Preliminary Offering Circular dated March 24, 2023

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

OFFERING CIRCULAR 

ALMCO PLUMBING, INC.

5663 Balboa Avenue, San Diego, CA 92111

Telephone: 858-209-7214

Website: https://almcoplumbing.com

Almco Plumbing, Inc. is offering 15,000,000 shares of our common stock at a price of $1 per share, in a self-underwritten, no minimum, best-efforts public offering for gross proceeds of $15,000,000. We will not place any subscription funds in escrow but will use funds when, as and if received. See, how we plan to use proceeds from the sale of our shares. Each subscriber has no limit to purchase our shares. The offering will terminate one year from the date of this offering circular. We plan to commence sales of our common stock as soon as the Regulation A Offering of which this offering circular is a part, is qualified by the U.S. Securities and Exchange Commission. See, “Description of Securities We Are Offering”, page 23, and Plan of Distribution, page 13, of this offering circular. We are using the Form 1-A disclosure format in this offering circular.

Investment in our common stock involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors”, beginning on page 5 of this offering circular, before deciding to invest.

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

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

The date of this offering circular is March 24, 2023

USE OF PRONOUNS AND OTHER WORDS

The pronouns “we”, “us”, “our” and the equivalent used in this offering circular mean Almco Plumbing, Inc. In the footnotes to our financial statements, the “Company” means Almco Plumbing, Inc. The pronoun “you” means the reader of this offering circular.

SUMMARIES OF REFERENCED DOCUMENTS

This offering circular contains references to, summaries of and selected information from agreements and other documents. These agreements and other documents are not incorporated by reference; but, are filed as exhibits to our Regulation A Offering Statement of which this offering circular is a part and which we have filed with the U.S. Securities and Exchange Commission. We believe the summaries and selected information provide all material terms from these agreements and other documents. Whenever we make reference in this offering circular to any of our agreements and other documents, you should refer to the exhibits filed with our Regulation A Offering Statement of which this offering circular is a part for copies of the actual agreement or other document. See “Where You Can Find Additional Information About Us” for instructions as to how to access and obtain these agreements and other documents.

 REGULATION A+ OVERVIEW

We are offering our Stock pursuant to rules adopted by the SEC mandated under the Jumpstart Our Business Startups Act of 2012, or the Jobs Act. These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 2” of Regulation A+, which allows us to offer of up to $75 million in a 12-month period.

FORWARD-LOOKING STATEMENTS

This offering circular contains forward–looking statements that involve risks and uncertainties. We use words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future.

The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this offering circular.

YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS OFFERING CIRCULAR

You should rely only on the information contained in this offering circular. We have not authorized anyone to provide information different from that contained in this offering circular. We will sell our shares only in jurisdictions where such sale and distribution is permitted. The information contained in this offering circular is accurate only as of the date of this offering circular regardless of the time of delivery of this offering circular or the distribution of our common stock.

Summary of Information in Offering Circular

We are a full-service plumbing company operating in San Diego area , California . Using the proceeds from the sale of our common stock, we plan to expand our operating territory and the services we provide, including heating, ventilation and air condition services. Our management has more than 5 years of experience operating a plumbing company.

After the qualification of the offering statement of which this offering circular is a part and sales of our common stock to not less than twenty-five investors, we plan to seek a market maker to file an application for a trading symbol with the Financial Industry Regulatory Authority (“FINRA”).   We do not have a trading symbol at the date of this offering circular and our common stock is not listed on any national securities exchange market or quoted on the OTC Pink Market. While we intend to apply for the quotation of our common stock on the OTCQB when if and when a trading symbol is issued for our common stock you have no assurance that we will meet the minimum requirements for such listing other than quotation on OTC Pink Market. You have no assurance that an active trading market for our shares will develop or will be sustained if developed.

We are offering 15,000,000 shares of our common stock at a price of $1 per share, in a self-underwritten, no minimum, best-efforts public offering for gross proceeds of $15,000,000. We will not place any subscription funds in escrow but will use funds when, as and if received. See, "How We Plan To Use Proceeds from the Sale of Our Shares". No minimum purchase is required to purchase any of our shares. The offering will terminate one year from the date of this offering circular.

Our Corporate History

We were incorporated in the state of California on March 20, 2018. Our address is 5663 Balboa Avenue, San Diego, CA 92111 and phone number is 858-252-9321. Vladyslav Khorenko is our founder. The address of our website is https://almcoplumbing.com

Investment in our common stock involves a high degree of risk. See, “Risk Factors”, the next following section.

Risk Factors

In addition to the forward-looking statements and other comments regarding risks and uncertainties included in the description of our business and elsewhere in this offering circular, the following risk factors should be carefully considered when evaluating our business and prospects, financial and otherwise. Our business, financial condition and financial results could be materially and adversely affected by any of these risks. The following risk factors do not include factors or risks which may arise or result from general economic conditions that apply to all businesses in general or risks that could apply to any issuer or any offering.

Our limited liquidity and financial resources threaten our ability to remain in business and pursue our business plan.

We have a small liquidity and our financial resources are also limited. We have insufficient capital to fund our plan of operations and cannot be profitable without outside financing or equity funding. In the event we are not able to obtain sufficient future funding to continue growing our business we may be able to remain in business; in which event you would lose your entire investment.

We expect to need to raise additional capital that may not be available on acceptable terms.

We expect to require substantial capital over the next several years in addition to net proceeds from the sale of our common stock, assuming we sell of the shares we are offering pursuant to this offering circular, in order to continue our projects and development efforts related to implementation new high-level standards in plumbing business. We expect capital outlays and operating expenditures to increase as we expand our infrastructure and development activities. Our business or operations may change in a manner that would consume available funds more rapidly than anticipated, and substantial additional funding may be required to maintain operations, develop new services, acquire complementary products, or technologies or otherwise respond to competitive pressures and opportunities.

We may in the future raise additional capital through a variety of sources, including the public equity markets, additional private equity financings, collaborative arrangements and/or private debt financings. Additional capital may not be available on terms acceptable to us, if at all. If additional capital is raised through the issuance of equity securities, our individual stockholders will experience a reduction in the percentage of our common stock that they own, and such securities may have rights, preferences or privileges senior to those of the holders of our common stock. If we raise additional capital through the issuance of debt securities, the debt securities would have rights, preferences and privileges senior to holders of common stock, and the terms of that debt could impose restrictions on our operations.

The Jumpstart Our Business Startups (JOBS) Act will allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The JOBS Act enacted in 2012 is intended to reduce the regulatory burden on “emerging growth companies”. We meet the definition of an “emerging growth company” and so long as we qualify as an “emerging growth company,” we will, among other things:

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

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

As a “Tier 2” Regulation A we will be required to file quarterly and annual reports and other information under the Securities Exchange Act of 1934.

However, we are evaluating the JOBS Act and intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company.” We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our future independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company”, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in us and the market price of our common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company” as long as we have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Our limited liquidity and financial resources may restrict our service by discouraging potential customers from engaging our services because of uncertainty as to whether our service will continue to be available.

Questions and doubts about our financial viability may discourage potential customers from working with us. Our inability to attract customers would inhibit the growth of our revenue. Without beginning growth in sales and additional funding, it is unlikely your investment will achieve any value and may result in a complete loss of your investment.

The risk of incompetence and lack of experience of our management in managing day-to-day public company

Our management has no experience in managing day-to-day public company; as a result, we may incur additional management related expenses pertaining to SEC reporting obligations and SEC compliance matters.

Our President and Chief Executive Officer, Mr. Khorenko, is responsible for managing us, including compliance with SEC reporting obligations, and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new for management and will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures and to otherwise comply with other securities law provisions, our costs will increase and negatively affect our results of operations, cash flow and financial condition. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities laws violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.

Our limited operating history makes it difficult for you to evaluate the merits and risks of purchasing our common stock.

Our low net income does not provide a sufficient basis for you to assess of our business and prospects. You have no assurance we will be able to generate more revenues or sufficient revenues from our business consistently to become the stable publicly reporting company in future periods. Without sufficient revenues, we may be unable to create value in our common stock. We are subject to the risks inherent in any new business in a highly competitive marketplace. You must consider the likelihood of our success in light of the problems, uncertainties, unexpected costs, difficulties, complications and delays frequently encountered in developing and expanding a new business and the competitive environment in which we plan to operate. If we fail to successfully address these risks, our business, financial condition and results of operations would be materially harmed. Your purchase of our common stock should be considered a high-risk investment because of our unseasoned, early-stage business which may likely encounter unforeseen costs, expenses, competition and other problems to which such businesses are often subject.

If we lose our CEO or are unable to attract and retain qualified personnel, our business could be harmed and our ability to compete could be impaired.

Our success depends to a significant degree upon the continued contributions of our current management. If we lose the services of Mr. Khorenko, we may be unable to achieve our business objectives. The termination of one or both members of our current management for any reason in the near future could be expected to have a materially adverse effect on us because they are our only management at the date of this offering circular and we believe we cannot employ replacements for them who would have their level of dedication to, vision for and financial interest in us. Furthermore, the salary and benefits required by replacements would be expected to exceed our financial resources in the foreseeable future. We do not have employment agreements with our current management at the present time.

Early investors have a greater risk of loss than later investors.

We have not established any minimum number of shares we must sell in order to sell any shares. We plan to begin using proceeds from the sale of our common stock for the purposes set forth under “How We Plan To Use Proceeds from the Sale of Our Shares” as soon as received. Early investors will not know how many shares we will ultimately be able to sell, the amount of proceeds from sales and whether the proceeds will be sufficient for us to grow our business and minimum operations described in this offering circular. Later investors will be able to evaluate the amount of proceeds we have raised prior to their investment, how we have actually used those proceeds and whether we are likely to generate sufficient revenue.

You will experience substantial dilution in the book value of your investment and may experience future dilution in the percentage of equity represented by shares you purchase.

The existing stockholder, Mr. Khorenko, who is our director and chief executive officer, has paid less than $1 per share for the 32,000,000 shares he owns and current net tangible assets are less than $1 per share, the price you will pay in the event you purchase our shares. Immediately following your investment, the book value per share of all shares outstanding will be averaged based on net tangible assets and will be less than $1 per share. In the event we were to be liquidated before increasing our net tangible assets in excess of $1 per share the outstanding, which would be principally through current and retained earnings, of which you have no assurance we will earn, your distribution of the liquidation value after expenses would be less than $1 per share and you would experience the loss of all or a portion of your investment in us.

