Form 1-A - Offering Statement [Regulation A]

The registrant is submitting this draft offering statement for non-public review pursuant to

Rule 252(d) of Regulation A under the Securities Act of 1933, as amended.

Preliminary Offering Circular dated July 15, 2024

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). 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 SEC 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.

INTERNATIONAL STAR, INC.

2,000,000,000 Units

By this Offering Circular, International Star, Inc., a Nevada corporation (the “Company”) is offering for sale a maximum (the “Maximum Offering”) of 2,000,000,000 Units (the “Units”), at a purchase price of $0.001 USD per Unit, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). Each Unit is comprised of one share of common stock, par value $0.001 (a “Common Stock”), and one Common Share purchase warrant (each whole warrant, a “Warrant”) to purchase one additional Common Share (a “Warrant Share”) at an exercise price of $0.001 USD per Warrant Share, subject to certain adjustments, over a 60-month exercise period following the date of issuance of the Warrant. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Units that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. The minimum investment established for each investor is $50,000, unless such minimum is waived by the Company in its sole discretion. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Units will not be entitled to a refund and could lose their entire investments. Please see the “Risk Factors” section, beginning on page 5, for a discussion of the risks associated with a purchase of the Units.

We estimate that this offering will commence within two days of qualification; this offering will terminate at the earliest of (a) the date on which the Maximum Offering has been sold, or (b) the date which is one year from this offering being qualified by the SEC. (See “Plan of Distribution”).

Title of Each Class of Securities to be Qualified	Amount to be Qualified		Price to Public (1)		Underwriting Discount and Commissions (2)		Proceeds to the Company (3)
Units, each consisting of:
One Common Share and One Warrant		2,000,000,000	$	0.001	$	0.00	$	2,000,000
Common Shares underlying Warrants		2,000,000,000	$	0.001	$	0.00	$	2,000,000
Total Maximum Offering (3)			$	4,000,000	$	0.00	$	4,000,000

1)	All amounts in this chart and circular are in U.S. dollars unless otherwise indicated. The Offering is being made directly to investors by the management of the Company on a “best efforts” basis. Accordingly, there are no underwriting fees or commissions currently associated with this offering; however, the Company may engage sales associates after this offering commences and we reserve the right to offer the Units through broker-dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”).

(2)	We may offer the Units through registered broker-dealers and we may pay finders. Information as to any such broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.

(3)	The amounts shown are before deducting our organization and offering costs, which include legal, accounting, printing, due diligence, marketing, selling and other costs incurred in the Offering of the Units (See “Use of Proceeds” and “Plan of Distribution”). We expect to incur approximately $50,000 in expenses relating to this offering. The Total Maximum Offering amounts include the aggregate price and future aggregate potential proceeds of $2,000,000 with respect to the Warrant Shares if all 2,000,000,000 Units are sold and all 2,000,000,000 Warrant Shares are sold upon exercise of the Warrants issued in the Offering.

Our common stock trades under the symbol “ILST” in the OTC Pink marketplace of OTC Link. On July 15, 2024, the closing price of our common stock was $.0014 per share.

Investing in the Units is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Special 2021 Series A Preferred Stock, which preclude current and future owners of our common stock, including the Units, from influencing any corporate decision. The Special 2021 Series A Preferred Stock has the following voting rights: the shares of Special 2021 Series A Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and represent 60% of all votes entitled to be voted at any annual or special meeting of our shareholders. ILST Holdco LLC, a Delaware limited liability company, is the owner of all of the outstanding shares of the Special 2021 Series A Preferred Stock. Avi Minkowitz, a Director of the Company, is the Manager of ILST Holdco LLC, and will therefore be able to control the management and affairs of our Company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Units”).

THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED IN, 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. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Units.

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law Exemption” and “The Offering - Investor Suitability Standards” (page 17). Before making any representation that you satisfy the established investor suitability standards, 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.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Offering Circular is July 15, 2024.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
OFFERING SUMMARY	1
RISK FACTORS	5
DILUTION	15
PLAN OF DISTRIBUTION	16
USE OF PROCEEDS	20
DESCRIPTION OF SECURITIES	22
THE BUSINESS	24
MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS	27
DIRECTORS, EXECUTIVE OFFICERS & CORPORATE GOVERNANCE	30
EXECUTIVE COMPENSATION	31
SECURITY OWNERSHIP OF MANAGEMENT & CERTAIN SECURITY HOLDERS	32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	33
LEGAL MATTERS	34
WHERE YOU CAN FIND MORE INFORMATION	35
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

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

Unless otherwise indicated, data contained in this Offering Circular concerning the business of the Company are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. The risk factors are contained under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

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

OFFERING SUMMARY

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

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

As used in this Offering Circular, unless the context indicates otherwise, the terms “Company,” “we,” “our,” “us,” “ILST,” or words of like import mean the activities of and the assets and liabilities of the business and operations of International Star, Inc., and its direct and indirect subsidiaries. All references in this Offering Circular to “years” and “fiscal years” means the twelve-month period ended December 31.

This Offering Circular contains a fair summary of the material terms of documents summarized herein. All concepts, goals, estimates and business intentions are revealed and disclosed as such are known to management as of the date of this Offering Circular. Circumstances may change so as to alter the information presented herein at a later date. This material will be updated by Amendment to this document and by means of press releases or other communications to Shareholders. You should carefully read the entire Offering Circular, including the risks associated with an investment in the Company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Industry And Market Data

Although we are responsible for all disclosure contained in this Offering Circular, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the machine vision for manufacturing industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this Offering Circular.

Overview of the Company

International Star Inc. has historically been focused on mineral property interests. In June 2022, a controlling stake in International Star was acquired by ILST Holdco LLC.

On August 24, 2022, the Company entered into a transaction to acquire Budding Equity, Inc. (the “Acquiree” or “Budding”), a Canadian company that partners with movie studios and celebrities to monetize their intellectual property (IP) in the burgeoning global cannabis industry, using best in class manufacturers and distributors. The Company closed on an initial interest of 6% in the common stock of Budding and secured an option to acquire the remaining 94% within 12 months (the “Transaction”). On November 9, 2022, the Company acquired an additional 1.5% of Budding’s common stock, bringing its total interest in the common stock of Budding to 7.5%.

On February 14, 2023, the Company completed its acquisition of Budding (the “Acquisition”), and the Company became the sole owner of all of Budding’s outstanding shares, making Budding the Company’s wholly-owned subsidiary. As of February 14, 2023, upon the completion of the Acquisition, the Company ceased to be a shell company. With the Budding acquisition, the Company is now operating an established cannabis royalty business with significant licensing agreements in place. This business generates royalty revenues from both the sale of celebrity cannabis strains (in multiple states) as well as licensed and branded cannabis-related hardware.

Additional information on the Company can be found within this Offering Circular.

Regulation A+

We are offering our Common Stock pursuant to recently adopted rules of the Securities and Exchange Commission 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 1” of Regulation A+, which allows us to offer of up to $20 million in a 12-month period.

The Offering


Issuer:		International Star, Inc.

