its serialized bullets.

Bullet ID believes that the need for an authenticated ammunition tracking system is large. Currently, the Company believes there are 4 factors that need to be addressed with regards to ammunition traceability: (i) limited logistics and inventory information for ammunition, (ii) limited global ammunition traceability, (iii) traceability is imperative to national security, and (iv) there is a large opportunity cost, particularly with regards to crime scenes when cartridges are not tracked with serial numbers.

Limited logistics and inventory information for ammunition: There is currently almost zero logistics and inventory information available for ammunition. This is reflected in the high amount of scrapped ammunition every year, in excess of $100 million in the Unites States. We believe that this problem is avoidable with quality quantitative performance data, such us the utilization of our ammunition tracking system for command field intelligence.

Limited global ammunition traceability: Currently, there is no forensic database to track illicit ammunition use. We believe the utilization of our ammunition tracking system would solve for this and create a system similar to the current global fingerprint database.

National security: National Security anonymity requirements render the global illicit ammunition tracing initiatives ineffective. We believe this should change. For example, the United States provides ammunition to foreign countries pursuant to applicable aid bills. However, during the transportation and distribution of the ammunition theft of ammunition occurs. Currently, this cannot be traced. An authenticated ammunition tracking system would help mitigate this risk.

Opportunity cost: Money, knowledge, & significant opportunity costs are left behind with every cartridge issued and NOT identified/tracked. Specifically, the cost of research and forensic investigations would be significantly reduced if the ownership of cartridges could be traced closer to the end user. Currently, there is no study or information available as to the opportunity costs that are lost.

Background –Traditional Methods for Tracking Ammunition

Bullet ID is engaged in providing solutions for ammunition tracking, and in particular creating systems and methods for tracking ammunition and identifying indicia and inventory tracking systems.

After a firearm has been used, the casing of the ammunition may be ejected from the firearm. During operation of the firearm, certain distinguishing marks may be left on the casing, which may be analyzed to ascertain information about the firearm, such as the type of firearm used to fire the ammunition. This information may contribute to identifying the person who operated the firearm. Accordingly, ballistic evidence from casing may be used by law enforcement and the judicial system to make decisions on arrests and convictions.

Typically, to identify whether a suspect firearm fired ammunition corresponding to a casing found at a crime scene, the suspect firearm is used to fire several test ammunitions sharing the same brand as the ammunition corresponding to the casing found at the crime scene. Then, markings on these test ammunition re compared with the markings on the casing found at the crime scene to determine if the suspect firearm fired the ammunition corresponding to the casing found at the crime scene.

Unfortunately, the process is subject to issues of variability, affecting its repeatability reliability and accuracy. Moreover, as firearms are mass produced, the typical ballistics analysis may not reliably link a particular casing or particular ammunition to a particular firearm at the exclusion of other firearms. We believe that it would be desirable to more reliably track the origin of the casings and ammunition.

Bullet ID Technology

The Bullet ID system is an effective and automated inventory management system, allowing accountability at the level of the individual round. The Bullet ID system is fully automated, with intuitive software integration into the machine. This unique combination of high-speed laser engraving, coupled with Bullet ID’s robust software, allows for real-time monitoring of production, tracking of distribution, and real-time inventory levels.

The breakthrough in Bullet ID’s technology is the unique code that is micro-laser engraved on factory-produced ammunition. The laser engraved etching is on the outside of the bullet case, and each code matches to a single box of cartridges that is distinctive from all other ammunition produced.

Each Bullet ID code is trackable, allowing instantaneous control over inventory volume, location, and history. The data is encrypted and require authenticated access, delivered through a regular smartphone app accessible to anyone.

The Bullet ID technology provides a method for law enforcement, military and distribution personnel to manage ammunition inventories, and track valuable information regarding a bullet’s supply chain. We believe this technology is the first and only one in the world that allows inventory management and control at the level of the individual round.

The design of the laser engraving, in addition to the robustness of the system, allows for the successful scanning of the code even if 60% of the marking remains intact. Bullet ID’s visionary technology is designed with the future in mind and can accommodate an unlimited number of unique codes. With approximately 10 billion rounds of ammunition sold annually in the United States, and 20-30 billion rounds sold worldwide, Bullet ID is capable of keeping pace with the current volumes for decades to come.