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw funds once we accept the investment.

We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

Our offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our directors and executive officers, who will receive no commissions. There is no guarantee our directors and executive officers will be able to sell any of the shares. Unless they are successful in selling all of the shares we are offering, we may have to seek alternative financing to implement our business plan.

Risk of service expanding and management of growth.

We expect to experience rapid growth, which will place a significant strain on our financial and managerial resources. In order to achieve and manage growth effectively, we must establish, improve and expand our operational and financial management capabilities. Moreover, we will need to increase staffing and effectively train, motivate and manage our employees. Failure to manage growth effectively could harm our business, financial condition or results of operations. We may be unable to attract and retain personnel with the technical qualifications or managerial experience necessary for the development of our business and planned expansion into areas and activities requiring additional expertise.

Operating results may significantly fluctuate from the number of technical staff.

We receive a significant portion of our revenues, from every-day customers’ payments. We can see that number of technical staff it is a criterion which effects on every day income. As a result, operating results may vary substantially from quarter to quarter, and thus from year to year if some employees quit, get sick or move out to competitors. Revenue for any given period may be greater or less than revenue in the immediately preceding period or in the comparable period of the prior year.

The trading in our shares will be regulated by SEC Rule 15G-9 which establishes the definition of a “Penny Stock.”

You have no assurance our common stock will trade at prices above the “penny stock” level. We expect our shares to be defined as a penny stock under the Exchange Act and rules of the SEC. The Exchange Act and penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.  

Voting control by our management means you and other stockholders will not be able to elect our directors and you will have no influence over our management.

Our management owns 32,000,000 shares of Common Stock and has a right to vote sixty four percent of all votes cast by holders of common stock. Accordingly, holders of common stock, regardless of the number of issued and outstanding shares will vote not more than thirty six percent of all votes cast and will not be able to elect any directors or approve or effectively oppose any actions or transactions requiring stockholder approval.

If we are unable to effectively manage our growth, our ability to implement our business strategy and our operating results will likely be materially adversely affected.

Implementation of our business plan will likely place a significant strain on our management who must develop administrative, operating and financial infrastructures. To manage our business and planned growth effectively, we must successfully develop, implement, maintain and enhance our financial and accounting systems and controls, identify, hire and integrate new personnel and manage expanded operations. Our failure to do so could either limit our growth or cause our business to fail.

Risks Related to this Offering

We have arbitrarily determined the offering price and terms of the common stock shares being offered through this offering circular. The one dollar ($1) offering price of the common stock shares has been arbitrarily determined and bears no relationship to our assets or book value, or other investment or valuation criteria. No independent appraiser has valued our common stock shares. Accordingly, there is no basis upon which to determine whether the offering price is indicative of any real underlying share value that our selling shareholders are offering. We urge all prospective investors to seek counsel with their legal, financial or tax advisor, or other trusted professional regarding the offering price, the offering terms, and the advisability of investing in the common stock shares, or not.

Risks arising from the COVID-19 pandemic.

We are unable to predict risks with possible arising continuation from the COVID-19 pandemic.

An occurrence of an uncontrollable event such which we saw in 2020 as the COVID-19 ‘Stay home” mandatory policy issued by Government in case of repetition may negatively affect to our operations and financial results because new projects will be delayed and more likely we can expect shortage of technical workers. 

Climate-related risks

Statement about Climate change and the energy transition to a low-carbon economy pose a systemic for many companies. Many risks are already taking effect, impacting the cost of goods, diesel price, labor and material cost across multiple sectors. Our company recognize and appraise physical and transitional climate risks. We disclose these risks and the board’s approach to their management. We consider the Company’s current level of disclosure to be sufficient for investors to fully appraise its material climate-related risks and opportunities.

We have Mercedes cargo vans on our balance sheet that we use to provide the service.

These vehicles have been equipped the working catalytic converters; system programmed into the with BlueTEC II emission control system software. These devices emissions controls perform effectively – resulting in a decrease in NOx emissions above compliant levels with applicable emissions standards under the Clean Air Act.

Risks related with the difficulties of constant control and monitoring emissions systems in diesel vehicles Mercedes-Benz as well as scheduled repairs and maintenance consist of a software update and replacement of select hardware, which differs across models and model years.

Risks associated with the lack projects to mitigate excess ozone-creating nitrogen oxides (NOx) emitted from the vehicles and affecting the human body. (NOx)pollution contributes to the formation of harmful smog and soot, exposure to which is linked to a number of respiratory- and cardiovascular-related health effects. Children, older adults, people who are working or active outdoors, and people with heart or lung disease are particularly at risk for health effects related to smog or soot exposure. Nitrogen dioxide formed by (NOx) emissions can aggravate respiratory diseases, particularly asthma, and may also contribute to asthma development in children.

Location

Our business is focused on the West coast (California), concentrating its exposure to local economic conditions in this region. Cooling housing market, low levels of construction or housing starts in California areas could result in a decline in the Company's activity levels, which could negatively impact on our business, financial condition and results of operations.

Risks related to the market for our common stock

We do not have a trading symbol and our common stock is currently not quoted on any market. There is presently no market for the common stock shares that the selling shareholders are offering, and we cannot be certain that a public market will become available, or that there will be sufficient liquidity to allow for their sale or transferability within the near future, or at all. Even if we do obtain a quotation, there is no assurance that a sufficiently active market will develop to sell your shares. Accordingly, you should consider that your investment in our shares to be illiquid and/or present difficulties in their resale or transferability.

The risk of reduce the price of our stock

Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors. In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Plan of Distribution

We are offering 15,000,000 shares of our common stock at a price of $1 per share, in a self-underwritten, best-efforts public offering for gross proceeds of $15,000,000. We are not requiring ourselves to sell any minimum number of shares. Mr. Khorenko, our director and executive officer, will offer and sell our shares and will not receive any commission or other compensation related to these activities. We will rely on Rule 3(a)4-11 in that Mr. Khorenko has never been either a registered securities broker-dealer or an affiliate or associated person thereof. We will receive the net proceeds from the sale of the shares.The offering will terminate one year from the date of SEC will qualify this offering. You have no assurance we will be able sell any or all of the shares.

Persons who decide to purchase our common stock will be required to complete a subscription agreement and submit it to us at the address set forth in the subscription agreement together with a bank check for the subscription price payable to us or concurrently wire the subscription price to the bank account identified in the subscription agreement. We reserve the right to reject subscriptions for any reason. In the event we reject any subscription the associated funds will be promptly refunded to the subscriber.

How We Plan to Use Proceeds from the Sale of Our Shares

We expect to receive gross proceeds of $15,000,000 from the sale of our shares, if we sell the entire offering of 15,000,000 shares, and to incur in expenses of $10,000 associated with the offering. The purposes to which we intend to apply the proceeds are set forth in the following table. The columns in the table indicate the level of proceeds applied to the individual line items in the table based on the percentage of the total offering that we sell.

Base on 1 share cost $1

Advertising (1)

Google platform, Yelp, Instagram, Facebook, YouTube channel.

New projects in similar industry (2)

As continue growing we are planning to expand our existing business and develop the new activities such as:

Heating and Air Conditioning, Water Chemistry & Filtration, Restoration and Flood Damaging Repair, Remodeling, Caring of Swimming Pools, General Construction, Commercial - Business to Business needs. (B to B)

DILUTION

You should note that the requirement for disclosure of dilution information contained in the regulations of the U.S. Securities and Exchange Commission apply and are deemed to be a material investment consideration for enterprises which, like us, do not have a public market for the shares being offered for sale. If a public trading market develops and sets the price for the common stock of an enterprise, dilution is no longer deemed to be relevant to an investment decision and disclosure of dilution information is no longer required. Although we plan to apply for a trading symbol and, if received, we plan encourage the development of a public market for our common stock, you have no assurance we will receive a trading symbol and even if we do, that a public trading market will develop or if it does develop that it will be active. Therefore, you may want to consider how dilution may affect your investment.

Our net tangible book value at the date of this offering circular is $132,415 with 35,000,000 shares of common stock outstanding. The following table sets forth the dilution purchasers of our common stock will incur (a) in book value per share assuming we had sold the specified percentages of the 15,000,000 shares we are offering with net proceeds to us of $1 per share, and (b) the amount per share available for a liquidating distribution assume we were to be liquidated immediately following the date of such sale, had no expenses (including expenses of liquidation) and had incurred no debts. Expenses and debts incurred prior to such liquidation would increase the dilution experienced by purchasers of our shares. Issuance of the Series A Preferred Stock will not affect the data in the following table because the preferred stock is not used in calculating basic book value per share of common stock, but is included in calculating fully diluted book value per share, and and will not participate in liquidating distributions until and after holders of common stock have received distributions equal to the highest cash price at which we have sold common stock, which would be $1 per share upon completion of the offering made by this offering circular.

Dilution is the amount which purchasers of the shares would lose, assuming we were to have been liquidated immediately following the sale of the respective percentages of the shares, assuming realization of tangible assets at book value, no costs of liquidation, no recovery on intangible assets, no incurrence of expenses and no outstanding debt.

Description of Our Business

Our business history and operations

In during four years, we built the strong professional working team to develop and growing our plumbing business.
Our Service Philosophy is as follows: Plumbers treat your home with respect and consideration. We wipe our feet on our own mats, we wear shoe covers before entering your home, and we’ll offer you a fair assessment of your plumbing situation and how much it will cost to handle it. Our prices are flat-rate and upfront, so you don’t have to worry about inflating prices as the job goes on.

We generate revenue from single family residential, multifamily residential and commercial customers, respectively. These operating segments offer similar products and services with differing complexities to distinct customer groups and have different competitors.

The single-family residential market includes housing projects, small condominium projects, and town house development. The multifamily residential market includes apartment projects and condominiums. For family and multifamily residential customers, we provide plumbing, maintenance and repair services.

Our commercial segment is focused on obtaining plumbing and mechanical contracts with higher margins.

We provide plumbing, mechanical contracting services, maintenance and repair to commercial customers. The commercial market includes retail establishments, office buildings, hotels, manufacturing plants and other industrial complexes.

Our Code of Values

INTEGRITY

CUSTOMER FOCUS

RESPECT

We are BBB A+ rating.