Securities Offered:		A maximum of 2,000,000,000 units (the “Units”) at an offering price of $0.001 USD per Unit, each Unit being comprised of: ·one share of common stock, $.001 par value per shares (the “Common Shares”) of the Company; and ·one Common Share purchase warrant (each a “Warrant”) to purchase one additional Common Share (a “Warrant Share”) at an exercise price of $0.001 USD per share, subject to customary adjustments, over a 60-month exercise period following the date of issuance of the Warrant, as described in the Warrant Agreement, attached hereto as Exhibit 6.1.

Common Stock outstanding before the Offering:		1,936,364,391 shares issued and outstanding as of the date hereof.

Warrant Shares Offered:		A maximum of 2,000,000,000 Warrant Shares at an exercise price of $0.001 USD per Warrant Share, subject to customary adjustments, over a 60-month exercise period following the date of issuance of the Warrant, as described in the Warrant Agreement, attached hereto as Exhibit 6.1.

Common Stock outstanding after the Offering:		5,936,364,391 shares of Common Stock if the Maximum Offering is sold and all Warrants are exercised.

Minimum Number of Units to Be Sold in This Offering:		None.

Disparate Voting Rights:		Our outstanding shares of Special 2021 Series A Preferred Stock possess superior voting rights, which preclude current and future owners of our common stock, including the Units, from influencing any corporate decision. The Special 2021 Series A Preferred Stock has the following voting rights: the shares of Special 2021 Series A Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 60% of all votes entitled to be voted at any annual or special meeting of our shareholders. ILST Holdco LLC, a Delaware limited liability company, is the owner of all of the outstanding shares of the Special 2021 Series A Preferred Stock. Avi Minkowitz, a Director of the Company, is the Manager of ILST Holdco LLC, and will therefore, be able to control the management and affairs of our Company, as well as matters requiring approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Units,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Transactions.”)

Investor Suitability Standards:		The Units may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Market for Common Stock:		Our common stock is quoted in the over-the-counter market under the symbol “ILST” in the OTC Pink marketplace of OTC Link.

Termination of this Offering:		This offering will terminate at the earliest of (a) the date on which the Maximum Offering has been sold and (b) the date which is one year from this offering circular being qualified by the SEC.

Use of Proceeds:		We will use the net proceeds for working capital, and such other purposes described in the “Use of Proceeds” section of this Offering Circular.

Risk Factors:		Investing in our Common Stock involves a high degree of risk. See “Risk Factors.”

Corporate Information:		Our principal executive offices are located at The Green, STE 13940, Dover, DE, 19901; our corporate website is located at www.ilstinc.com. No information found on our company’s website is part of this Offering Circular

Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to update certain issuer information by electronically filing a Form 1-Z exit report with the Commission on EDGAR not later than 30 calendar days after the termination or completion of an offering. We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and, as appropriate, other supplemental reports, with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Offering Circular, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, or results of operations could suffer. In that case, the trading price of our shares of Common Stock could decline and you may lose all or part of your investment. See “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Offering Circular.

Risks Related to Our Business

OUR ABILITY TO CONTINUE AS A GOING CONCERN IS IN SUBSTANTIAL DOUBT ABSENT OUR OBTAINING ADEQUATE NEW DEBT OR EQUITY FINANCINGS. Our continued existence is dependent upon us obtaining adequate working capital to fund all of our planned operations and acquisitions. Working capital limitations continue to impinge on our day-to-day operations, thus contributing to continued operating losses. If we are unable to raise funds to fund our acquisitions we may not be able to continue as a going concern and you would lose your investment. We have incurred accumulated operating losses since inception and, as of December 31, 2023, we had an accumulated deficit of $8,653,481 (unaudited). If the Company is able to raise the necessary funds to execute its business plan or if the Company earns any revenues from its business operations, some of these funds will have to be used to pay off the outstanding debt of the Company.

Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, AND WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS OR CEASE OPERATIONS ALTOGETHER. We need additional capital to fund our operations and we may not be able to obtain such capital, which would cause us to limit or cease our operations entirely. The conditions of the global credit markets may adversely affect our ability to raise capital in the future. If adequate additional financing is not available on reasonable terms or at all, we may not be able to execute our business plans and may have to modify them accordingly or even suspend them.

Even if we do find a source of additional capital, we may not be able to negotiate favorable terms and conditions for receiving the additional capital. Any future capital investments will dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to us or, if available, will be on terms favorable to us.

LOSS OF KEY PERSONNEL CRITICAL FOR MANAGEMENT DECISIONS WOULD HAVE AN ADVERSE IMPACT ON OUR BUSINESS. Our success depends upon the continued contributions of our executive officers and/or key employees, particularly with respect to providing the critical management decisions and contacts necessary to manage acquisitions, product development, marketing, and growth within our industry. Competition for qualified personnel can be intense and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to attract and retain these personnel. The loss of the services of any of our executive officers or other key employees for any reason could have a material adverse effect on our business, operating results, financial condition, and cash flows.

UNPREDICTABLE EVENTS, SUCH AS THE COVID-19 OUTBREAK, AND ASSOCIATED BUSINESS DISRUPTIONS COULD SERIOUSLY HARM OUR FUTURE REVENUES AND FINANCIAL CONDITION, DELAY OUR OPERATIONS, INCREASE OUR COSTS AND EXPENSES, AND AFFECT OUR ABILITY TO RAISE CAPITAL. Unpredictable events, such as extreme weather conditions, acts of God and medical epidemics such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The World Health Organization has since declared the outbreak to constitute a pandemic. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers and our sales cycles, impact on our customer, employee or industry events, and effect on our vendors, all of which are uncertain and cannot be predicted.

At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain. Additionally, COVID-19 has caused significant disruptions to the global financial markets, which could impact our ability to raise additional capital. There is also a risk that other countries or regions may be less effective at containing COVID-19, or it may be more difficult to contain if the outbreak reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly.

Risks Related to Our Acquisition of Budding Equity, Inc.

Budding currently generates royalties via sales in two segments: royalty revenue generated from celebrity cannabis strains (the “Cannabis Segment”) that are sold across various states, and royalty revenue generated by sales of licensed and branded hardware (the “Hardware Segment”).

The following risk factors relate to our wholly owned subsidiary, Budding Equity, Inc.

DUE TO OUR INVOLVEMENT IN THE CANNABIS INDUSTRY, WE MAY HAVE A DIFFICULT TIME OBTAINING THE VARIOUS INSURANCES THAT ARE DESIRED TO OPERATE OUR BUSINESS, WHICH MAY EXPOSE US TO ADDITIONAL RISK AND FINANCIAL LIABILITIES. Insurance that is otherwise readily available, such as workers' compensation, general liability, and directors and officer's insurance, is more difficult for us to find and more expensive, because we are a service provider to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities. We do not carry general liability insurance. Because we may be limited in the types of insurance coverage we can obtain, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations or result in other negative material impacts to our business.