How Bullet ID Intends to Change Traditional Methods for Tracking Ammunition

As designed, the Bullet ID system is instantly accessible to authorized law enforcement, miliary and government personnel, and features intelligent traceability, customizable detail, and rich data analytics. Bullet ID intends to license the serialization and packaging equipment as well as the supply chain infrastructure software—Infrastructure as a Service (“IaaS”). This model allows each country/client to preserve the confidentiality around the volume of manufactured/used ammunition while allowing the exchange of information/transfer of custody between supply chains/countries. It incorporates verifiable credentials technology allowing easy integration into latest generation of digital identity infrastructure.

We believe that if we can acquire a sufficient customer base, the Bullet ID solution will:

Inventory: The Ammunition Packaging Machine

As of December 31, 2021, the Company owns one ammunition packaging machine.

During the year ended December 31, 2021, a new and improved laser technology became available that management expects to use instead of the technology encompassed in the existing inventory. As of December 31, 2021, the Company has updated its ammunition packaging machine with the new technology available.

Software

Prior to 2021 the Company contracted the development of custom enterprise blockchain/database software. As of July 2021, the Company’s solution was re-built on top of newer technology sourced from technology partners, in order to ensure production-readiness and ongoing development and support. This allows the integration of existing database/blockchain infrastructure as well as inter-operability with upcoming digital identity infrastructure.

Customers

The Company believes that its primary customers include: ammunition manufacturers, law enforcement and the military. The Company intends to sell the ammunition packaging machines and supply chain software with a dedicated sales team and global partners. Currently, the Company is in discussion with representatives of law enforcement, various countries. We believe these discussions reflect the value our solution but may not result in revenues or contracts.

Unique Benefits for Ammunition Manufacturers

Ammunition manufacturers receive unique benefits when utilizing the Bullet ID system. Specifically, the Bullet ID system assigns a unique barcode to each box of new ammunition. The majority of ammunition manufacturers already use barcoding for inventory control and management. This makes integrating the Bullet ID system into the manufacturing process easier. The system simply includes inputting the Bullet ID code into a manufacturer’s current barcoding system. This allows for:

The laser etching process does not affect the performance, integrity or accuracy of the round.

Manufacturing and Suppliers

The Company will not be manufacturing inhouse. The funds raised from this Offering will be used to acquire and keep in its inventory equipment (hardware) for serializing bullets. The equipment the Company intends to keep on hand include:

Various suppliers of the Company include:

The Company is in the process of signing exclusive agreements with the suppliers listed above. As of the date of this Offering Circular, the Company has not finalized the terms of those agreements.

Our Products

Serialization and Packaging

Bullet ID’s specialized laser technology etches a unique barcode onto each brass cartridge of the bullet as well as its packaging. The identifying code is then scanned onto a secure and trackable blockchain database. Our technology is designed with the future in mind and can accommodate an unlimited number of unique codes.

Supply Chain Logistics

Globally, the standardization of serialized bullets has received strong advocacy from law enforcement bodies, military branches and international governments. Our team not only listened but designed and developed technology that enables the logistics of ammunition to be tracked and traced instantly and in real-time.

The below image is an example of our inventory management system, which represents how clients can track and determine the status of their ammunition inventory.

The data included in our inventory management system can also be delivered via API to systems currently used by customers allowing for increased customization based on use and needs of that specific customer.

Mobile Scanning App

Access to the app’s encrypted database is secure for authenticated users only and offers essential information such as product and order information or details (Type of bullet, caliber, ammunition parameters, velocity, date and place of manufacturing, name of customer) and also pool tracking information including geolocations for all the ammunition, within seconds of scanning a bullet’s unique code. An individual round’s journey from production to distribution enables the ability to manage ammunition stockpiles and shortages. We believe this may save taxpayers, military and law enforcement, billions of dollars annually.

Potential Revenue Sources

Industry Overview

The global ammunition market is expected to grow from USD 20 to 25 Billion by 2025. We believe this growth is due in part to:

However, with growth comes challenges. We believe the global ammunition market will encounter the following: (i) growing number of illicit ammunition manufacturers and (ii) strict regulations on the supply and trade of ammunition.