Overview of our business

Virtually all construction and renovation in the United States generates demand for plumbing and mechanical contracting services. The around decade consecutive year of expansion for the construction industry, lower interest rates enhanced the growth of the single-family residential segment, whereas a strong economy contributed to gradual growth in the commercial segment. This trend has contributed to appear of a large number of service companies. Generally, these companies are small, owner-operated, independent contractors who serve customers in a local market, and have limited access to capital for investment in to infrastructure, technology and expansion.

We believe that its customers generally select plumbing companies with a large, trained workforce that are able to meet their location and scheduling requirements, while also providing reliable high-quality service at a reasonable price. We obtain a significant portion of its contracts on negotiated terms through existing customer relationships instead of through competitive bid processes. Because many projects utilize repetitive plans, materials we are able to prefabricate some stuff necessary to complete the project, which ultimately increases productivity, quality and profitability by reducing construction time, labor costs and skill requirements.

We estimate that our cost of materials purchased currently represents approximately 20-25% of our revenue. We purchase copper, steel, PVC and ABS pipe, valves, hangers, fire protection and sprinkler systems, plumbing fixtures, drains, water heaters, boilers, chillers, air handling units and pumps, and other materials from a number of manufacturers. We buy these materials from the Home Depot or through wholesalers and other distributors. We negotiate with our suppliers to receive discounts whenever possible reduce the number of distributors from which it sources materials. We intend to focus on growth in its existing Start-ups markets through expansion of its national account strategy. We plan to continue to evaluate additional markets to assess the potential for future start-ups.

Plumbing services is our main activity service, which represent mostly of revenue, are primarily the installation of systems that convey domestic water throughout a building, systems that transport sanitary waste out of a building to a sewer connection, and systems that supply natural gas to various equipment or appliances such as heaters, boilers, ovens and stoves. A domestic water system typically includes separate piping for hot and cold water, as well as a number of fixtures such as sinks, bathtubs and showers. Plumbing contracting projects begin with project design and engineering in which the location, configuration and specifications for the plumbing systems to be installed are determined. Whether the design is provided by the customer, or we produce, the type, size and design of piping, fittings, valves, fixtures and other equipment is typically entered into our computer systems which handle estimation, materials ordering and job scheduling functions. Substantially all of the equipment and component parts we install are purchased from third-party wholesale suppliers or directly from the manufacturers and resold to the customer as part of the contracted installation. Orders and deliveries are coordinated to match the project schedule. Whenever possible, a significant portion of the plumbing and piping assembly is prefabricated at our facilities in order to reduce on-site installation time, increase quality control and reduce material costs and service time.

Once the job moves onto the costumer site, connections are made to the city sewage system, drainage piping is installed within the construction base, along the building's perimeter and risers are installed to elevate the piping above the level of the foundation. These risers are designed to either be contained within the walls for extension into upper floors, or to connect with fixtures to be installed in specified locations on ground level floors. After the foundation is poured and the framing for the walls and floors of the upper levels of the building is constructed, piping systems are extended to supply the fixtures and systems throughout the building and venting systems are installed. Once the walls have been covered, and the flooring, ceiling and roofing completed, fixtures (including sinks, water heaters, toilets, baths, faucets and spigots) are installed and the system is connected to the water main and gas supply. During the construction process, city whole inspectors generally tour a job site periodically to assure compliance with the applicable plumbing codes.

Licensing

We hold California Contractor's License #1045495. Most states require that at least one of our employees be a licensed master plumber, and many jurisdictions regulate the number and level of license holders who must be present on a construction site during the installation of plumbing and mechanical systems. California Contractors State License Board protects consumers by regulating the construction industry through policies that promote the health, safety, and general welfare of the public in matters relating to construction. The Contractors State License Board (CSLB) was established in 1929 as the Contractor’s License Bureau under the Department of Professional and Vocational Standards. Today, CSLB is part of the Department of Consumer Affairs. CSLB licenses and regulates contractors in 44 classifications that constitute the construction industry. There are approximately 300,000 licensed contractors in the state. CSLB also registers home improvement salespersons. CSLB's Statewide Investigative Fraud Team (SWIFT) focuses on the underground economy and on unlicensed contractors. This unit conducts proactive stings and sweeps to help curtail illegal contracting by and cites those who are not licensed. Also, some jurisdictions require us to obtain a building permit for each plumbing or mechanical project. In addition, we must comply with labor laws and regulations, including those that relate to verification by employers of legal immigration or work permit status of employees.

Environmental Health and Safety

We are subject to safety standards established and enforced by, among others, the Occupational Safety and Health Administration. We are also subject to various environmental laws and regulations relating to the use, storage, transportation and disposal of various materials- especially asbestos and hazardous materials.

Long-term strategy

We are planning to conclude strategic alliances with national homebuilders to convert our heigh standard vision in plumbing industry to strong relationships. These homebuilders build thousands of homes per year but mainly deal with local or regional contractors in one-off relationships, which limits the homebuilder's ability to take advantage of its own scale. These homebuilders can be working with us to take advantage of operational, logistical and pricing synergies that would be provided by one contract.

Employees

As of December 31, 2022, we had seven employees. Currently, none of our employees are members of unions or work under a collective bargaining agreement. We believe that our relationship with employees is satisfactory. Information about licensing of the 7 employees. Include management.

Recruiting and Training

Recruiting and training primarily occur at the local level for each of our operating units. We are planning to initiated a new management trainee program which focuses on promoting from within, as well as providing college graduates with 1-2 years "hands on" experience in all facets of respective segment. W believes we are able to attract well qualified candidates, potential for growth and advancement, as well as its health, disability and life insurance, and retirement benefits.

Seasonality

In California the plumbing and mechanical contracting services industry is not sensitive by seasonal factors, which generally result in lower activity during winter months than in other periods. As a result, we expect that its revenue and profits will generally be the same of each fiscal year.

We face intense competition

The Company has many diverse competitors, which mostly consist of local and regional contractors. Here is the short list of our local competitors:

National competitors:

The main areas of competition include price, quality of services, insurance and bonding capacity and customer service.

Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. These competitors already have a big supplies inventory, stable customer service department. Accordingly, these competitors may have already begun to establish brand-recognition with consumers. We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However, we cannot assure you that our services will outperform competing products or those competitors will not develop new products that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their services, then it may not be possible for us to market our services at prices that are economically viable.

The company’s industry is highly competitive.

The plumbing contracting service industry is highly fragmented and competitive. The industry is generally served by a large number of small, owner-operated private companies, and several large regional companies. We could also face competition in the future from other companies entering the market. We may also face competition from former employees who are familiar with the Company's current employees, customers, pricing structure and operational practices. Some of the Company's competitors offer a greater range of services. Some of its competitors may have lower overhead cost structures and may, therefore, be able to provide comparable services at lower rates. If we are unable to offer its services at competitive prices or if it has to reduce

prices to remain competitive, the Company's profitability would be impaired.

Open new subsidiary

We are planning to open 5 (five) subsidiaries in California metropolitan areas: (Sacramento, San Francisco, Irvine, Los Angeles, Riverside). These areas have experienced significant new construction activity over the last years, and demographic trends indicate continued growth in these areas. Each branch will be included:

5 Technicians

1 Dispatcher

1 Sales person

1 Branch manager

Total 8 workers

Also, each branch will have 5 cargo vans and one sedan for Sales person. Total 6 cars.

Salary:

We plan to pay to our workers as below:

Technician $20-$25 per hour depended of qualification or around $50,000 per year

Dispatcher $50,000

Sales person $60,000 + commissions

Branch manager $140,000

Total salary for 8 workers - $500,000 per year.

Advertising

We are actively advertising our company on Google platform, Yelp, Instagram, Facebook, YouTube channel.

New projects in similar industry 

As continue growing we are planning to expand our existing business and develop the new activities such as:

Heating and Air Conditioning, Water Chemistry & Filtration, Restoration and Flood Damaging Repair, Remodeling, Caring of Swimming Pools, General Construction, Commercial - Business to Business needs. (B to B)

We believe the net proceeds from the sale of all the shares we are offering, assuming all the shares are sold (of which you have no assurance), will be sufficient to fund our operations for approximately 12-24 months, assuming application of the proceeds as outlined above and assuming we earn revenues. If we generate revenues in our new subsidiaries even in a beginning, revenues would extend the period over which the net proceeds from the sale of the shares will sustain our operations. See, “Risk Factors”. Our Board of Directors reserves the right to reallocate the use of net proceeds, if, in our judgment, such reallocation will best serve our needs in meeting changes, developments and unforeseen delays and difficulties. Pending use, the net proceeds shall be invested in our growing business.

Our property

Our office, warehouse and truck parking is provided by management at no cost. In the event we sell a sufficient number of shares of our common stock pursuant to this offering circular, we plan to lease general office, warehouse, and storage yard sufficient for our current needs and additional needs of additional personnel in the foreseeable future.

Market Opportunity

Industry Definition

Industry contractors install and maintain plumbing fixtures, fittings and equipment. Industry activities include work on household pipes and drains, installation of gas cooking and heating appliances and work on bathroom and toilet fixtures and venting systems. Emergency repair work (e.g. unclogging drains or repairing burst water mains) represents a significant source of industry revenue. Contractors may also supply plumbing appliances and coupling products for construction projects.

Industry Products and Services

Industry Activities

Base on Plumbers Industry in the US - Market Research Report, the Plumbers industry represents contractors that install and maintain plumbing fixtures, fittings and equipment. Demand for the installation of plumbing appliances and pipe-fitting services is dependent on growth in the US construction market, which is generally linked to broader economic health. Over the five years to 2022, new nonresidential construction declined due to establishment closures caused by the COVID-19 (coronavirus) pandemic, which stagnated operations in the commercial sector, the industry's primary market. However, this decline was offset by strong residential construction growth, the industry's secondary market, where accommodative lending rates bolstered growth in this sector. A few things will help cushion plumbers from this demand reduction. For one thing, demand for emergency plumbing services and plumbing repairs is not affected by reduced household income, even though it may be more demanding on your cash flow. Companies that are already focused on emergency service should do well. If you can adjust your business to capture more emergency business, that can help. The most popular emergency plumbing services are still the usual suspects: water heater repair, drain cleaning, sewer line repair, leak repair, and fixture repair of all types. In addition, household income has not declined across the board. Many homeowners are still employed and more likely to be spending time at home than ever. These people are more likely to invest in home improvements, including some plumbing. Bidets, tankless water heaters, touch-free fixtures, quality showerheads and other high-end plumbing options may become more popular options. According to Globe News Wire, the plumbing fittings and fixtures market is growing by 4.2% per year, perhaps even more, in the United States. Keeping up with this growing and changing market is wise to supply your customers with the products they demand. Plumbing Fittings and Fixtures market worldwide is projected to grow by US$32.6 Billion driven by a compounded growth of 5. 6%. Bathroom Fixtures & Fittings, one of the segments analyzed and sized in this study, displays the potential to grow at over 6. 5%. The shifting dynamics supporting this growth makes it critical for businesses in this space to keep abreast of the changing pulse of the market.