UNFAVORABLE PUBLICITY OR CONSUMER PERCEPTION OF BUDDING’S PRODUCTS OR ANY SIMILAR PRODUCTS DISTRIBUTED BY OTHER COMPANIES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND FINANCIAL CONDITION. We believe Budding’s product sales will be highly dependent on consumer perception of the safety, quality and efficacy of the products as well as similar or other products distributed and sold by other companies. Consumer perception of the products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention, and other publicity including publicity regarding the legality, safety or quality of particular ingredients or products and cannabis markets in general. From time to time, there is unfavorable publicity, scientific research or findings, litigation, regulatory proceedings and other media attention regarding our industry. There can be no assurance that future publicity, scientific research or findings, litigation, regulatory proceedings, or media attention will be favorable to the cannabis markets or any particular product or ingredient, or consistent with earlier publicity, scientific research or findings, litigation, regulatory proceedings or media attention. Adverse publicity, scientific research or findings, litigation, regulatory proceedings or media attention, whether or not accurate, could have a material adverse effect on our business and financial condition. In addition, adverse publicity, reports or other media attention regarding the safety, quality, or efficacy of our products or ingredients of cannabis products in general, or associating the use of our products or ingredients in general with illness or other adverse effects, whether or not scientifically supported or accurate, could have a material adverse effect on our business and financial condition.

LAWS AND REGULATIONS AFFECTING THE REGULATED INDUSTRIAL HEMP INDUSTRY ARE IN A CONSTANT STATE OF FLUX, WHICH COULD NEGATIVELY AFFECT OUR BUSINESS, AND WE CANNOT PREDICT THE IMPACT THAT FUTURE REGULATIONS MAY HAVE ON US. Local, state and federal industrial hemp laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our business operations. In addition, it is likely that regulations may be enacted in the future that will be directly applicable to our Cannabis related businesses. We are unable to predict the nature of any future laws, regulations, interpretations or applications, nor are we able to determine the effect any such additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our Cannabis related business.

Because Budding operates in the Cannabis industry, it is possible that, in the future, we may have difficulty accessing the service of banks. Budding operates in the Cannabis industry and this could cause us to have difficulty securing services from banks, in the future.

If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of our brands may be diminished, and our business adversely affected. We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we have relationships, as well as trademark protection laws, to protect our proprietary rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brands may be diminished, and the perception of our products may become confused in the marketplace. In such circumstance, our business could be adversely affected.

We could be subject to product liability claims. The sale of our products involves, and will involve, the risk of injury to customers and others. There can be no assurance that the use or consumption of any of one of our products will not cause a health-related illness or that it will not be subject to claims or lawsuits relating to such matters. Any claims or liabilities might not be covered by our insurance. Thus, there is no assurance that we would not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage, resulting in cash outlays that could, if significant enough in nature, materially and adversely affect our results of operations and financial condition.

Risks Related to Compliance and Regulation

WE WILL NOT HAVE REPORTING OBLIGATIONS UNDER SECTIONS 14 OR 16 OF THE SECURITIES EXCHANGE ACT OF 1934; NOR WILL ANY SHAREHOLDERS BE SUBJECT TO REPORTING REQUIREMENTS OF REGULATION 13D, 13G OR REGULATION 14D. So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers and beneficial holders will only be available, if at all, through periodic reports we file with OTC Markets.

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2,000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

THERE MAY BE DEFICIENCIES WITH OUR INTERNAL CONTROLS THAT REQUIRE IMPROVEMENTS. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

AS A NON-LISTED COMPANY CONDUCTING AN EXEMPT OFFERING PURSUANT TO REGULATION A, WE ARE NOT SUBJECT TO A NUMBER OF CORPORATE GOVERNANCE REQUIREMENTS, INCLUDING THE REQUIREMENTS FOR INDEPENDENT BOARD MEMBERS. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

OUR HOLDING COMPANY STRUCTURE MAKES US DEPENDENT ON OUR SUBSIDIARIES FOR OUR CASH FLOW AND COULD SERVE TO SUBORDINATE THE RIGHTS OF OUR SHAREHOLDERS TO THE RIGHTS OF CREDITORS OF OUR SUBSIDIARIES, IN THE EVENT OF AN INSOLVENCY OR LIQUIDATION OF ANY SUCH SUBSIDIARY. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of the Units

THE OFFERING PRICE OF THE UNITS WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SHARES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL. The terms of this offering were determined arbitrarily by us. The offering price for the Units does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Units should not be considered as an indication of any intrinsic value of such securities. (See “Dilution.”)

THERE MAY BE LITTLE TO NO VOLUME IN THE TRADING OF OUR COMMON STOCK. There can no assurance that our Common Stock shares will maintain a sufficient trading market sufficient for the shares in this offering. If no active trading market for our Common Stock is sustained following this Offering, you may be unable to sell your shares when you wish to sell them or at a price that you consider attractive or satisfactory. The lack of an active market may also adversely affect our ability to raise capital by selling securities in the future or impair our ability to license or acquire other product candidates, businesses, or technologies using our shares as consideration.

OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO SELL YOUR SHARES FOR MORE THAN WHAT YOU PAID OR AT ALL. Our stock price may be subject to significant volatility, and you may not be able to sell shares of Common Stock at or above the price you paid for them or at all. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

	·	quarterly variations in our operating results;
	·	operating results that vary from the expectations of investors;
	·	changes in expectations as to our future financial performance, including financial estimates by investors;
	·	reaction to our periodic filings, or presentations by executives at investor and industry conferences;
	·	changes in our capital structure;
	·	announcements of innovations or new services by us or our competitors;
	·	announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
	·	lack of success in the expansion of our business operations;
	·	announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;
	·	additions or departures of key personnel;
	·	asset impairment;
	·	temporary or permanent inability to operate our retail location(s); and
	·	rumors or public speculation about any of the above factors.

Further, price and volume fluctuations result in volatility in the price of our common stock, which could cause a decline in the value of our Common Stock. Price volatility of our common stock might worsen if the trading volume of our Common Stock is low. The realization of any of the above risks or any of a broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and material adverse impact on the market price of our Common Stock.

YOU MAY NEVER REALIZE ANY ECONOMIC BENEFIT FROM A PURCHASE OF THE UNITS. Because our common stock is volatile and thinly traded, there is no assurance that you will ever realize any economic benefit from your purchase of the Units.