Further, illicitly manufactured ammunition is a major threat to the security of countries around the world. According to the UN Office of Disarmament Affairs, more than 80% of ammunition trade seems to remain outside of reliable export data. Expert groups monitoring United Nations arms embargoes noted years ago that the lack of basic accountability systems was a factor in the diversion of ammunition. National security anonymity requirements render the global illicit ammunition tracing initiatives ineffective.

We intend to provide a solution to the many challenges within the ammunition market.

Competition

The Company believes there are competitors in this market providing limited solutions to the challenges the Company intends to solve.

For instance, The Education Fund to Stop Gun Violence (“EFSGV”) has focused on Microstamping. EFSGV states that Microstamping is a ballistics identification technology that allows law enforcement officers to quickly link cartridge cases found at crime scenes to the firearm from which they were discharged. It starts with a firearm that has microscopic identification codes engraved into the gun’s firing pin. When the gun is fired, these codes are stamped onto each cartridge case. These codes correspond with the firearm’s serial number, allowing law enforcement to match spent cartridge casings to a specific firearm in a manner similar to how law enforcement can use a license plate to quickly identify the make, model, VIN, and registered owner of a car. However, we believe this only addresses one aspect of the challenge of ammunition traceability.

Intellectual Property

The Company is seeking to protect its developed intellectual property through patent protection. The following table summarizes the status of our patent protection:

Employees

The Company currently has 2 full-time employees based in Canada.

Government Regulation

As of August 15, 2022 there are no specific regulations governing the ammunition tracking.

Litigation

On March 29, 2019, a claim was commenced against the Company by a previous consultant for breach of contract. It is expected this proceeding will be resolved via settlement negotiation.

The Company’s Property

The Company leases office space at 1018 Finch Avenue West, Toronto Ontario.

We believe that our existing facilities are suitable and adequate to meet our current business requirements.

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

The following discussion includes information from the audited financial statements for the year ended December 31, 2021, compared to the year ended December 31, 2020. All references to $ amounts are stated in Canadian Dollars, unless otherwise noted.

The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

The Bullet ID Corporation has created an authenticated ammunition tracking system. The Company owns machines and proprietary software that work together to laser-etch a unique bar code onto the brass cartridge case of a bullet. The Company intends to sell its machines and proprietary software to ammunition manufacturers, law enforcement and the military. The Company aims to be the leader in ammunition tracking. To date, the Company has not generated any revenues.

Results of Operations

Year ended December 31, 2021, Compared to Year ended December 31, 2020

Revenues

The Company’s revenues for the year ended December 31, 2021, were $0 compared to $0 for the year ended December 31, 2020. During these periods the Company was primarily focused on research and development.

Operating Expenses

The Company’s operating expenses for the year ended December 31, 2021, were $957,987 compared to $1,973,371 for the year ended December 31, 2020. The 51% decrease was primarily due to the impairment of an intangible asset. Specifically, the intangible asset represents ammunition tracking software acquired from a third party. During 2021 a new software technology became available that management expects to use instead of the technology encompassed in the existing intangible assets. Thus, the Company determined that the existing software was impaired.

Operating expense consist of: (i) professional fees, (ii) salaries and benefits, (iii) research and development, (iv) inventory write downs, (v) impairment of intangible assets, (vi) advertising and (vii) travel to name a few. For the year ended December 31, 2021, the Company’s professional fees amounted to $339,688 compared to $149,014 for the year ended December 31, 2020. The increase was due to legal fees and technical consulting fees. In addition, for the year ended December 31, 2021, the Company spent $74,652 on advertising and promotion. Comparatively, for the year ended December 31, 2020, the Company spent $4,564 on advertising and promotion. The increase of approximately $70,000 was due to spending on video content and branding.

Net Income

As a result of the foregoing, the Company realized a net loss of $1,002,049 for the year ended December 31, 2021, compared to net loss of $1,884,160 for the year ended December 31, 2020.