Following the economic fallout related to the COVID-19 pandemic, demand for services provided by the Plumbers industry is expected to accelerate over the next five years. Resurgence in commercial construction activity due to the economy reopening after COVID 19 restrictions and subsequent decreased unemployment is expected to bolster demand for new installation services. However, downstream growth in the residential market will likely decelerate due to the gradual rise in mortgage rates. As the economy stabilizes and work in all sectors return to normal, the Federal Reserve will likely raise interest rates to maintain a substantiable level of economic growth. Nonetheless, steady investments into residential and nonresidential construction will contribute to the growth in this segment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 The following discussion and analysis should be read in conjunction with the balance sheet as of December 31,2021and the financial statements for the period ended December 31,2021 included herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

Results of operations

For the 12 months Period from January 1, 2021 to December 31, 2021 we received revenue from our plumbing service $874,338. Total Cost of Sales $453,677 and Gross Profit 420,661. In this period our operating expenses composed Total General Administrative Expenses $239,045, Sales and Marketing Expenses $115,104, with Net Operating Income $66,513.

For the 12-month Period from January 1, 2022 to December 31, 2022 our revenue was $1,797,905, with total cost of sales 969,462 and gross profit $828,443. In this period our operating expenses compose $553,168. Total General Administrative Expenses $373,215, Sales and Marketing Expenses $179,953 with Net Operating Income $275,275.

Liquidity and Capital Resources

Liquidity is the difference between our cash and cash equivalents on the one hand and our current liabilities on the other, often expressed as a “current ratio”. It is an indicator of our ability to meet our short term obligations as they become due. Our liquidity at December 31, 2021 and 2022 was $6,871 and $132,415, respectively, or a current ratio of 1.10 and 3.36, respectively.

Our capital resources consist of our fixed assets, which were $49,188 at December 31, 2021 and $312,091 at December 31, 2022. Our fixed assets consist primarily of Mercedes Sprinter 2500 vans for technician workers, several sedans’ cars to do estimates work, Hydro jet machine, Dump trailer. 

To continue growing more extensive, we need more liquidity. We are offering shares of our common stock pursuant to this offering circular to increase of our liquidity.

Our Management

Information about our sole director and executive officer is set forth in the following table. The address of our directors and executive officers is our address. We do not have any other board of directors than our director and executive officer in this time.

Our directors serve terms of one year and are generally elected at each annual stockholders meeting; provided, that you have no assurance we will hold a stockholders’ meeting annually. Each director will remain in office until his successor is elected and qualified, or his/her earlier resignation. We do not have independent directors using the definition of independence contained in the NASDAQ listing rules. Our executive officers are elected by the board of directors and their terms of office are at the discretion of the board of directors, subject to terms and conditions of their respective employment agreements, if any. We have the authority under California law and our bylaws to indemnify our directors and officers against certain liabilities.

Management Biography. Mr. Khorenko is our founder, sole director, chief executive and chief financial officer. He has more than 5 years’ experience in plumbing business: 4 years in US and rest of overseas. The last 5 years he worked hard to get the license and build the plumbing business. Не began providing plumbing services in San Diego himself, offering clients quality service. He solves problems with clogged pipes, leaks, breakdowns in plumbing, worn out water supply systems. He can fix plumbing in the kitchen, bathroom, toilet or pool. Now, he is the plumbing expert and company owner. Also, he shares plumbing experience on YouTube channel and has a lot of positive feedback.

In 2005 he graduated Kremenchug professional construction college in Ukraine.

We do not have an audit, compensation or any other committee of our board of directors.

How We Compensate our Director and Executive Officer

Information about the annual 2021 and 2022 compensation we paid to our CEO/CFO Vladyslav Khorenko .

Summary Compensation

As of December 31, 2021, and December 31, 2022 we had no health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control. We have no long-term equity incentive plans.

Employment Contracts

We do not have employment contracts with our executive officers. We may consider entering into employment agreements in the future.

Who Owns Our Common Stock

Our principal stockholders are set forth in the following table. These principal stockholders include:

We believe each of these persons has sole voting and investment power over the shares they own, unless otherwise noted. The address of our directors and executive officers is our address.

Description Of Securities We Are Offering

Common Stock

We are offering up to 15,000,000 shares of our common stock.

We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share. At the date of this offering circular we have 35,000,000 shares of common stock issued and outstanding. Assuming we sell the 15,000,000 shares we are offering by this offering circular; we will have 50,000,000 shares issued and outstanding. The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current resolution which are included as exhibits to this Registration Statement.

The holders of our common stock currently have:

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

We have not chosen a transfer agent yet and disclosure it when we make a decision.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of common stock offered pursuant to this offering circular will be passed upon for us by Jackson L. Morris, Attorney at Law, St. Petersburg, Florida.

Experts

We have relied on experts for audit of our financial statements because our financial statements are audited by Yusufali & Associates, LLC, PCAOB, AICPA, PCIDSS, Fed Ramp, HITRUST & ISC2, Registered:

55 Addison Drive, Short Hills, NJ 07078 Email: ymusaji@ya-cpa.com

The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting.

Where You Can Find More Information About Us

We have filed an offering statement on Form 1-A under the Securities Act with the U.S. Securities and Exchange Commission for the common stock offered by this offering circular. This offering circular does not include all of the information contained in the offering statement. You should refer to the offering statement and our exhibits for additional information. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file certain reports and other information with the SEC for a period of time and may continue to voluntarily file such reports.

You can read our SEC filings, including the offering statement of which this offering circular is a part, and exhibits, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at our Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

Index to Financial Statements

Almco Plumbing, Inc.  

Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021  

Yusufali & Associates, (Y&A) LLC.

Certified Public Accountants & IT Consultants

PCAOB, PCIDSS, AICPA & ISC2 Registered

55 Addison Drive, Short Hills, NJ 07078

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Almco Plumbing Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Almco Plumbing, Inc. (a California Corporation), as of December 31, 2022, and December 31, 2021, and the related statements of operations, changes in stockholder’s equity and cash flows for each of the two years in the period ended December 31, 2022, December 31, 2021 and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, and December 31, 2021 in conformity with U.S. generally accepted accounting principles.

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 PCAOB and AICPA 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 audit in accordance with standards of the Public Company Accounting Oversight Board (United States). 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. 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 supporting 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.

Yusufali & Associates, LLC

We have served as the Company’s auditor since 2022.

Short Hills, New Jersey

February 27, 2023

ALMCO PLUMBING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2022

And FOR THE YEAR ENDED DECEMBER 31, 2021

NOTE 1 — Description of Business

The Company is a California corporation founded in 2018. It is engaged in the plumbing business in California.

Plumbing services is our main activity service, which represent mostly of revenue, are primarily the installation of systems that convey domestic water throughout a building, systems that transport sanitary waste out of a building to a sewer connection, and systems that supply natural gas to various equipment or appliances such as heaters, boilers, ovens and stoves. A domestic water system typically includes separate piping for hot and cold water, as well as a number of fixtures such as sinks, bathtubs and showers. Plumbing contracting projects begin with project design and engineering in which the location, configuration and specifications for the plumbing systems to be installed are determined. Whether the design is provided by the customer, or produced by the Company, the type, size and design of piping, fittings, valves, fixtures and other equipment is typically entered into our computer systems which handle estimation, materials ordering and job scheduling functions. Substantially all of the equipment and component parts the Company installs are purchased from third-party wholesale suppliers or directly from the manufacturers and resold to the customer as part of the contracted installation. Orders and deliveries are coordinated to match the project schedule. Whenever possible, a significant portion of the plumbing and piping assembly is prefabricated at the Company’s facilities in order to reduce on-site installation time, increase quality control and reduce material costs and service time.

We have growing operating revenues. Recorded revenues were generated from customers’ payments. We generate revenue from single family residential, multifamily residential and commercial customers, respectively. These operating segments offer similar products and services with differing complexities to distinct customer groups.

The single-family residential market includes housing projects, small condominium projects, and town house development. The multifamily residential market includes apartment projects and condominiums. For family and multifamily residential customers, we provide plumbing, maintenance and repair services.

Our commercial segment is focused on obtaining plumbing and mechanical contracts with higher margins.

We provide plumbing, mechanical contracting services, maintenance and repair to commercial customers. The commercial market includes retail establishments, office buildings, hotels, manufacturing plants and other industrial complexes.

NOTE 2 — Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The Company follows United States GAAP (Generally Accepted Accounting Principles) for presentation of financial statements and disclosures. The Balance sheet, Statement of Operations, Statement stockholders’ Equity, Statement of Cash Flow are reported representing our activities operations for the 2021and 2022. The Financial Statements and related disclosures as of December 31, 2021 and December 31, 2022 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC"). The Company has adopted December 31 fiscal year end.

Use of Estimates and Assumptions 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. These estimates and assumptions are used in, but not limited to, certain receivables and accounts payable and the provision for uncertain liabilities.

Revenue Recognition

The Company follows ASC 606 2014-09 Revenue from Contracts with Customers. This involves identifying the contract with the customer, identify separate performance obligations, determine the transaction price, allocate the transaction price to the separate performance obligations, and then recognize revenue when (or as) performance obligations are satisfied. The Company considered recognizes its revenue on the accrual basis, which considers revenue to be earned when the services have been performed. We considered gross revenue as a principal. Our revenue includes payments from the costumers for the plumbing business.

Inventories – Inventories are measured at the lower of cost and net realizable value. The cost of inventory is based on the weighted average principle for finished goods and on the standard cost principle for raw materials and work-in-progress for inventories that are manufactured. Cost includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and selling expenses.

Cash and Cash Equivalents - All highly liquid investments with original maturities of nine months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on the financial statements.

Fair Value of Financial Instruments

ASC 825, 'Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements" defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2022.