OUR SHARES OF COMMON STOCK ARE PENNY STOCK, WHICH MAY IMPAIR TRADING LIQUIDITY. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

THE MARKET FOR PENNY STOCKS HAS SUFFERED IN RECENT YEARS FROM PATTERNS OF FRAUD AND ABUSE. Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

	·	control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
	·	manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	·	boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
	·	excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and
	·	the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

AS AN ISSUER OF PENNY STOCK, THE PROTECTION PROVIDED BY THE FEDERAL SECURITIES LAWS RELATING TO FORWARD LOOKING STATEMENTS DOES NOT APPLY TO US. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

OUR SECURITIES ARE CURRENTLY TRADED ON THE OTCMARKETS®, WHICH MAY NOT PROVIDE AS MUCH LIQUIDITY FOR OUR INVESTORS AS MORE RECOGNIZED SENIOR EXCHANGES SUCH AS THE NASDAQ STOCK MARKET OR OTHER NATIONAL OR REGIONAL EXCHANGES. Our Common Stock is currently listed on the OTCMarkets®, with a trading symbol of ILST. The OTC Markets are inter-dealer, over-the-counter markets that provide significantly less liquidity than the NASDAQ Stock Market or other national or regional exchanges. Securities traded on the OTC Markets are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets. Quotes for stocks included on the OTC Markets are not listed in newspapers. Therefore, prices for securities traded solely on the OTC Markets may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR COMMON STOCK. FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of Common Stock, and thereby depress our price per share of Common Stock.

BECAUSE DIRECTORS AND OFFICERS CURRENTLY AND FOR THE FORESEEABLE FUTURE WILL CONTINUE TO CONTROL ILST, IT IS NOT LIKELY THAT YOU WILL BE ABLE TO ELECT DIRECTORS OR HAVE ANY SAY IN THE POLICIES OF ILST. Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. ILST Holdco LLC, owns all of the outstanding shares of our Special 2021 Series A Preferred Stock. ILST Holdco LLC is managed by a director of the Company. The Special 2021 Series A Preferred Stock has the following voting rights: the shares of Special 2021 Series A Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 60% of all votes entitled to be voted at any annual or special meeting of our shareholders. Therefore, ILST Holdco LLC will be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management”).

A SIGNIFICANT NUMBER OF OUR SHARES WILL BE ELIGIBLE FOR SALE AND THEIR SALE OR POTENTIAL SALE MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE. As additional shares of our Common Stock become available for resale in the public market pursuant to this offering, and otherwise, the supply of our Common Stock will increase, which could decrease its price. If our stockholders sell, or the market perceives that our stockholders intend to sell for various reasons, substantial amounts of our Common Stock in the public market, including shares issued in connection with the exercise of outstanding options or warrants, the market price of our Common Stock could fall. Sales of a substantial number of shares of our Common Stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

FUTURE SALES OF OUR COMMON STOCK, OR THE PERCEPTION IN THE PUBLIC MARKETS THAT THESE SALES MAY OCCUR, COULD REDUCE THE MARKET PRICE OF OUR COMMON STOCK. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

AN INVESTMENT IN THE COMPANY’S COMMON STOCK IS EXTREMELY SPECULATIVE AND THERE CAN BE NO ASSURANCE OF ANY RETURN ON ANY SUCH INVESTMENT. Our Common Stock is currently quoted on the OTC Pink Tier 1 maintained by OTC Markets Group, Inc. under the symbol “ILST”; however, an investment in the Company’s Common Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, many of which we have little or no control over. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

WE MAY NOT BE ABLE TO MAINTAIN A LISTING OF OUR COMMON STOCK. To maintain our listing on the OTCPNK exchange, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the maintenance requirements for continued listing of our Common Stock, our Common Stock may be delisted. In addition, our board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Common Stock from the OTCPNK Market may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. In addition, in order to maintain our listing, we will be required to, among other things, file our regular quarterly reports on otcmarkets.com. The post-qualification amendment of the Offering Statement is subject to review by the SEC, and there is no guarantee that such amendment will be qualified promptly after filing. Any delay in the qualification of the post-qualification amendment may cause a delay in the trading of offering Shares. For all of the foregoing reasons, you may experience a delay between the closing of your purchase of shares of our Common Stock and the commencement of exchange trading of our Common Stock. In addition, the delisting of our Common Stock could significantly impair our ability to raise capital.

WE DO NOT EXPECT TO DECLARE OR PAY DIVIDENDS IN THE FORESEEABLE FUTURE. We do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our Common Stock will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.

OUR FAILURE TO MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING COULD HAVE AN ADVERSE IMPACT ON US. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

MANAGEMENT DISCRETION AS TO THE ACTUAL USE OF THE PROCEEDS DERIVED FROM THIS OFFERING. The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” However, we reserve the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which we deem to be in the best interests of the Company and our shareholders in order to address changed circumstances or opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of the Board of Directors with respect to application and allocation of the net proceeds of this Offering. Investors who purchase our Common Stock will be entrusting their funds to our Board of Directors, upon whose judgment and discretion the investors must depend.

GENERAL SECURITIES INVESTMENT RISKS. All investments in securities involve the risk of loss of capital. No guarantee or representation is made that an investor will receive a return of its capital. The value of our Common Stock can be adversely affected by a variety of factors, including development problems, regulatory issues, technical issues, commercial challenges, competition, legislation, government intervention, industry developments and trends, and general business and economic conditions.

MULTIPLE SECURITIES OFFERINGS AND POTENTIAL FOR INTEGRATION OF OUR OFFERINGS. We are currently and will in the future be involved in one or more additional offers of our securities in other unrelated securities offerings. Any two or more securities offerings undertaken by us could be found by the SEC, or a state securities regulator, agency, to be “integrated” and therefore constitute a single offering of securities, which finding could lead to a disallowance of certain exemptions from registration for the sale of our securities in such other securities offerings. Such a finding could result in disallowance of one or more of our exemptions from registration, which could give rise to various legal actions on behalf of a federal or state regulatory agency and the Company.

THE OFFERING IS NOT REVIEWED BY INDEPENDENT PROFESSIONALS. We have not retained any independent professionals to review or comment on this Offering or otherwise protect the interest of the investors hereunder. Although we have retained our own counsel, neither such counsel nor any other counsel has made, on behalf of the investors, any independent examination of any factual matters represented by management herein. Therefore, for purposes of making a decision to purchase our Common Stock, you should not rely on our counsel with respect to any matters herein described. Prospective investors are strongly urged to rely on the advice of their own legal counsel and advisors in making a determination to purchase our Common Stock.

WE CANNOT GUARANTEE THAT WE WILL SELL ANY SPECIFIC NUMBER OF COMMON SHARES IN THIS OFFERING. There is no minimum offering and no commitment by anyone to purchase all or any part of the Units offered hereby and, consequently, we can give no assurance that all of the Units shares in this Offering will be sold. Additionally, there is no underwriter for this Offering; therefore, you will not have the benefit of an underwriter’s due diligence efforts that would typically include the underwriter being involved in the preparation of this Offering Circular and the pricing of our Units offered hereunder. Therefore, there can be no assurance that this Offering will be successful or that we will raise enough capital from this Offering to further our development and business activities in a meaningful manner. Finally, prospective investors should be aware that we reserve the right to withdraw, cancel, or modify this Offering at any time without notice, to reject any subscription in whole or in part, or to allot to any prospective purchaser fewer Units than the number for which he or she subscribed.

INVESTORS WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE BOOK VALUE OF THEIR INVESTMENT, AND WILL EXPERIENCE ADDITIONAL DILUTION IN THE FUTURE. If you purchase our Common Stock in this Offering, you will experience immediate and substantial dilution because the price you pay will be substantially greater than the net tangible book value per share of the shares you acquire. Since we will require funds in addition to the proceeds of this Offering to conduct our planned business, we will raise such additional funds, to the extent not generated internally from operations, by issuing additional equity and/or debt securities, resulting in further dilution to our existing stockholders (including purchasers of our Common Stock in this Offering).