Liquidity and Capital Resources

As of the date of this Offering Circular, the Company has not generated any revenues from operations. As of December 31, 2021, the Company had cash of $265,134 compared to $16,045 for the year ended December 31, 2020. The increase can be attributed to cash proceeds from financing activities including the issuance of new common shares and units. During the next twelve months, the Company intends to fund its operations with the proceeds in this Offering.

Historically, the Company has been funded through investor financing and support of the Company founders. The Company has incurred and accumulated deficit of $5,843,729 as of December 31, 2021, and anticipated additional deficits for the foreseeable future. We believe this offering under Regulation A will provide sufficient financing for the Company to undertake its planned operations until the Company is able to begin generating revenues.

Recent offerings of Securities and Outstanding Debt

Subsequent events (January 1, 2022, to August 12, 2022)

From February 16, 2022, to June 23, 2022, the Company issued 1,600,000 common shares for a total of $180,000. 800,000 of the 1,600,000 common shares were issued for $0.125 per share and the second 800,000 were issued for $0.10 per share. The Company relied on Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The Company used the proceeds from that offering for general operations.

From February 16, 2022, to August 12, 2022, the Company issued 1,954,000 units at a price of $0.25 per unit for a total of $488,500. Each unit comprised of one common share and one half of one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share at an exercise price of $0.40 per share for a period of two years. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

From January 10, 2022, to June 23, 2022, the Company settled $186,250 of debt through the issuance of the following:

The Company relied on Section 4(a)(2) of the Securities Act. The company used the proceeds from that offering for the settlement of a debt obligation.

On June 2, 2022, $200,000 in convertible debentures issued during the year ended December 31, 2021, were converted into 1,191,616 units. Each unit comprised of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share at an exercise price of $0.40 per share for a period of two years.

On July 28, 2022 a conversion of warrants occurred, resulting in the issuance of 67,900 shares of Common Stock. The shares of Common Stock were issued at $0.06 USD and the Company received $4,074. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

Year ended December 31, 2021:

From January 1, 2021, to December 31, 2021, the Company issued $200,000 in convertible debentures. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations. As noted above, the convertible debentures were converted on June 2, 2022, into 1,191,616 units. Each unit comprised of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share at an exercise price of $0.40 per share for a period of two years.

On February 25, 2021, the Company issued 200,000 common shares at $0.10 per share to Vincent Couce as settlement of a loan payable in the amount of $20,000. The loan was made by Gonzalo Couce to the Company. Gonzalo Couce instructed the Company to pay the settlement amount of 200,000 common shares to Vincent Couce.

On May 10, 2021, the Company received $200,000 in connection with 800,000 units at $0.25 per unit issued to subscribers subsequent to the year- end, to Sethu Raman, a Director of the Company. Each unit consists of one common share and one common share purchase warrant, with each warrant exercisable into one common share for a period of 24 months at an exercise price of $0.40. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

From May 27, 2021, to November 12, 2021, the Company issued 2,455,990 units in a private placement, of which 2,218,020 units were issued for cash at $0.25 per unit and 237,970 were issued for services valued at $0.25 per unit. 72,000 out of 2,455,990 units were issued to the CTO of the Company. 71,190 out of 2,455,990 units were issued to a director of the Company. Each unit consists of one common share and one common share purchase warrant, except for 71,190 units of the 2,455,990 units issued consisted of one common share and one half of a common share purchase warrant, with each warrant exercisable into one common share for a period of 24 months at an exercise price of $0.40. The proceeds from issuance of units were allocated between common shares and warrants. $366,973 was allocated to warrants and $247,025 was allocated to share capital. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

Year ended December 31, 2020:

From January 22, 2020, to March 5, 2020, the Company raised $230,000 by issuing 2,300,000 common shares in a private placement at $0.10 per share. 1,000,000 out of 2,300,000 common shares were issued to Sethu Raman, a Director of the Company. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

On January 22, 2020, and February 26, 2020, 1,379,439 common shares were issued for proceeds received of $128,620 from the year ended December 31, 2018, from Richard Senechal, a Director of the Company and $1,500 from the year ended December 31, 2019. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

On September 4, 2020, to settle $229,031 in accrued salaries and $40,035 in amounts due to Bruce Lewis, Director and Chief Executive Officer of the Company, 2,690,066 common shares were issued at $0.10 per share.