Income Taxes - The Company is subject to income taxes in the United States. Income tax expense (benefit) is provided for using the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, 'Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets wit not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10 provides guidance on recognition and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 'Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Recently Adopted Accounting Standards - The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, include those not yet effective, is not anticipated to have a material effect on the financial position or results of operation of the Company. 

NOTE 3 — Property and Equipment

Fixed Assets

NOTE 4 — Concentrations

We have a lot of customers from whom we received the income and we are able to diversify in order to mitigate the risks. 

NOTE 5 — Concentration of Credit Risk

The Company maintains cash balances at a Bank of America financial institution. The balance, at any given time, may exceed Federal Deposit Insurance Corporation FDIC insurance limits of $250,000 per institution. The Company's cash balances at December 31, 2022 were within FDIC insured limits.

NOTE 6 — Debt

Vladyslav Khorenko is our CEO. From time to time, he loaned the Company funds for the operational costs. In 2021 and 2022 he wasn’t loaned any amount.

NOTE 7— Shareholders Equity

As of December 31, 2021, the company authorized to issue 0 of common shares. The Company has no stock-based compensation plans for employees and non-employee members of the Board of Directors.

November 1st, 2022, the Company issue resolution about authorized to issue to 75,000,000 of common shares.

At December 31, 2022, the total number of shares of all classes of stock, which the Company shall have authority to issue is 50,000,000, consisting of 32,000,000 common shares or 64% issue to our CEO Vladyslav Khorenko, 3,000,000 common stock or 6% to Genova LLC, and 15,000,000 or 30% we going to sell to the public.

The Company has no stock-based compensation plans for employees and non-employee members of the Board of Directors.

NOTE 8 — Commitments and Contingencies

The Company has no commitments or contingencies.

NOTE 9 — Contractual Arrangements

The Company has no long terms ongoing contractual arrangements with our customers.

NOTE 10 — Subsequent Events and climate-related events impacts to financial statement

The rule would require company to disclose, in a footnote to the financial statements, the financial statement impacts of (i) climate-related events, including severe weather events and other natural conditions such as flooding, drought, wildfires, extreme temperatures, and sea level rise, and (ii) transition activities, including efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks.

The Company's management reviewed all material events through December 31, 2022 the date our fiscal year ended. By this date we have the assets that directly and indirectly influenced on environmental. We indicated risks, include climate related risks in Risk Factors portion.

PART III—EXHIBITS

Item 16. Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 24, 2023

Almco Plumbing, Inc.

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

BYLAWS OF

ALMCO PLUMBING, INC.

(A California Corporation)

ARTICLE I OFFICE

SECTION 1.1 PRINCIPAL EXECUTIVE OFFICE

The location of the principal executive office of the corporation shall be fixed by the board of directors. It may be located at any place within or without the state of California. If the office is located in California, the secretary of this corporation shall keep the original or a copy of these bylaws as amended to date at the principal executive office. If the principal executive office is located without the state of California, the bylaws shall be kept at the principal business office in California. As required by Section 1502 of the California Corporation Code, the officers of this corporation shall cause the corporation to file annual statement specifying the street address of the corporation principal executive office.

SECTION 1.2 BRANCH OFFICES

The corporation may have any other offices either within or without the state of California; the board of directors may designate from time to time, or may required by the corporation for day-to-day business activities.

SECTION 1.3 REGISTERED AGENT

The corporation shall have and maintain a registered agent in the State of California and in all other states in which it is required by applicable law.

ARTICLE II ANNUALLY SHAREHOLDERS’ MEETING

SECTION 2.1 PLACE OF MEETINGS

Unless otherwise provided in the Articles of Incorporation, all meetings of the Shareholders shall be held at the principal executive office of the corporation within the State of California unless some other appropriate and convenient geographical location is designated for that purpose from time to time by a resolution of the Board of Directors.

SECTION 2.2 ANNUAL MEETING

An annual meeting of shareholders shall be held, each year, at the time and on the day and place of following:

If the fixed day for annual meeting falls on a weekend day or a legal holiday, such meeting shall be held on the following business day at the same time or other time on such other day within such month shall be fixed by the Board of Directors. At the annual meeting, the shareholders shall elect a Board of directors to report the affairs of the corporation and for the transaction of business as may come before the meeting.

SECTION 2.3 CALL FOR SHAREHOLDERS’ MEETING

Shareholder’s meeting may be called by the Directors, the Chairman of the Board of Directors, the Vice Chairman of the Board of Director, the President, the Secretary, or by any Officers instructed by the Board of Directors to call for meeting. Special meeting may be called by one or more shareholders who hold not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting.

SECTION 2.4 NOTICES OF SHAREHOLDERS’ MEETING

Notices of annual meeting or special meetings shall be given to shareholders in writing form not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at the meeting. Such notice shall state the place, date and time of the meeting, and in case of a special meeting, the nature of the business to be transacted, and that no other business may be transacted, or in the case of an annual meeting, those matters which the board at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of Section 2.5 of this Article, any proper matter may be presented at the annual meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of the nominees which intends at the time of meeting to be presented for election by the management.

Such notices shall be given either personally or by first-class mail or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the stock transfer records of the corporation or given by the shareholder to corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the said principal executive office is located.

Evidence of the giving of notices of meetings shall be deemed to be given at the time when such notices delivered personally or deposited in the United State mail with first class postage prepaid or sent by any means of written communication.

When a meeting is adjourned to another place or time, notice of the adjourned meeting need not be given if the place and time thereof are announced at the meeting at which the adjournment is taken. If a meeting is adjourned for forty-five (45) days or more from the date set for the original meeting, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

SECTION 2.5 SPECIAL MEETINGS OF SHAREHOLDERS

Special meetings of the Shareholders may be called at any time by the Board of Directors, Chairman of the Board of Directors, the President, or by one or more Shareholders holding not less than one-tenth (1/10) of the votes entitled to be cast on any issue proposed to be considered at the special meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such officer shall cause notice to be given to the Shareholders entitled to vote, and a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request.

SECTJON2.6 LIST OF SHAREHOLDERS

After the record date for a meeting has been fixed, the corporation shall prepare an alphabetized list of names, addresses and number of shares of all Shareholders for inspection by any shareholder beginning two days after the notice of the meeting is given.

SECTION 2.7 WAIVER OF NOTICE

The transaction of any meeting of shareholders, however, called and noticed, and wherever held, as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, whether in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers and/or consents shall be filed with the corporate records or made part of the minutes of the meeting. No business to be transacted at the meeting, or the purpose of any annual or special meeting of the shareholders need to be specified in any written waiver of notice.

SECTION 2.8 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS

After called or noticed the transactions of any meeting of shareholders shall be valid as though had at a meeting duly, if a quorum is presented either in person or by proxy, either before or after the meeting, all shareholders entitled to vote not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Shareholders attend the meeting shall constitute a waiver of notice, unless objection shall be made as provided in Sec. 601(e).

SECTION 2.9 ACTION WITHOUT MEETING

Unless otherwise provided in the Bylaws, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent, in writing, setting forth the action so taken, shall be signed by the shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all shareholders entitled to vote have been solicited in writing, notice given to shareholders if less than unanimous written consent before the consummation of the action authorized by such approval.

Notwithstanding any of the foregoing provisions of these bylaws, directors may not be elected by written consent except by the unanimous written consent of all shares entitled to vote for the election of directors.

SECTION 2.10 QUORUM

The holders of a majority of the share entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the transaction of any business unless otherwise provided by law, by the Article of Incorporation, or by provisions of these bylaws. If a quorum is present, the affirmative vote of the majority of shareholders represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number is required by law and except as provided in the following paragraphs of this section.

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action is approved by a majority of the shareholders require to initially constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted unless otherwise provided in the foregoing paragraph of this section.

SECTION 2.11 VOTING

Only shareholders’ name stand on the stock records of the corporation are entitled to vote on any shareholder’s meeting, unless some other day be fixed by the board of directors for determination of shareholders of record, then on such other day be entitled to vote on such meeting.

According to California Corporation Code Section 13401 (d) a “disqualified person” shall have no voting power.

All qualified shareholders entitled to vote on any matter or issue to one vote for each share held, unless otherwise provided by law, by the Articles of Incorporation, or by provisions of these bylaws. Shareholders entitled to vote may vote his or her shares in favor of, or against any matter, proposal, or issue. Any shareholder entitled to vote may vote part of his or her shares and refrain from voting the remaining shares. If shareholder fails to specify the number of shares he or she is affirmatively voting, it will be conclusively presumed that the shareholder’s approving votes is with respect to all shares the shareholder is entitled to vote.

In order for a corporation to determine the shareholders entitled to notice of and to vote on any shareholder’s meeting, or entitled to receive payment of any cash or stock dividend or distribution, or any allotment of rights, or to exercise rights in respect to any lawful action. The board of directors may fix a record date in future not more than sixty

(60) days or less than ten (10) days preceding the date of any shareholder’s meeting or entitled to receive payment of any cash or stock dividend or distribution, or any allotment of rights, or to exercise rights in respect to any lawful action.

If no record day is fixed:

SECTION 2.12 CUMULATIVE VOTING

All qualified shareholders are entitled to vote at any election of directors, may cumulate their votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholders’ shares are entitled, or distributed the shareholders’ votes on the same principle among as many candidates as he or she think fit.

All qualified shareholders shall not be entitled to cumulate votes unless the candidates’ names have been placed in nomination prior to vote and the shareholders have given notice at the meeting before the voting has begun that his or her intention to cumulate votes.

SECTION 2.13 PROXIES

Every shareholder entitled to vote may authorize another person or person to act by proxy in a meeting by filling a written proxy with the secretary of the corporation.

A proxy is invalid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto unless otherwise provided by the General Corporation Law.

A “proxy” is a written authorization signed by a shareholder or a shareholder’s attorney in fact giving another person rights to vote or consent in writing with respect to the shares of such shareholder, and “signed” name on the proxy whether by manual signature, computer image - included but not limited to scanner and laser printer output, typewriting, telegraphic transmission or by any other means by such shareholder or such shareholder’s attorney in fact.

Revocation of proxy may be effected by sending a written statement stated that the proxy is revoked or by a subsequent proxy executed by the person executive the prior proxy and presented to the meeting, or attended at such meeting and vote in person by person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark on the envelope in which they were mailed.

A proxy is not revoked by the death or incapacity of the maker, unless, before the vote is counted, written statement of such death or incapacity is received by the corporation.