WE MAY BE UNABLE TO MEET OUR CURRENT AND FUTURE CAPITAL REQUIREMENTS FROM CAPITAL RAISED BY THIS OFFERING. Our capital requirements depend on numerous factors, including but not limited to the rate and success of our development efforts, marketing efforts, market acceptance of our products and services and other related services, our ability to establish and maintain our agreements with the services currently operating, our ability to maintain and expand our user base, the rate of expansion of our user community, the level of resources required to develop and operate our products and services, information systems and research and development activities, the availability of software and services provided by third-party vendors and other factors. The capital requirements relating to further acquisitions and the continued and expanding operations of our business segments will be significant. We cannot accurately predict the timing and amount of such capital requirements. However, we are dependent on the proceeds of this Offering as well as additional financing that will be required in order to operate our business segments and execute on our business plans. However, in the event that our plans change, our assumptions change or prove to be inaccurate, or if the proceeds of this Offering prove to be insufficient to operate our business segments, we would be required to seek additional financing sooner than currently anticipated. There can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Furthermore, any additional equity financing may dilute the equity interests of our existing shareholders (including those purchasing shares pursuant to this Offering), and debt financing, if available, may involve restrictive covenants with respect to dividends, raising future capital and other financial and operational matters. If we are unable to obtain additional financing as and when needed, we may be required to reduce the scope of our operations or our anticipated business plans, which could have a material adverse effect on our business, operating results and financial condition.

THE PREPARATION OF OUR FINANCIAL STATEMENTS INVOLVES THE USE OF ESTIMATES, JUDGEMENTS AND ASSUMPTIONS, AND OUR FINANCIAL STATEMENTS MAY BE MATERIALLY AFFECTED IF SUCH ESTIMATES, JUDGEMENTS OR ASSUMPTIONS PROVE TO BE INACCURATE. Financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) typically require the use of estimates, judgments and assumptions that affect the reported amounts. Often, different estimates, judgments and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. These estimates, judgments and assumptions are inherently uncertain and, if our estimates were to prove to be wrong, we would face the risk that charges to income or other financial statement changes or adjustments would be required. Any such charges or changes could harm our business, including our financial condition and results of operations and the price of our securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our consolidated financial statements and our business.

IF SECURITIES INDUSTRY ANALYSTS DO NOT PUBLISH RESEARCH REPORTS ON US, OR PUBLISH UNFAVORABLE REPORTS ON US, THEN THE MARKET PRICE AND MARKET TRADING VOLUME OF OUR COMMON STOCK COULD BE NEGATIVELY AFFECTED. Any trading market for our Common Stock will be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our Common Stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage or us, the market price and market trading volume of our Common Stock could be negatively affected.

OUR MANAGEMENT HAS BROAD DISCRETION AS TO THE USE OF CERTAIN OF THE NET PROCEEDS FROM THIS OFFERING. We intend to use a significant portion of the net proceeds from this Offering (if we sell all of the shares being offered) for working capital and other general corporate purposes. However, we cannot specify with certainty the particular uses of such proceeds. Our management will have broad discretion in the application of the net proceeds designated for use as working capital or for other general corporate purposes. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this Offering in ways that holders of our Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this offering in a manner that does not produce income or that loses value. Please see “Use of Proceeds” below for more information.

The foregoing risk factors are not to be considered a definitive list of all the risks associated with an investment in our Offered Units. This Offering Circular contains forward-looking statements that are based on our current expectations, assumptions, estimates, and projections about our business, our industry, and the industry of our clients. When used in this Offering Circular, the words “expects,” anticipates,” “estimates,” “intends,” “believes” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The cautionary statements made in this Offering Circular should be read as being applicable to all related forward-looking statements wherever they appear in this Offering Circular.

DILUTION

If you purchase Units in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net book value (deficit) as of December 31, 2023, is ($0.00) per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering:

Percentage of shares offered that are sold		25%		50%		75%		100%
Price to the public charged for each share in this offering	$	0.001	$	0.001	$	0.001	$	0.001
Net tangible book value per share as of December 31, 2023 (1)	$	0.00	$	0.00	$	0.00	$	0.00
Increase (Decrease) in net tangible book value per share attributable to new investors in this offering	$	0.00	$	0.00	$	0.00	$	0.00
Net tangible book value per share, after this offering	$	0.00	$	0.00	$	0.00	$	0.00
Dilution per share to new investors	$	0.001	$	0.001	$	0.001	$	0.001

———————

(1)	Based on Total Equity (deficit) as of December 31, 2023, of ($1,242,332) and 1,936,364,391 outstanding shares of Common Stock.

PLAN OF DISTRIBUTION

The shares are being offered by us on a “best-efforts” basis by our officers, directors, and employees, and possibly with the assistance of independent consultants, and finders. As of the date of this Offering Circular, unless otherwise permitted by applicable law, we do not intend to accept subscriptions from investors in this Offering who reside in certain states, unless and until the Company has complied with each such states’ registration and/or qualification requirements.

There is no aggregate minimum to be raised for the Offering to become effective and therefore the Offering will be conducted on a “rolling basis.” This means we will be entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, offering expenses, reimbursements, and other uses as more specifically set forth in the “Use of Proceeds” contained elsewhere in this Offering Circular.

We may pay finder’s fees to persons who refer investors to us. We may also pay consulting fees to consultants who assist us with the Offering, based on invoices submitted by them for advisory services rendered. Consulting compensation, and finder’s fees may be paid in cash, Common Stock, or warrants to purchase our Common Stock. We may also issue shares and grant stock options or warrants to purchase our Common Stock to finders and consultants and reimburse them for due diligence and marketing costs on an accountable or non-accountable basis.

We have not entered selling agreements with any broker-dealers to date, though we may engage a FINRA registered broker-dealer firm for offering administrative services. Participating broker-dealers, if any, and others may be indemnified by us with respect to this offering and the disclosures made in this Offering Circular.

Offering Period and Expiration Date

Our series offerings are conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of a particular series is continuous, active sales of series interests may happen sporadically over the term of the offering. The term of each series offering will commence within two calendar days after the qualification date of the offering statement of which this offering circular is a part. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC.

Procedures for Subscribing

If you decide to subscribe for our Common Stock shares in this Offering, you should:

	1.	Electronically receive, review, execute, and deliver to us a subscription agreement; and
	2.	Deliver funds directly by wire or electronic funds transfer via ACH to the Company’s bank account designated in the Company’s subscription agreement.

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

Minimum Purchase Requirements

The minimum investment amount is fifty thousand Dollars ($50,000.00).