On October 7, 2020, to settle $110,000 in accrued salaries owed to Greg Sullivan, previous Chief Executive Officer of the Company, 1,100,000 common shares were issued at $0.10 per share.

On October 7, 2020, to settle $188,166 in accounts payable owed to Robert Pence, a consultant, 1,881,660 common shares were issued at $0.10 per share.

On October 7, 2020, to settle $21,114 in accounts payable owed to Abdul-Kareem Younis, an employee of the Company, 211,114 common shares were issued at $0.10 per share.

On October 7, 2020, to settle $21,580 in accounts payable owed to Tatiana Trofimova, an employee of the Company, 215,580 common shares were issued at $0.10 per share.

On October 7, 2020, to settle $37,615 in accounts payable owed to Gonzalo Couce, a consultant, 376,150 common shares were issued at $0.10 per share.

On February 25, 2020, $10,000 was received during the year in connection with 100,000 common shares to be issued to subscribers. The Company relied on Section 4(a)(2) of the Securities Act. The Company used the proceeds from that offering for general operations.

Indebtedness

On October 7, 2020, the Company and Greg Sullivan, a previous officer of the Company, entered into a loan agreement in the amount of $1,982. The loan is non-interest bearing, unsecured and due on demand.

On December 16, 2020, the Company and Richard Senechal, an officer of the Company, entered into a loan agreement in the amount of $3,000. The loan is non-interest bearing, unsecured and due on demand.

During 2020, $80,000 in consulting services were performed for the Company.

As of December 31, 2021, the Company had a lease liability for a premises lease (carrying value of $62,818) with interest at a rate of 10% per annum, maturing in December 2023. The lease liability is payable in monthly instalments of $3,400. As of December 31, 2021, the Company has a balance of $73,681.

During the year ended December 31, 2019, the Company issued Convertible Unsecured Subordinated Debentures in three tranches of $150,000 originally maturing on December 1, 2019, $50,000 and $100,000 maturing on August 1, 2020, with an aggregate principal of $300,000 bearing interest at 10% per annum. During the year ended December 31, 2021, the debenture holders did not exercise their option to convert or demand for repayment and have agreed to extend the maturity date until December 31, 2025.

During the year ended December 31, 2020, the Company issued, to the Chief Executive Officer of the Company, additional Convertible Unsecured Subordinated Debentures in two separate tranches of $16,950 and $110,000 maturing on July 27, 2025, and October 29, 2025 respectively. These convertible debentures bear interest at a rate of 8% per annum. The debenture holders have an option to convert each debenture into one unit for the purpose of conversion at a conversion price of $0.10 per unit. Each unit entitles the holder to one common share and one half of a warrant to acquire a common share of the Company at $0.15. The share purchase warrant expires from July 27, 2025, to October 29, 2025.

During the year ended December 31, 2021, the Company issued two additional unsecured convertible debentures of $100,000 each both maturing on May 19, 2022. These convertible debentures bear interest at a rate of 8% per annum. The debenture holders have an option to convert each debenture into one unit for the purpose of conversion at a conversion price equal to a 20% discount to their subscription price subject to a maximum of $0.25 per unit. Each unit entitles the holder to one common share and one half of a warrant to acquire a common share of the Company at $0.40. These convertible debentures were converted into 1,191,616 units. Each unit comprised of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share at an exercise price of $0.40 per share for a period of two years

The Company has applied for, and received, governmental assistance related to the COVID-19 pandemic. The Canada Emergency Business Account (CEBA) bears interest at 0% per annum, with no principal repayments required until January 1, 2024. The Company was advanced $60,000 during the year ended December 31, 2020. If 67% of the loan $40,000 is repaid by December 31, 2023, the remaining balance of the loan $20,000 will be forgiven. Balances thereafter bear interest at the rate of 5% per annum, payable monthly. The present value of the loan of $46,817 was discounted using a rate of 5% and has been classified under non-current liabilities as there is no reasonable assurance that the Company will meet the repayment conditions. During the year ended December 31, 2020, the discount on the government loan payable has been accounted for under other income as government assistance amounting to $13,183. Interest expense on government loan payable amounted to $2,467 for the year ended December 31, 2021. The balance is due in full on December 31, 2025.

