| Form 1-A Issuer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL |
| OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
| Issuer CIK | 0002043905 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | 024-12557 |
| Is this a LIVE or TEST Filing? | 
LIVE
TEST
|
| Would you like a Return Copy? |  |
| Notify via Filing Website only? |  |
| Since Last Filing? | |
| Name | |
| Phone | |
| E-Mail Address |
| Exact name of issuer as specified in the issuer's charter | Endless Corporation |
| Jurisdiction of Incorporation / Organization |
OKLAHOMA
|
| Year of Incorporation | 2021 |
| CIK | 0002043905 |
| Primary Standard Industrial Classification Code | FOOD & KINDRED PRODUCTS |
| I.R.S. Employer Identification Number | 87-2512937 |
| Total number of full-time employees | 31 |
| Total number of part-time employees | 0 |
| Address 1 | 3810 South Elwood Ave |
| Address 2 | |
| City | Tulsa |
| State/Country |
OKLAHOMA
|
| Mailing Zip/ Postal Code | 74107 |
| Phone | 918-786-0200 |
| Name | Arden Anderson, Esq. |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone |
| Industry Group (select one) |
Banking
Insurance
Other
|
| Cash and Cash Equivalents |
$
329266.00 |
| Investment Securities |
$
0.00 |
| Total Investments |
$
|
| Accounts and Notes Receivable |
$
0.00 |
| Loans |
$
|
| Property, Plant and Equipment (PP&E): |
$
2191523.00 |
| Property and Equipment |
$
|
| Total Assets |
$
3818078.00 |
| Accounts Payable and Accrued Liabilities |
$
38703.00 |
| Policy Liabilities and Accruals |
$
|
| Deposits |
$
|
| Long Term Debt |
$
1150450.00 |
| Total Liabilities |
$
1569457.00 |
| Total Stockholders' Equity |
$
2248621.00 |
| Total Liabilities and Equity |
$
3818078.00 |
| Total Revenues |
$
1170321.00 |
| Total Interest Income |
$
|
| Costs and Expenses Applicable to Revenues |
$
1272599.00 |
| Total Interest Expenses |
$
|
| Depreciation and Amortization |
$
0.00 |
| Net Income |
$
-848176.00 |
| Earnings Per Share - Basic |
$
-1.86 |
| Earnings Per Share - Diluted |
$
-1.86 |
| Name of Auditor (if any) | Bush & Associates CPA |
| Name of Class (if any) Common Equity | Common stock |
| Common Equity Units Outstanding | 150000000 |
| Common Equity CUSIP (if any): | 000000000 |
| Common Equity Units Name of Trading Center or Quotation Medium (if any) | N/A |
| Preferred Equity Name of Class (if any) | Preferred stock |
| Preferred Equity Units Outstanding | 50148818 |
| Preferred Equity CUSIP (if any) | 000000000 |
| Preferred Equity Name of Trading Center or Quotation Medium (if any) | N/A |
| Debt Securities Name of Class (if any) | Convertible Notes |
| Debt Securities Units Outstanding | 4495100 |
| Debt Securities CUSIP (if any): | 000000000 |
| Debt Securities Name of Trading Center or Quotation Medium (if any) | N/A |
Check this box to certify that all of the following statements are true for the issuer(s)
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
| Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering |
Tier1
Tier2
|
| Check the appropriate box to indicate whether the financial statements have been audited |
Unaudited
Audited
|
| Types of Securities Offered in this Offering Statement (select all that apply) |
| Equity (common or preferred stock) |
| Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? |
Yes
No
|
| Does the issuer intend this offering to last more than one year? |
Yes
No
|
| Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? |
Yes
No
|
| Will the issuer be conducting a best efforts offering? |
Yes
No
|
| Has the issuer used solicitation of interest communications in connection with the proposed offering? |
Yes
No
|
| Does the proposed offering involve the resale of securities by affiliates of the issuer? |
Yes
No
|
| Number of securities offered | 75000000 |
| Number of securities of that class outstanding | 50148818 |
| Price per security |
$
1.0000 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$
75000000.00 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$
0.00 |
| The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$
0.00 |
| The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$
0.00 |
| Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$
75000000.00 |
| Underwriters - Name of Service Provider | None | Underwriters - Fees |
$
0.00 |
| Sales Commissions - Name of Service Provider | Dalmore Group, LLC | Sales Commissions - Fee |
$
750000.00 |
| Finders' Fees - Name of Service Provider | None | Finders' Fees - Fees |
$
0.00 |
| Accounting or Audit - Name of Service Provider | Bush & Associates CPA | Accounting or Audit - Fees |
$
30000.00 |
| Legal - Name of Service Provider | Dodson Robinette, PLLC | Legal - Fees |
$
45000.00 |
| Promoters - Name of Service Provider | None | Promoters - Fees |
$
0.00 |
| Blue Sky Compliance - Name of Service Provider | Colonial Stock Exchange | Blue Sky Compliance - Fees |
$
18000.00 |
| CRD Number of any broker or dealer listed: | 000315324 |
| Estimated net proceeds to the issuer |
$
74157000.00 |
| Clarification of responses (if necessary) |