Right to Reject Subscriptions

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

Acceptance of Subscriptions

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

Under Rule 251 of Regulation A, non-accredited, investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds, which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

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

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

Forum Selection Provision

The subscription agreement includes a forum selection provision that requires that, to the fullest extent permitted by applicable law, subscribers bring any claims against the Company based on the subscription agreement in a state or federal court of competent jurisdiction in the State of Delaware. The forum selection provision may limit investors’ ability to bring claims in a judicial forum that they believe is favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision since Delaware has a well-developed framework for contract law and seeks to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows our officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the company. The foregoing notwithstanding, if there is an applicable law that does not permit such forum selection (e.g., the Exchange Act or the Securities Act), then the forum selection provision would not be permissible and, therefore, not applicable. We hereby confirm that the forum selection provision in our subscription agreement does not apply to federal securities law claims.

State Law Exemptions

This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Shares in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Shares involves substantial risks and possible loss by investors of their entire investments (See “Risk Factors”).

The Shares have not been qualified under the securities laws of any state or jurisdiction. However, in the case of each state in which we sell the Shares, we may qualify the Shares for sale with the applicable state securities regulatory body or we will sell the Shares pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Investor Suitability Standards

The Units may only be purchased by investors residing in a state in which this Offering Circular is duly qualified or where such qualification is not required, and who have the financial capacity to hold the investment for an indefinite amount of time.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed Ten Percent (10%) of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed Ten Percent (10%) of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

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

In order to purchase our Common Stock shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the Ten Percent (10%) of net worth or annual income limitation on investment in this Offering.

Advertising, Sales and Other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Units, these materials will not give a complete understanding of our company, this offering or the Units and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular, and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Units.

Issuance of Certificates

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will issue a certificate or certificates representing such investor’s purchased Units, but the Company reserves the right to issue the Units in “book entry” with our transfer agent. If the Units are registered in book entry, you will not receive a certificate but will receive an account statement from our transfer agent acknowledging the number of Units you own.

Transferability of the Units

The shares of Common Stock issued in connection with a purchase of the Units will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Incorporation of Information by Reference

The SEC allows us to “incorporate by reference” into this offering circular the information we file with the SEC, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is considered part of this offering circular. Any information incorporated by reference will automatically be deemed to be modified or superseded to the extent that information in this offering circular or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.

We urge you to carefully read this offering circular and the documents incorporated by reference herein, before purchasing any shares of Common Stock offered under this offering circular. This offering circular may add or update information contained in the documents incorporated by reference herein. To the extent that any statement that we make in this offering circular is inconsistent with statements made in the documents incorporated by reference herein, you should rely on the information in this offering circular and the statements made in this offering circular will be deemed to modify or supersede those made in the documents incorporated by reference herein.

You should rely only on the information contained in this offering circular or incorporated herein by reference. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this offering circular or incorporated herein by reference. You should not rely on any unauthorized information or representation. This offering circular is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this offering circular is accurate only as of the date on the front of the applicable document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this offering circular, or any sale of a security.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this offering circular were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We will provide, without charge and upon oral or written request, to each person, including any beneficial owner, to whom a copy of this offering circular have been delivered, a copy of any of the documents incorporated by reference into this offering circular but not delivered with them. You may obtain a copy of these filings, at no cost, by writing or calling us at International Star, Inc. 8 The Green, STE A, Dover, DE, 19901; 845.762.0006. Exhibits to these filings will not be provided unless those exhibits have been specifically incorporated by reference in this offering circular.

USE OF PROCEEDS TO ISSUER

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Units, and assuming the payment of no sales commissions or finder’s fees, without the exercise of the Warrants. There is, of course, no guaranty that we will be successful in selling any of the Units in this offering.

	25%	50%	75%	100%
Units sold	500,000,000	1,000,000,000	1,500,000,000	2,000,000,000
Gross proceeds	$500,000	$1,000,000	$1,500,000	$2,000,000

Offering expenses (1)	$50,000	$50,000	$50,000	$50,000
Net proceeds	$450,000	$950,000	$1,450,000	$1,950,000

(1)

Offering expenses include the following items, certain of which are estimated for purposes of this table: administrative expenses, legal and accounting fees, publishing/EDGAR and Blue-Sky compliance.

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Units, and assuming the payment of no sales commissions or finder’s fees, with the exercise of the Warrants. There is, of course, no guaranty that we will be successful in selling any of the Units in this offering.

	25%	50%	75%	100%
Units sold	500,000,000	1,000,000,000	1,500,000,000	2,000,000,000
Gross proceeds	$1,000,000	$2,000,000	$3,000,000	$4,000,000

Offering expenses (1)	$50,000	$50,000	$50,000	$50,000
Net proceeds	$950,000	$1,950,000	$2,950,000	$3,950,000

(1)

Offering expenses include the following items, certain of which are estimated for purposes of this table: administrative expenses, legal and accounting fees, publishing/EDGAR and Blue-Sky compliance.

We intend to use the net proceeds from this Offering (i) for general corporate purposes, including, without limitation, for working capital purposes, hiring of technical and administrative personnel & enhancing marketing, and making payments of accounts payable; (ii) to finance future mergers and acquisitions, and capital expenditures, including without limitation the expansion of premises, acquisition of additional rental equipment and transportation, (iii) the payment of indebtedness, (iv) to identify and acquire additional targets, (v) to complete an audit of its financial statements, and (vi) to otherwise improve our financial position to pursue an up-listing to OTCQB.

The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, without including the sale and issuance of the Warrant Shares, assuming the sale of 25%, 50%, 75% and 100% of the Units. All amounts set forth below are estimates.

Percentage of Offering Sold

		25%		50%		75%		100%
Offering Amount	$	500,000	$	1,000,000	$	1,500,000	$	2,000,000
Estimated Offering Expense (1)	$	50,000	$	50,000	$	50,000	$	50,000
Total Net Proceeds (1)	$	450,000	$	950,000	$	1,450,000	$	1,950,000
Working Capital, Payments of accounts payable	$	112,500	$	237,500	$	362,500	$	487,500
Hiring of technical and administrative personnel	$	6,7500	$	142,500	$	217,500	$	292,500
Financing of capital expenditures (including without limitation additional mergers and acquisitions)	$	90,000	$	190,000	$	290,000	$	390,000
Reduction of Debt (2)	$	135,000	$	28,5000	$	435,000	$	585,000
Capital to pursue an up-listing to OTCQB	$	45,000	$	95,000	$	145,000	$	195,000

———————

(1)	In the event that our estimated offering expenses are less than the amounts indicated above, any such excess funds shall be applied toward our acquisitions, working capital and other corporate purposes.
(2)	Represents net proceeds we intend to utilize to eliminate existing debt within the Company.

The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, including the sale and issuance of the Warrant Shares, assuming the sale of 25%, 50%, 75% and 100% of the Units. All amounts set forth below are estimates.