Going Concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is in the start-up stage and as such no revenue has been generated from its operations. At December 31, 2021, the Company’s current liabilities exceeded its current assets by $979,654 and as of that date, there was an accumulated deficit of $5,843,729 The Company’s ability to continue as a going concern is dependent upon completion of the development of its bullet identification process, successful marketing launch of its products and obtaining adequate financing from third parties and related parties to finance its ongoing operations. There is no assurance that the Company will be successful at these initiatives. These material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to achieve profitable operations or obtain adequate financing.

Plan of Operations

Bullet ID intends to lead the market in ammunition supply chain solutions and technology. As part of its plan of operations, the Company intends to execute the following milestones over the course of the next 12 months:

Trend Information

We believe that Bullet ID is poised to be the leader in the ammunition tracking market.

The most prominent factors that drive the ammunition tracking market growth are the following:

The global small caliber ammunition market size was USD 8,140.0 million in 2019 and is projected to reach USD 8,808.9 million by 2027, exhibiting a CAGR of 1.72% during the forecast period.

On balance, we believe that Bullet ID is poised to be a leader in the ammunition tracking market.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

As of December 31, 2021, the Company’s executive officers and directors are as follows:

Bruce Lewis, Chief Executive Officer, President, Founder

Mr. Lewis is the Founder of Bullet ID; a serial entrepreneur including introduction of UPC codes in Canada. In 1979, having been in the food service business for many years, Mr. Lewis realized that there was an opportunity to create bar codes as a new, reliable and immediate way of identifying products. In 1980, he became part of the team that implemented the Universal Bar Code (UPC) that is today seen in supermarkets around the world. In conjunction with the first bar code printer, Bruce introduced his first customer, Loblaw, a national Canadian grocery chain, to the code identification system in the meat department, vegetable department and bakery departments of its supermarkets.

In 1993, Bruce was granted the rights to a new code called PDF-417, a 3D Dimensional bar code with a 13-digit alpha numerical combination which has more than 10 trillion combinations. By adding another digit, over 25 trillion combinations can be created, with unlimited, inexpensive storage in the cloud. Subsequently, Mr. Lewis formed a company known as The Tracker Corporation of America for which he was the Chief Executive Officer. Through a proprietary system created by Mr. Lewis, Tracker Corporation’s bar code readers and bar-coded identification labels identified the owners of lost or stolen property. The Tracker service was global in reach through the installation of computers within police departments. The most successful recoveries were bicycles, suitcases, etc. Bruce is a member of the International Association of Chiefs of Police (IACP).

Cristian Talle, Chief Technical Officer

Cristian brings extensive experience in designing, implementing and integrating enterprise software for various industries including Healthcare, VoIP, Insurance and Real Estate. He worked for over 20 years as an independent software consultant for large companies such as Agfa Healthcare, Allstream, Shred-It, MIPS and Munich-Re.

A creative thinker, Cristian participated as co-founder and technical lead in several technology startups. As of 2017 Cristian dedicated his time to study and apply blockchain technology. Cristian was co-founder in 2017 of Real-Block Inc., a blockchain based platform for identity and process management for Real Estate regulators which was acquired in 2018, also co-founder and Chief Innovation Officer at Centrys Inc. from 2018 to 2019 where he led the research and implementation of Spiro - a permissioned enterprise blockchain stack and performed extensive research in the field of Decentralized Identity Management and related technologies.

Tatiana Trofimova, Chief Administrative Officer

Tatiana is a multifaceted professional with two decades of progressive responsibility in operations and administration management. Transitioning to the private sector from senior Ministry of Labour posts, Tatiana has provided admin and operations leadership in Bruce Lewis’ ventures since 2003. Since becoming the first employee at Bullet ID, Tatiana has dedicated herself to nurturing organizational excellence and stakeholder cohesion, both within the firm and with key partners.

Peter Breuer, Chairman of the Board, Corporate Secretary, Director

Peter has over 40 years of experience in the Financial Services Insurance sector, 20 of those years in executive leadership roles focusing on Business Development and Sales. Pete has unique experience in this sector as he has held leadership positions in the Agency channel, (Allstate) (2007 – 2013), the Direct channel (Belairdirect) (1993-2002) and the Broker Channel (Cowan Insurance Brokers) (2002-2006). In addition, Pete was an officer in two large insurance brokers in Ontario, where he successfully introduced new programs, increasing revenues.