SECTION 2.14 SHAREHOLDERS’ AGREEMENT

A corporation elects to become a close corporation, an agreement between two or more shareholders thereof, if in writing and signed by the shareholders may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in section 706, any may otherwise modify these provisions as to shareholders’ meeting and actions.

Any shareholder’s agreement authorized by section 300 (b), shall only be effective to modify the term of these bylaws if this corporation elects to become a close corporation with appropriate filing or amendment of its Articles of Incorporation as required by section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Section 158, (defining close corporations), Section 202 (requirements of Articles of Incorporation), Section 500 and Section 501 relative to distributions, Section 111 (merger), Section 1201 (e) (reorganization) or Chapters 15 (Records and Reports) or Section 16 (Rights of Inspection), Section 18 (Involuntary Dissolution) or Section 22 (Crimes and Penalties), all of the California Corporations Code. Any other provisions of the Code or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable.

ARTICLE III DIRECTORS

SECTION 3.1 RESPONSIBILITY OF DIRECTORS

Subject to the provisions of California Corporation Code Section 300 and any limitations in the articles relating to action required to be approved by the shareholders (section 153) or by the outstanding shares (section 152), or by a less than majority vote of a class or series of preferred shares (section 402.5), the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board.

SECTION 3.2 NUMBER OF DIRECTORS

The authorized number of directors of the corporation shall be two (2) until changed by a duly adopted amendment of Articles of Incorporation or by an amendment to these bylaws by the vote or written consent of majority shareholders entitled to vote, as provided in section 212.

SECTION 3.3 ELECTION AND TENURE OF OFFICE

The directors shall be elected at the annual shareholders meeting to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term and until a successor has been elected and qualified.

Director(s) is/are not required be citizen of the United States of America, resident of the State of California or any other states, or shareholder of this corporation.

SECTION 3.4 VACANCIES

A vacancy on the board of directors shall exist in case of death, resignation, unable to perform the duties of a director due to declared of unsound mind by an court or has been convicted of a felony, or in case of the shareholders fail to elect the full authorized number of qualified directors at any annual shareholder or special meeting.

Unless otherwise provided in the Articles of Incorporation or in this bylaws and except for a vacancy created by the removal of a director, vacancies on the board of directors may be filled by approval of the board, or if the number of directors in office is less than a quorum, by (1) the unanimous written consent of the directors in office, (2) the affirmative vote of a majority of the directors in office at a meeting held pursuant to notice or waivers of notice complying with this bylaws, or (3) a sole remaining director. Unless otherwise provided in the Articles of Incorporation or in these bylaws, vacancies occurred on the board due to removal of directors may be filled only by approval of the shareholders, elected director shall hold office until next annual shareholders meeting or a successor has been elected or qualified.

The shareholders may elect a director or directors at any time to fill any vacancy not filled by the directors, however, any such election by written consent shall require the consent of a majority of the shareholders entitled to vote.

No reduction of the authorized number of directors shall be removed before his or her term of office expires.

Any director may resign effective upon giving a written notice to the chairman of the board of directors, the president, the secretary, or vice-chairman of the board of director if any, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a later time, a successor may be elected to take office when the resignation becomes effective.

SECTION 3.5 REMOVAL OF DIRECTORS

The entire board of directors or any one of the directors may be removed without cause if such removal is approved by a majority of the shareholders entitled to vote, subject to the provisions of California Corporation Code section 303. Unless otherwise provided in the Articles of Incorporation, in this bylaws and exception of the provisions of the California Corporation Code section 302, 303 and 304, no director can be removed prior to the expiration of his or her term of office.

The superior Court of the proper county may, on the suite of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove any directors in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from re-election any director so removed for a period prescribed by the court. The corporation shall be made a party to such action.

SECTION 3.6 NOTICE, PLACE, AND MANNER OF MEETING

Meetings of the board of directors may be called by the Chairman, the Secretary, or the President, or the Vice-Chairman if any, or any two (2) of the directors. The meeting can be held at any place, within or without the State of California, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Meetings of the board of directors may be held through use of video or telephone conference or any other communications equipment, as long as all directors participating in the meeting can hear one another. Accurate time of any meeting of the board of directors shall be maintained as required by General Corporation Code section 1500.

SECTION 3.7 ANNUAL AND REGULAR MEETINGS

An annual meeting of the board of directors shall be held without notice, at the same place as the annual shareholders meeting.

Regular meetings of the board of directors shall be held at such times and places as may be fixed by the board of directors, or in this bylaws. No call or notice is required for regular meetings.

SECTION 3.8 SPECIAL MEETING-NOTICE AND WAIVERS

Special meetings of the board of directors shall be held upon four (4) days’ notice by mail, or forty-eight hours’ notice delivered personally or by telephone, by telegraph, by fax or by email. If a notice is sent to a director by mail, it shall addressed to him or her at the address as it is shown in the corporate records, if the notice is sent by mail it shall be deposited in the United State mail, postage prepaid. A notice or waiver of notice need not specify the purpose of any special meeting of the board of directors.

When all the directors are present at any meeting of the board of directors, called or noticed, and either (a) sign a written consent thereto on the records of such meeting, or, (b) if a majority of the directors are present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether before or after such meeting, consent or approval shall be filed with the secretary of the corporation, or, (c) if a director attends a meeting without notice but without protesting, prior thereto or at its commencement, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

SECTION 3.9 QUORUM

A quorum for any meeting of the board of directors shall consist of one-third of authorized number of directors or at least two directors, whichever is greater, until changed by amendment of these bylaws. Solely director constitutes a quorum, if the authorized number of director is only one.

Every act or decision done or made majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, subject to the provision of California Corporation Code section 310 (approval of contracts and transactions in which a director has material financial interest); section 311 (designation of committees); and section 3 l 7(e) (indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approval by at least a majority of the required quorum for such meeting.

SECTION 3.10 COMPENSATION

No salary shall be paid for the directors for their services but, by resolution, the board of directors may be paid for fixed sum and expense of attendance any regular or special meeting of the board of directors; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation.

ARTICLE IV OFFICERS

SECTION 4.1 OFFICERS

The officers of the corporation shall be a president, a vice-president, a secretary, and a chief financial officer. The corporation also may have such other officers with such titles and duties as shall be determined by the board of directors. The same person can hold more than one office at the same time.

SECTION 4.2 ELECTION

All officers of the corporation shall be elect d by the board of directors at the annually or special board of directors’ meeting. All officers shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.

SECTION 4.3 REMOVAL AND RESIGNATION OF OFFICERS

An officer under any contract of employment may be removed at any time, either with or without clause, by the board of directors at any regular or special meeting of the board of directors.

Any officer may resign at any time by giving a written notice to the board of directors, or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any time specified in such notice; and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. The removal or resignation of any office shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 4.4 SUBORDINATE OFFICER

Any other officers may be appointed by the board of directors as the business of the corporation may require, each of them shall hold office for such period, have such authority and perform such duties which are provided in the bylaws or determine by the board of directors at any time.

SECTION 4.5 VACANCIES

A vacancy in any office due to death, removal, disqualification or any other cause shall be filled in the manner described in these bylaws for regular appointment to such office.

SECTION 4.6 PRESIDENT

The president, subject to the direction and controlled by the board of directors, shall be the chief executive officer of the corporation and, have general supervision, direction, and control of the business and affairs of the corporation. He or she shall preside at all board of directors and shareholders’ meeting. Unless otherwise stated by the board of directors and by these bylaws, the president shall have general powers and duties of management usually vested in the office of the president of a corporation, and shall have other powers and duties which may be prescribed by the board of directors or by these bylaws. The president shall be ex officio a member of all standing committee, including but not limited to executive committee.

SECTION 4.7 VICE PRESIDENT

In the absence or disability of the president, the vice president, in order of their rank as fixed by the board of directors, or if not ranked, any one of the vice president may appointed by the board of directors, shall perform all the powers and duties of the president, and be subject to all restriction, direction and control as the president have. Any one of the vice president shall have such other powers and perform such other duties at any time be prescribed by the board of directors or in these bylaws.

SECTION 4.8 SECRETARY

The secretary shall keep (a) a book of minutes of all regular and special meetings of directors and shareholders which stated that accurate time and place where the meeting held, in special meeting, how called and authorized; the notice given or waivers of notice received; the name of the directors present at the meeting, and the number of share present at the shareholders’ meetings; (b) a share register shows the names of the shareholders and their address, the number and classes of share held by each shareholder, the number and date of certificates issued for shares, and the number and date of cancellation of each certificate was surrendered for cancellation; (c) a copy or the original of the bylaws of the corporation, if any, amended or altered which was certified by him or her; (d) give notice to all meetings of directors and shareholders as required by law or by provisions of these bylaws; (e) be custody the seal of the corporation; (f) have such other powers and perform such other duties from time to time be prescribed by the board of directors or by these bylaws.

SECTION 4.9 TREASURER

The treasurer shall be the chief financial officer of the corporation, shall (a) keep and maintain adequate and correct accounting records and books; (b) shall deposit and credit all moneys and any valuable items under the name of the corporation with such depositaries as may be designated by the board of directors; (c) keep and maintain adequate and correct accounts of the properties and all business transactions of the corporation, including accounts of assets, liabilities, receipts, disbursements, profits, losses, capital, and shares, the accounting records shall be inspect by any directors at any reasonable times; (d) disburse the fund as may be ordered by the board of directors and surrender all accounts of transactions of the corporation; (e) have such other powers and duties as may prescribed by the board of directors or in these bylaws.

SECTION 4.10 SALARIES

All officers in this cooperation shall pay a fixed amount of salary as their compensation for services. This fixed amount of salary may be reviewed by the board of directors annually.

ARTICLE V COMMITTEES

SECTION 5.l BOARD OF COMMITTEES

The board of committees, by resolution, be appointed and passed by a majority of the authorized number of directors, designate one or more committees, each consists of two or more directors, to serve at the pleasure of the board. Any director may be designated as alternate member of any committee, to replace any absent or disqualified member of at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

ARTICLE VI RECORDS AND REPORTS

SECTION 6.1 RIGHTS TO INSPECTION

In accordance with California Corporation Code section 1500, all books and records shall be open for inspection by any directors and shareholders at reasonable time, in the manner provided by California Corporation Code section 1600-1605.