Percentage of Offering Sold

		25%		50%		75%		100%
Offering Amount	$	1,000,000	$	2,000,000	$	3,000,000	$	3,000,000
Estimated Offering Expense (1)	$	50,000	$	50,000	$	50,000	$	50,000
Total Net Proceeds (1)	$	950,000	$	1,950,000	$	2,950,000	$	3,950,000
Working Capital, Payments of accounts payable	$	237,500	$	487,500	$	737,500	$	987,500
Hiring of technical and administrative personnel	$	142,500	$	292,500	$	442,500	$	592,500
Financing of capital expenditures (including without limitation additional mergers and acquisitions)	$	190,000	$	390,000	$	590,000	$	790,000
Reduction of Debt (2)	$	28,5000	$	585,000	$	885,000	$	1,185,000
Capital to pursue an up-listing to OTCQB	$	95,000	$	195,000	$	295,000	$	395,000

———————

(1)	In the event that our estimated offering expenses are less than the amounts indicated above, any such excess funds shall be applied toward our acquisitions, working capital and other corporate purposes.
(2)	Represents net proceeds we intend to utilize to eliminate existing debt within the Company.

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

DESCRIPTION OF SECURITIES

The following description summarizes certain terms of our capital stock, as in effect upon the completion of this offering. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section you should refer to our amended and restated articles of incorporation (the “Articles”) and bylaws, which are included as exhibits to the Offering Statement of which this Offering Circular forms a part, and to the applicable provisions of Nevada law.

General

Our authorized capital stock consists of 6,000,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, 50 shares of which have been designated Special 2021 Series A Preferred Stock and 168,000 shares of which have been designated Preferred Shares Class B.

As of the date of this Offering Circular, there were 1,936,364,391 shares of Common Stock outstanding, 50 shares of Special 2021 Series A Preferred Stock outstanding, and 72,477 of Preferred Shares Class B outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our Common Stock.

Each share of Common Stock has one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Holders of shares of Common Stock are not entitled to cumulative voting for electing members of the Board. Please refer to the Company’s Articles, bylaws, and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the company’s securities.

Preferred Stock

The following is a summary of the material rights and restrictions associated with our Preferred Stock.

Pursuant to our Articles, the Board is empowered to authorize and issue preferred stock and to fix the designations, preferences and rights of the preferred stock pursuant to a board resolution. Our Board may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our Common Stock, diluting the voting power of our Common Stock, impairing the liquidation rights of our Common Stock, or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of our Common Stock.

The Company has two classes of Preferred Shares: Special 2021 Series A Preferred Stock, and Series B Preferred Stock.

Our Special 2021 Series A Preferred Stock entitles the holder thereof to 60% of all votes entitled to vote at each meeting of stockholders of the Company with respect to any and all matters presented to the stockholders of the Company for their action or consideration. Each share of the Company’s Special 2021 Series A Preferred Stock can be converted into 200,000,000 shares of the Company’s common stock. In the aggregate, all of these 50 shares can be converted into 10,000,000,000 shares of Common Stock. The shares of the Special 2021 Series A Preferred Stock are not entitled to participate in any proceeds available to the Corporation's shareholders upon the liquidation, dissolution or winding up of the Corporation. ILST Holdco LLC owns 50 shares of the Special 2021 Series A Preferred Stock, representing 100% of such class of shares. Avi Minkowitz, a Director of the Company, is the Manager of ILST Holdco LLC, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Units,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

Our Series B Preferred Stock do not have voting rights and does not have any dividend rights. The shares of Series B Preferred Stock are eligible for conversion into Common Stock, subject to the following terms: (i) All unconverted shares of Series B Preferred Stock may be redeemed by the Company at any time for a cash payment equal to Ten Dollars ($10.00 USD) per share of Series B Preferred Stock. All Series B Preferred Stock that is so redeemed shall immediately be transferred by the Holder to the Company; (ii) The shares of Series B Preferred Stock may not be converted by the Holders of said shares until the earlier of: (a) a Registration Statement covering the Common Stock shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or any other Governmental Authority, or (b) a period of at least one year has elapsed since the completion of an audit of the Company’s financial statements by an auditing firm registered with the U.S. Public Company Accounting Oversight Board (“PCAOB”); (iii) The conversion value of each share of Series B Preferred Stock shall be Ten Dollars ($10.00 USD), and the purchase price of the Common Stock into which such Preferred Stock is being converted shall be equal to the average of the daily volume-weighted average price (“VWAP”) of the Common Stock during the five (5) trading days immediately preceding the conversion date, as reported by Bloomberg L.P. The shares of Series B Preferred Stock do not participate in any proceeds available to the Company's shareholders upon the liquidation, dissolution or winding up of the Corporation.

Senior Secured Promissory Note

On August 10, 2022, the Company issued a Senior Secured Convertible Promissory Note with Leonite Fund I, LP (“Leonite”), in the principal amount of up to $625,000 (the “Note”). The note was issued with an original issue discount of $75,000, for gross proceeds of $550,000, to be advanced in one or more tranches, with the original issue discount applied on a pro rata basis of the percentage of the purchase price advanced. Except for the first tranche advanced under the note, the remaining advances are issued at the discretion of Leonite. The loan bears interest at 12% per annum and each tranche matures 12 months following the advance. All payments due under the note are payable at maturity. The note is convertible into common shares at the option of the holder at a fixed price of $0.005 per share. The note has both conversion price protection and anti-dilution protection provisions. The Note is secured by all of the assets of the Company.

On March 16, 2023, the Company and Leonite entered into an amendment to the Note, whereby the amount that could be advanced under the Note was increased to $1,100,000, and the principal amount of the Note was increased to up to $1,250,000.

As of March 31, 2024, the Company received advances for combined total proceeds of $1,198,864. The face value of the Note in connection with these advances amounted to $1,164,773. The difference between the face value of the notes and the net proceeds is comprised of original issue discount and closing fees. As of December 31, 2023, all note discount had been expensed to interest charges, the Convertible Note Balance amounted to $1,164,773, and the Company had accrued $143,951 in interest on the Note.

Warrants

In this Offering, each Unit includes one Common Share and one Common Share Warrant. Each whole Warrant entitles the holder to purchase one Common Share at an exercise price of $___ USD per share, subject to customary adjustments, over a 60-month exercise period following the date of issuance, as described in the Warrant Agreement, attached hereto as Exhibit 6.1.

As additional consideration under the terms of the Senior Secured Convertible Promissory Note, dated August 10, 2022, and issued to Leonite Fund I, LP, the Company issued to Leonite warrants exercisable for 62,500,000 Common Shares. These warrants are exercisable for 60 Months, contain full-ratchet anti-dilution protection provisions, and have an exercise price of $0.005.

Dividend Policy

We plan to retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board and will depend on our financial condition, operating results, capital requirements, and such other factors as our Board deems relevant.

Quotation of Common Stock

OTC Markets Group, Inc.

300 Vesey Street, 12^th Floor
New York, NY 10282

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598, 212-828-8436, www.vstocktransfer.com. The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

THE BUSINESS

History and Overview

International Star, Inc. was incorporated in Nevada in October 1993 (referred to herein as "the Company"). The Company operation was historically focused on exploration of mining claims and mining properties. After abandoning its business and having its charter revoked by the State of Nevada, a shareholder filed a petition for custodianship, with the District Court, Clark County, Nevada, on May 25, 2021. On June 03, 2021, the shareholder was appointed as the custodian of the Company. The Company’s Nevada charter was reinstated on June 4, 2021, and all required reports were filed with the State of Nevada soon after.