Sethu Raman, Director

Dr. K.Sethu Raman is a serial mine finder and a successful entrepreneur with more than 46 years of international experience in all phases of exploration, mine development, acquisitions and operations as well as experience in financial and legal areas. Currently focussed on investing in startup companies like Bullet ID.

As President and CEO of Holmer Gold Mines Ltd (1985-2004) and Director and Advisor to Lake Shore Gold Corp (2004-2016), Dr. Raman has been the driving force behind the discovery and development of the Timmins West Gold mine which was sold to Tahoe Resources Inc for $945 M. Dr. Raman previously spent 13 years in executive positions with Campbell Chibougamau Mines/Campbell Resources and the Royex Gold Mining Group of companies which were sold to Home Stake Mining (now Barrick Gold) and Patino Mining Corp.

Mike Capombassis, Director

Mike has been the President of Bristol Gate Capital Partners since 2014. He brings two decades of experience with him including 15 in New York with RBC and Bank of America Merrill Lynch. Prior roles include Head & Managing Director of Global Equity Sales at Merrill Lynch Canada and U.S. Desk Head/Canadian Equity Sales at Merrill Lynch in New York. Mike brings a core belief and passion for dividend growth investing from his experience in the institutional equities business globally with both RBC and Merrill Lynch.

Richard Senechal, Director

Richard was interim President & CEO of Bullet ID Corporation from 2020-2021; and a principal in Bredonmore Capital Solutions Inc. (2017-Present); and Corp Secretary, TT7 Inc. (2018-Present). Prior roles include DUCA Financial Credit Union CEO/President (2012-2016); Director, Corp Officer (1982-2012) and director of Mortgage Company of Canada Inc., a private equity mortgage corp. In addition to executive leadership, governance and risk management in regulated financial markets, Richard also brings the over 25 years’ experience in serial entrepreneur and operator.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2021, we compensated our three highest-paid directors and executive officers as follows:

For the fiscal year ended December 31, 2021, we paid our directors as a group $0. There are 5 directors in this group.

Share based compensation

Options: The Company has adopted a stock option plan pursuant to which options may be granted to directors, officers, employees, and consultants of the Company to a maximum of 20% of the issued and outstanding. These options vest 33% per year over three years. The number of exercisable options is 2,605,000 (1,736,666 - December 31, 2020). The remaining contractual life of the outstanding options as at December 31, 2021 was 1.48 years (December 31, 2020 - 2.48 years).

Warrants: During the year ended December 31, 2021, the Company issued 2,420,395 units in a private placement of $0.25 per unit. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable into one common share for a period of 24 months at an exercise price of $0.40, except for 71,190 of the units consisted of one common share and one half of a common share purchase warrant. The fair value of these warrants were calculated using the Black-Scholes pricing model with the assumptions of a share price of $0.25, risk-free interest rate ranging from 0.33% to 1%, 0% expected dividend yield, 2 years expected life and 100% volatility.

The remaining contractual life for the outstanding warrants as at December 31, 2021 is 1.55 years (0.37 years in 2020).

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of December 31, 2021, the voting securities of the Company that are owned by executive officers and directors, and other persons holding more than 10% of any class of the Company’s voting securities or having the right to acquire those securities. The table assumes that all options and warrants have vested. The Company’s voting securities include all shares of its limited liability company interests, designated as “Common Shares”.

The column “Percent of Class” includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Year ended December 31, 2021

From September 2021 to December 2021, $14,000 in consulting fees was paid to a company owned by Bruce Lewis, a Director of the Company.

Amounts due to Bruce Lewis, a director amounted to $43,537 as at December 31, 2021.

Year ended December 31, 2020

Amounts due from Bruce Lewis, a director of the Company, amounted to $20,525 as at December 31, 2020.

On September 4, 2020, to settle $229,031 in accrued salaries and $40,035 in amounts due to Bruce Lewis, Director and Chief Executive Officer of the Company, 2,690,066 common shares were issued at $0.10 per share.