| Selected States and Jurisdictions |
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
PUERTO RICO
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)
|
| None | |
| Same as the jurisdictions in which the issuer intends to offer the securities | |
| Selected States and Jurisdictions |
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
PUERTO RICO
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)
|
None
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Common stock |
| (2) Total Amount of such securities issued | 30245 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $3,400,000 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Common Stock |
| (2) Total Amount of such securities issued | 52505 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 52505 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued to founders in exchange of original stock owned by founders. |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | 0 |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Preferred stock |
| (2) Total Amount of such securities issued | 16602402 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 47,495 shares of common stock converted into 16,602,402 shares of preferred stock. |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Preferred stock |
| (2) Total Amount of such securities issued | 3895000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Extinguish royalty payments totaling $3,500,000 and agreement for cash payments from this offering of $2,755,000 to eliminate additional $5,679,200 in contingent royalty payments (total of $9,179,200). |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Preferred stock and common stock |
| (2) Total Amount of such securities issued | 172661916 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 52505 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Exchange of 52,505 shares of common stock for 150,000,000 shares of common stock and 22,661,916 shares of preferred stock through restructuring |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Exchange of 52,505 shares of common stock for 150,000,000 shares of common stock and 22,661,916 shares of preferred stock through restructuring |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Preferred stock |
| (2) Total Amount of such securities issued | 1300000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 1200000 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | For participation in facilities purchase which an estimated value of $1,200,000 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | For participation in facilities purchase which an estimated value of $1,200,000 |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Common stock and Preferred stock |
| (2) Total Amount of such securities issued | 7214500 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 7214500 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Services provided to Company |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Services provided to Company |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Common stock and Preferred stock |
| (2) Total Amount of such securities issued | 26000000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Services provided to Company |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Preferred stock |
| (2) Total Amount of such securities issued | 750000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 750000 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | None |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | 0 |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Convertible notes |
| (2) Total Amount of such securities issued | 4495100 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $4,495,100. Based upon a qualification date of March 31, 2025, the notes will convert into 16,139,799 Preferred shares upon qualification. If qualified after that date, the interest due and thus the number of shares issued upon qualification shall increase. The conversion rate for the notes ranges from $0.17 to $0.50 at the date of conversion and the interest rate for the notes ranges from 0% to 12% annually |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Preferred stock |
| (2) Total Amount of such securities issued | 9500000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 9500000 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Services to the Company |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Services to the Company |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Endless Corporation |
| (b)(1) Title of securities issued | Common stock |
| (2) Total Amount of such securities issued | 700000000 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 700000000 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Services to the Company |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Services to the Company |
| (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | Exempt transaction under 4(a)(2) and 3(a)(9). |