SECTION 6.2 RECORDS AND BOOKS

The corporation shall keep and maintain adequate and correct accounting records and books, and record of all business transactions and properties. All such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the board of directors at any time.

SECTION 6.3 INSPECTION BY SHAREHOLDERS

Inspection by a shareholder or a holder of voting trust certificate may be done in person or by attorney or by representative, the rights of inspection included by not limited to copy and make extracts.

Any shareholders or holders of voting trust certificate can open to inspection and copying share register at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holders’ interest as a shareholder or holder of voting trust certificate.

Any shareholders and holders of voting trust certificate can open to inspection the accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board upon the written demand of the corporation at any reasonable time during usual business hours, for any proper purpose reasonably related to such holders’ interest as a shareholder or shareholders or holders of voting trust certificate.

Shareholders shall have all rights to inspect the original or copy of these bylaws, as amended to date and kept at the corporation’s principal executive office, at all reasonable times during business hours.

SECTION 6.4 INSPECTION BY DIRECTORS

All directors shall have absolute right to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, domestic of foreign at any reasonable time during usual business hours. Such inspection made by done by person or by attorney or by representative. The right of inspection included by not limited to copy and make extracts.

SECTION 6.5 AVAILABLE OF RECORD IN WRITTEN FORM

If any record is not maintained in written form, a request for inspection is not complied with unless and until the corporation at its expense makes such record available in written form.

SECTION 6.6 ANNUAL FILINGS

Required by the Corporation Law, the corporation shall file statement of information annually and pay the filing fee.

SECTION 6.7 RECORD OF CHECKS & DRAFTS

All checks, drafts or other orders for payment of money, notes or indebtedness issued under the name of the corporation, shall be signed and endorsed by the person or persons, shall be determined by the Board of Directors.

SECTION 6.8 EXECUTION OF CONTRACTS

The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute any agreements on behalf of the corporation. Unless authorize by the Board of Directors, no officer, agent, or employees shall have any right to bind the corporation by any contract or agreement, or to pledge its credit, or to render liable for any amount.

SECTION 6.9 ANNUAL REPORT TO SHAREHOLDERS

The Board of Directors shall cause an annual report to be sent to the shareholders no later than 120 days after the close of the fiscal or calendar year. Waive of annual report send to shareholders so long as the corporation shall have less than 100 shareholders.

ARTICLE VII CERTIFICATES AND TRANSFERS OF SHARES

SECTION 7.1 CERTIFICATES FOR SHARES

The corporation shall issue certificates for its share when fully paid. Each certificate of share of the corporation shall be issued in nwnerical order, and shall set forth the name of the record holder of the shares represented thereby; the number, the designation, if any, and the class or series of shares represented thereby; the par value, if any, of the shares represented thereby, and such other statements, as applicable, prescribed by section 416- 419 of the General Corporation Law of the State of California. The name and address of the record holder, the nwnber of share issued and the date of issue shall be entered on the stock transfer legend.

Each certificate for the shares shall be signed in the name of the corporation by the Chairman of the Board of Directors, if any, or by Vice Chairman of the Board of Directors, if any, or by the President, if any, or by the Vice President, if any, and by the Chief Financial Officer or the Secretary or an Assistance Secretary. Any of all of the signatures on a certificate for share may be a facsimile, an electronic or digitized signature. If any officer, transfer agent or registrar who has signed or placed a facsimile or electronic or digitized signature on the certificate for share, has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an office, transfer agent or registrar at the date of issue.

SECTION 7.2 TRANSFER OF SHARES

According to the General Corporation Law and/or Corporate Securities Law of 1968 which may restrict the transferable of shares. Transfer of shares of the corporation shall be made only on the record holders of the corporation by the registered holders thereof, or by his/her legal representative who shall provide proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, and on surrender of the cancellation of such shares.

SECTION 7.3 LOST OR DESTROYED CERTIFICATES FOR SHARES

The corporation may issue new certificates for shares or for any other security in the place of any certificate which is alleged to have been lost, stolen or destroyed. Under such condition, the corporation may require such owner or his or her legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on the account of the alleged, theft or destruction of any certification or the issuance of such new certificate.

SECTION 7.4 RECORD DATE FOR SHAREHOLDERS

The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any shareholders’ meeting or entitled to receive payment of any cash or stock dividend or distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The fixed record date shall not more than sixty (60) days or less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action.

SECTION 7.5 CLOSE CORPORATION CERTIFICATES

All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418(c).

ARTICLES VIII AMENDMENT OF ARTICLES

SECTION 8.1 AMENDMENT OF ARTICLES

A corporation may amend its articles from time to time, in any and as many respects as may be desired, so long as its articles as amended contain only such provisions as it would be lawful to insert in original articles filed at the time of the filing of the amendment and, if a change in shares or the rights of shareholders or an exchange, reclassification or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification or cancellation.

SECTION 8.2 AMENDMENT BEFORE SHARES ISSUED

Before any shares have been issued, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, if directors were not named in the original articles and have not been elected, or, if directors were named in the original articles or have been elected, by a majority of the directors.

SECTION 8.3 AMENDMENT AFTER SHARES ISSUED

After_any shares have been issued, amendments may be adopted if approved by the board and approved by more than 50% the outstanding shares

SECTION 8.4 AMENDMENT BY INCORPORATOR

If the amendments adopted by the incorporators or the board, the corporation shall file a certificate of amendment signed and verified by a majority of the incorporators or of the board, as the case may be, which shall state that the signers thereof constitute at least a majority of the incorporators or of the board, that the corporation has issued no shares and that they adopt the amendment or amendments therein set forth. In the case of amendments adopted by the incorporators, the certificate shall also state that directors were not named in the original articles and have not been elected.

A proposed amendment must be approved by the outstanding shares of a class, whether or not such class is entitled to vote thereon by the provisions of the articles, if the amendment would:

ARTICLES IX SALES OF ASSETS

SECTION 9.1 ASSETS APPROVED BY THE BOARD

Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s property, real or personal, for the purpose of securing the payment or performance of any contract or obligation may be approved by the board. Unless the articles otherwise provide, no approval of shareholders or of the outstanding shares shall be necessary for such action.

A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares, either before or after approval by the board and before or after the transaction.

Notwithstanding approval of the outstanding shares, the board may abandon the proposed transaction without further action by the shareholders, subject to the contractual rights, if any, of third parties.

The sale, lease, conveyance, exchange, transfer or other disposition may be made upon those terms and conditions and for that consideration as the board may deem in the best interests of the corporation. The consideration may be money, securities, or other property.

ARTICLES X MERGER & CONVERSION

SECTION 10.1 TERMS OF MERGER

A corporation may merge with one or more domestic corporations, foreign corporations, or other business entities. The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons, including a parent party, may be parties to the agreement of merger. The agreement shall state all of the following:

Each share of the same class or series of any constituent corporation (other than the cancellation of shares held by a constituent corporation or its parent or a wholly owned subsidiary of either in another constituent corporation) shall, unless all shareholders of the class or series consent, be treated equally with respect to any distribution of cash, rights, securities, or other property. Except in a short-form merger, and in the merger of a corporation into its subsidiary in which it owns at least 90 percent of the outstanding shares of each class, the nonredeemable common shares or nonredeemable equity securities of a constituent corporation may be converted only into nonredeemable common shares of the surviving party or a parent party if a constituent corporation or its parent owns, directly or indirectly, prior to the merger shares of another constituent corporation representing more than 50 percent of the voting power of the other constituent corporation prior to the merger, unless all of the shareholders of the class consent.

SECTION 10.2 TERMS OF CONVERSION

The corporation may be converted into a domestic other business entity if,

a) The law under which the converted entity will exist expressly permits the formation of that entity pursuant to a conversion.

b) The corporation complies with any and all other requirements of any otherl aw that applies to conversion to the converted entity.

ARTICLES XI BANKRUPTCY, REORGANIZATIONS AND ARRANGEMENTS

SECTION 11.1 BANKRUPTCY ARRANGEMENTS

Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations or arrangements of corporations, has full power and authority to put into effect and carry out any plan of reorganization or arrangement and the orders of the court or judge entered in such proceeding and may take any proceeding and do any act provided in the plan or directed by such orders, without further action by its board or shareholders. S ch power and authority may be exercised and such proceedings and acts may be taken, as may be directed by such orders, by the trustee or trustees of such corporation appointed in the reorganization or arrangement proceeding (or a majority thereof), or if none is appointed and acting, by officers of the corporation designated or a master or other representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the board and shareholders of the corporation.

A corporation may, alter, amend or repeal its bylaws; constitute or reconstitute its board and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend its articles; make any change in its capital stock; make any other amendment, change, alteration or provision authorized by this division; be dissolved, transfer all or part of its assets or merge as permitted by this division, in which case, however, no shareholder shall’ have any statutory dissenter’s rights; change the location of its principal executive office or remove or appoint an agent to receive service of process; authorize and fix the terms, manner and conditions of the issuance of bonds, debentures or other obligations, whether or not convertible into shares of any class or bearing warrants or rights to purchase or subscribe to shares of any class; or lease its property and franchises to any corporation, if permitted by law.

ARTICLES XII DISSOLUTION

SECTION 12.1 DISSOLUTION BY SHAREHOLDERS

The corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the voting power. The corporation which comes within one of the following descriptions may elect by approval by the board to wind up and dissolve:

SECTION 12.2 DISSOLUTION BY INCORPORATORS

Notwithstanding any other provision of this division, when a corporation has not issued shares, a majority of the directors, or, if no directors have been named in the articles or been elected, the incorporator or a majority of the incorporators may sign and verify a certificate of dissolution stating the following:

SECTION 12.3 CERTIFICATE OF DISSOLUTION

A certificate of dissolution signed shall be filed with the Secretary of State. Upon filing a certificate of dissolution a corporation shall be dissolved and its powers, rights, and privileges shall cease.

If the corporation has elected to wind up and dissolve a certificate evidencing such election shall forthwith be filed. The certificate shall be an officers’ certificate or shall be

signed and verified by at least a majority of the directors then in office or by one or more shareholders authorized to do so by shareholders holding shares representing 50 percent or more of the voting power and shall set forth:

If a voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares representing a majority of the voting power, or by approval by the board. The certificate shall set forth:

ARTICLE XIII MISCELLANEOUS

SECTION 13.1 ACCOUNTING YEAR

The accounting year shall be fix by the resolution of the Board of Directors. The Accounting year shall be fiscal or calendar year.