To settle $110,000 in accrued salaries owed to Greg Sullivan, previous Chief Executive Officer of the Company, 1,100,000 common shares were issued at $0.10 per share.

From July 2020 to December 2020, the Company issued $126,950 in convertible debentures to Richard Senechal, a Director of the Company.

On January 22, 2020, 1,000,000 common shares at $0.10 per share were issued to Sethu Raman, a Director of the Company in a private placement.

On January 22, 2020, and February 26, 2020, 1,379,439 common shares were issued for proceeds received of $128,620 from the year ended December 31, 2018 from Richard Senechal, a Director of the Company and $1,500 from the year ended December 31, 2019.

During the 2020 year, the Company paid salaries and benefits to its Bruce Lewis and Greg Sullivan, Chief Executive Officer and co-Chief Executive Officer in the amount of $39,210 each, included in salaries and benefits. $128,883 was included in accounts payable and accrued liabilities representing the amounts owed to management.

SECURITIES BEING OFFERED

General

The Company and selling shareholders are offering up to 52,000,000 shares of Common Stock in this Offering at a price of $1.00 per share. The Company is authorized to issue an unlimited amount of Common Stock, no par value. As of August 15, 2022, 71,338,511 share of Common Stock have been issued. The terms of the Company’s Common Stock are outlined below.

In addition, the Company is authorized to issue an unlimited number of Class A Preferred Shares and an unlimited number of Class B Preferred Shares. As of August 15, 2022, 0 Class A Preferred Shares are issued and outstanding and 0 shares of Class B Preferred Shares are issued and outstanding.

Terms of the Company’s Authorized Classes of Capital Stock

Common Stock

Each holder of our Common Stock is entitled to one vote for each share owned of record on all matters voted upon by shareholders. In the event of a dividend distribution declared by the Company, each holder of Common Stock is entitled to receive their applicable dividend distribution. In the event of a liquidation, dissolution or winding-up of the Company, the holders of Common Stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company. The Common Stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

Class A Preferred Shares

Each holder of our Class A Preferred Shares is entitled to one vote for each share owned of record on all matters voted upon by shareholders,

Each year, holders are entitled to receive non-cumulative dividends in such amount as may be determined by the directors, not exceeding 12% per annum of the redemption price for such shares, payable on such terms as declared by the directors of the Company in their sole discretion.

In the event of a liquidation, dissolution or winding-up of the Company, the holders of Class A Preferred Stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company. The Common Stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

Each holder of one or more Class A Preferred Stock may demand that the Company redeem all or any of the said shares registered to them.

The holders of Class A Preferred Stock shall be entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company.

Class B Preferred Shares

Each holder of our Class B Preferred Shares is entitled to one vote for each share owned of record on all matters voted upon by shareholders,

Each year, holders are entitled to receive non-cumulative dividends in such amount as may be determined by the directors, not exceeding 13% per annum of the redemption price for such shares, payable on such terms as declared by the directors of the Company in their sole discretion.

In the event of a liquidation, dissolution or winding-up of the Company, the holders of Class B Preferred Stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company. The Common Stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

Each holder of one or more Class B Preferred Stock may demand that the Company redeem all or any of the said shares registered to them.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

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

Relaxed Ongoing Reporting Requirements

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

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

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

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

The Company may supplement the information in this Offering Circular by filing a Supplement with the SEC. The Company hereby incorporate by reference into this Offering Circular all such Supplements, and the information on any Form 1-K, 1-SA or 1-U filed after the date of this Offering Circular.

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

THE BULLET ID CORPORATION

FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

(Stated In Canadian Dollars)

THE BULLET ID CORPORATION

FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

(Stated In Canadian Dollars)

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of The Bullet ID Corporation

Opinion on the Financial Statements

We have audited the accompanying statements of financial position of The Bullet ID Corporation (the “Company”) as of December 31, 2021 and 2020, the related statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with the International Financial Reporting Standards.

Material Uncertainty Related to Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenue, incurred operating losses and negative cash flows from operations. The Company also had a net working capital deficiency and an accumulated deficit as at December 31, 2021 that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going concern (note 2)

Contingent liability (note 23)

Subsequent events (note 24)

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.