SECTION 13.2 SUBSIDIARY CORPORATIONS

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any

matter.

SECTION 13.3 MISCELLANEOUS

Exhibit 4.1

ALMCO PLUMBING, INC.

COMMON STOCK SUBSCRIPTION AGREEMENT

ALMCO PLUMBING, INC.

5663 Balboa Avenue

San Diego, CA 92111

The undersigned ("Subscriber"), on the terms and conditions herein set forth, hereby irrevocably submits this Subscription (the "Subscription") to Almco Plumbing, Inc., a California corporation (the "Company") for the purchase of shares of common stock of the Company (the "Shares".)

1. Subscription for the Purchase of Shares.

1.1 Shares Being Offered for Sale. The Company is offering up to 15,000,000 shares of its common stock pursuant to an exemption from registration under Regulation A(the "Offering"), on the terms and conditions described in the Offering Circular dated __________, 2023 and in this Subscription Agreement. The purchase price of the shares is $1.00 per share in cash.

1.2 Offer to Purchase. Subscriber hereby irrevocably offers to purchase a total of ______________ shares being offered for sale in the Offering and tenders, herewith, the sum of $________________ payable to the order of Almco Plumbing, Inc. or concurrent by bank wire (see, 1.4, below) Subscriber recognizes and agrees that (i) this Subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber's death, disability or other incapacity, and (ii) the Company has complete discretion to accept this Subscription, either in whole or in part, or to reject this subscription in its entirety and shall have no liability for any rejection, in whole or in part, of this Subscription. This Subscription shall be deemed to be accepted by the Company only when the Company executes the Subscription Agreement and only as to the number of shares set forth in the space provided on the signature page herein to evidence the action of the Company with respect to this Subscription.

1.3 Effect of Acceptance. Subscriber hereby acknowledges and agrees that (i) on the Company's acceptance of this Subscription, either in whole or in part, this agreement shall become a binding and fully enforceable agreement between the Company and the Subscriber as to the number of the shares for which this Subscription is accepted by the Company as a result, on acceptance by the Company of this Subscription, Subscriber will become the record and beneficial holder of the number of shares of the Company's Common Stock for which this Subscription is accepted by the Company and the Company will be entitled to retain the purchase price of such shares, whether or not the Company is able to raise all of the funds it is seeking in the offering. If this Subscription is rejected by the Company for any reason, the Subscriber’s funds will be promptly refunded in full without interest, offset or deduction.

1.4 Payment by Wire. Check this box, if you are making your subscription payment by bank wire - ☐

Send you wire in accordance with the following:

___________________________

___________________________

Fax a copy of your wire confirmation to ____________ or scan and email to _____________.

2. Representation as to Investor Status.

2.1 Accredited Investor. In order for the Company to sell the shares in conformance with state and federal securities laws, the following information must be obtained regarding Subscriber's investor status. Please initial each item applicable to you as an investor in the Company. If an item does not apply to you, then please do not check the item.

(a) A natural person whose net worth, either individually or jointly with such person's spouse, at the time of Subscriber's purchase, exceeds $1,000,000;

(b) A natural person who had an individual income in excess of $200,000, or joint income with that person's spouse in excess of $300,000, in each of 2012 and 2013 and reasonably expects to reach the same income level in 2014.

(c) A bank as defined in Section 3(a)(2) of the Securities Act, or any Savings and Loan Association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;

(d) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

(e) An Investment Company registered under the Investment Company Act of 1940 or a Business Development Company as defined in Section 2(a)(48) of that Act;

(f) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958;

(g) An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(h) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(i) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the shares, with total assets in excess of $5,000,000;

(j) A Director or Executive Officer of the Company;

(k) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;

(l) An entity in which all of the equity owners qualify under any of the above subparagraphs.

(m) Subscriber does not qualify under any of the investor categories set forth in (a) through (l) above.

2.2 Net Worth. The term "net worth" means the excess of total assets over total liabilities. In calculating net worth, Subscriber may include the estimated fair market value of his or her principal residence as an asset.

2.3 Income. In determining individual "income," Subscriber should add to Subscriber's individual taxable adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

2.4 Type of Subscriber. Indicate the form of entity of Subscriber:

(a) If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed: ___________________________________

(b) If Subscriber is not an individual, initial the line below which correctly describes the application of the following statement to Subscriber's situation: Subscriber (i) was not organized or reorganized for the specific purpose of acquiring the shares and (ii) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.

______True     _____False

If the "False" box is checked, each person participating in the entity will be required to fill out a Subscription Agreement.

2.5 Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows:

(a) The shares are being acquired for Subscriber's own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber.

(b) Subscriber's financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's entire investment in the Company.

(c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement.

(d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber.

(e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement.

(f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith.

(g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto.

(h) Subscriber is aware that Subscriber's rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from.

(i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than the Offering Circular and this Subscription Agreement.

(j) Any certificate representing the shares will be endorsed with a legend similar to the following:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.

(k) Subscriber also acknowledges and agrees to the following:

(i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and

(ii) no public market exists and there is no assurance that any public market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's investment in the shares should a need arise to do so.

(l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares.

(m) Subscriber's address set forth below is his or her correct residence address.

(n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement.

(o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes.

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

3. Indemnification. Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties made by Subscriber herein and that the Company is relying on such representations and warranties in making the determination to accept or reject this Subscription. Subscriber hereby agrees to indemnify and hold harmless the Company and each employee and agent thereof from and against any and all losses, damages or liabilities due to or arising out of a breach of any representation or warranty of Subscriber contained in this Subscription Agreement.

4. Transferability. Subscriber agrees not to transfer or assign this Subscription Agreement, or any interest herein, and further agrees that the assignment and transferability of the shares acquired pursuant hereto shall be made only in accordance with applicable federal and state securities laws.

5. Market Stand Off. Subscriber agrees that if requested by the Company or the managing underwriter of any proposed public offering of the Company's securities Subscriber will not sell or otherwise transfer or dispose of any of the shares held by the Subscriber without the prior written consent of the Company and such underwriter during such period of time, not to exceed 180 days, following the qualification date of the offering statement filed by the Company with respect to such offering, as the Company or the underwriter may specify.

6. Termination of Agreement; Return of Funds. In the event that for any reason this Subscription is rejected in its entirety by the Company, this Subscription Agreement shall be null and void and if no further force and effect, and no party shall have any rights against any other party hereunder. In the event that the Company rejects this Subscription either in whole or in part, the Company shall promptly return or cause to be returned to Subscriber any money tendered hereunder with respect to the shares as to which the Subscription is rejected, with interest.

7. Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered by registered or certified mail, return receipt requested, postage prepaid, or delivered by, facsimile or e-mail to Subscriber at the address set forth below and to the Company at the address set forth on the first page of this agreement or at such other place as the Company may designate by written notice to Subscriber.

8. Amendments. Neither this Subscription Agreement nor any term hereof may be changed, waived, discharged or terminated except in a writing signed by Subscriber and the Company.

9. Governing Law. This Subscription Agreement and all amendments hereto shall be governed by and construed in accordance with the laws of the State of California.

10. Headings. The headings in this Subscription Agreement are for convenience of reference, and shall not by themselves determine the meaning of this Subscription Agreement or of any part hereof.

INDIVIDUALS

Dated: ________________

Acceptance or Rejection of Subscription [Appropriate Box to be Checked]

☐ Accepted for all of the shares subscribed for

☐ Accepted as to__________shares, and rejected as to the remaining shares subscribed for

☐ Rejected in its entirety

Jackson L. Morris

Attorney at Law

Admitted in Florida and Georgia

March 7, 2023

Board of Directors

Almco Plumbing, Inc.

5663 Balboa Avenue

San Diego, CA 92111

Gentlemen:

I have acted, at your request, as special counsel to Almco Plumbing, Inc., a California corporation, (“Almco”) for the purpose of rendering an opinion as to the legality of 15,000,000 shares of Almco’s common stock, no par value per share to be offered and distributed by Almco (the “shares”) pursuant to the Regulation A exemption from registration pursuant to an offering statement to be filed under the Securities Act of 1933, as amended, by Almco with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, for the purpose of qualifying the offer and sale of the Shares (“Offering Statement”).

For the purpose of rendering my opinion herein, I have reviewed statutes of the State of California, to the extent I deem relevant to the matter opined upon herein, true copies of the Articles of Incorporation and amendments thereto of Almco, the Bylaws of Almco, selected proceedings of the board of directors of Almco authorizing the issuance of the Shares, a current draft of the Offering Statement, certificates of officers of Almco and of public officials, the form of stock certificate, and such other documents of Almco and of public officials as I have deemed necessary. I have assumed, with respect to persons other than directors and officers of Almco, the due and proper election or appointment of all persons signing and purporting to sign the documents in their respective capacities, as stated therein, the genuineness of all signatures, the conformity to authentic original documents of the copies of all such documents submitted to me as certified, conformed and photocopied, including the quoted, extracted, excerpted and reprocessed text of such documents.

Based upon the review described above, it is my opinion that the 15,000,000 shares to be offered and sold by Almco are duly authorized and when, as and if issued and delivered by Almco against payment therefore at a price of $1.00 per Share, as described in the Offering Statement, will be legally issued, fully paid and non assessable.

My forgoing opinion is strictly limited to matters of California corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Nevada, as specified herein.

I consent to the use of my opinion as an exhibit to the Offering Statement and to the reference thereto under the heading “Index To Exhibits And Description Of Exhibits” in the Part III of the Offering Statement.

Very truly yours,

/s/ Jackson L. Morris

Jackson L. Morris 

www.Rule144Solution.com

Yusufali & Associates, (Y&A) LLC.

Certified Public Accountants & IT Consultants

PCAOB, PCIDSS, AICPA & ISC2 Registered

55 Addison Drive, Short Hills, NJ 07078

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Almco Plumbing Inc.

We consent to the use, in the Offering Circular on Regulation A, of Almco Plumbing Inc., of our report dated February 27, 2023 on our audit of the financial statements of Almco Plumbing Inc., as of December 31,2022 and December 31,2021, and the related statement of operations, changes in stockholder’s equity and cash flows for each of the two years in the period ended December 31, 2022, December 31, 2021 and the related notes, and the reference to us under the caption “Experts”.

Yusufali & Associates, LLC

We have served as the Company’s auditor since 2022. Short Hills, New Jersey

March 14, 2023