In June 2022, a controlling stake in International Star was acquired by ILST Holdco LLC, a limited liability company organized under the laws of the State of Delaware.

On August 24, 2022, the Company entered into a transaction to acquire Budding Equity, Inc., (The “Acquiree” or “Budding”) a Canadian company that partners with movie studios and celebrities to monetize their intellectual property (IP) in the burgeoning global cannabis industry, using best in class manufacturers and distributors. The Company closed on an initial interest of 6% in the common stock of Budding and secured an option to acquire the remaining 94% within 12 months (the “Transaction”). Under the terms of the Transaction, the Company provided Budding with a senior secured loan of up to approximately $545,000 to expand inventory and spur sales growth (the “Loan to Budding”), and the Company would receive 1% of the common stock of Budding for each $50,000 advanced under the Loan to Budding, up to 10%. Upon the closing of the Transaction, the Company advanced $300,000 to Budding and acquired 6% of Budding’s common stock. On November 9, 2022, the Company advanced an additional $75,000 pursuant to the Loan to Budding and acquired an additional 1.5% of Budding’s common stock, bringing its total interest in the common stock of Budding to 7.5%.

On February 14, 2023, the “Company” completed its acquisition of Budding (the “Acquisition”), and the Company became the sole owner of all of Budding’s outstanding shares, making Budding the Company’s wholly-owned subsidiary. As of February 14, 2023, upon the completion of the Acquisition, the Company ceased to be a shell company. With the Budding acquisition, the Company is now operating an established cannabis royalty business with significant licensing agreements in place. This business generates royalty revenues from both the sale of celebrity cannabis strains (in multiple states) as well as licensed and branded cannabis-related hardware.

Prior to the closing of the Acquisition, the Company owned 7.5% of the common stock of Budding. Under the terms of the Acquisition, the Company acquired the remaining 92.5% of the common stock of Budding by issuing a Promissory Note in the amount of $1,094,000 with a zero percent interest rate (0%). On the date of Acquisition, the Company also assumed $50,996 in net liabilities, resulting in total purchase consideration and goodwill of $1,141,666. As of March 31, 2023, the Company fully impaired the goodwill of $1,144,996 resulting in an impairment charge of the same amount on its Consolidated Statements of Operations. At the time of the closing of the Acquisition, the Loan to Budding was terminated and the related indebtedness deemed to be satisfied in full.

Subsequent to the Acquisition, the Company paid down the $1,094,000 Promissory Note by issuing 58,200 Preferred B shares valued at $582,000, and by paying $158,857 in cash during the three months ended March 31, 2023. During the three months ended June 30, 2023, the Company made additional payments of $176,571 against the Promissory Note.

During the three months ended September 30, 2023, the Company made an additional payment of $120,000 against the Promissory Note reducing the outstanding balance due to $56,571. On September 22, 2023, the Company entered into a Modification Agreement (“Modification”) with the Sellers of Budding to reduce the balance due on the Promissory Note from $56,571 to $0, and for the sellers to return 5,723 shares of Preferred B shares they had received valued at $57,230. The Modification arose as a result of the Company receiving assets with a lower value than originally forecast. The total value of the Modification to the Company amounted to $113,801 and reduced the impairment of goodwill to $1,044,577.

Budding is a Canadian company established in 2015 and has since become a notable player in the cannabis industry. With a focus on licensing cannabis-related intellectual property (IP), its most significant achievements lie in its joint venture (JV) partnerships with high-profile celebrities, Ice Cube and Kevin Smith.

The JV partnerships with Ice Cube and Kevin Smith have provided Budding Equity with a unique advantage in the market. These partnerships allow Budding Equity to leverage the brands created by these celebrities. From hardware to smokeable products, Budding Equity capitalizes on the popularity and recognition of these brands to generate continuous and growing royalty revenue.

By licensing out the brands Ice Cube and Kevin Smith created, Budding Equity taps into their established fan bases and extends their influence into the cannabis industry. This strategic approach drives revenue, fosters brand loyalty, and creates a competitive edge in the market.

One of the critical strengths of Budding Equity's business model lies in generating royalty revenue, which means we are separated from and mitigate risks related to manufacturing costs and state-by-state license requirements. As consumers purchase the licensed products, Budding Equity earns royalties on each sale, establishing a recurring revenue stream.

Budding currently generates royalties via sales in two segments: royalty revenue generated from celebrity cannabis strains (the “Cannabis Segment”) that are sold across several US states, and royalty revenue generated by sales of licensed and branded hardware (the “Hardware Segment”).

Budding’s IP portfolio encompasses Ice Cube's “Good Day” and “Fryday” cannabis lines, Kevin Smith's “Snoogens,” “Berzerker” and “Snoochie Boochies” offerings, “Jay and Silent Bob” accessories, and licensing collaborations with Paramount's “Cheech and Chong Up in Smoke” and “Trailer Park Boys.” In addition, during 2023, the Company made two film-related investments, in a film project with the working title, “All My Friends Are Dead” and in a production company, “B Studios,” for a combined aggregate investment of $285,000. All My Friends Are Dead, scheduled for nationwide release in late 2024, is a movie starring Jojo Siwa and Jade Pettyjohn, directed by Marcus Dunstan, writer of Saw 3D. Included in the negotiated production deal terms, Budding will be granted international royalty rights to certain IP of the film, including but not limited to all cannabis-related products. This will allow us to create and market new products included in the film’s script for retail purchase. We believe that this model can be replicated with other film production companies as they develop projects that are “cannabis-culture” related. The investment also entitles us to profits from global sales and distribution of the film, including royalties on future film sales.

Management Team

This management team has a proven record of accomplishment and the technical experience to succeed. The strength of the management team stems from combined expertise in both management and technical areas together with industry contacts.

Todd Masse, CEO

Todd Masse is a distinguished entrepreneur, CEO, and prominent figure within various industries. With a rich professional history spanning over 25 years, Mr. Masse has demonstrated expertise in spearheading success across consumer-packaged goods, technology, real estate, and cannabis sectors.

Throughout his career, Mr. Masse has exhibited the ability to quickly launch and scale ventures, showcasing exceptional leadership that has propelled numerous early-stage companies to market leadership. As a Founder, CEO, CCO, and President of various enterprises, he has orchestrated transformative initiatives, fostering hyper focus on rapid revenue growth and sustainable profitability.

In the realm of cannabis, Mr. Masse's visionary leadership and innovative approach have been particularly noteworthy. Serving as President of Cannabis Compliance Inc., he solidified the company's position as a frontrunner in compliance solutions, ultimately culminating in its acquisition by Deloitte. Additionally, in his role as Chief Commercial Officer (CCO) of Thrive Cannabis, Mr. Masse successfully introduced the Greybeard cannabis brand, pioneering Canada's first BHO and Live Resin products, which significantly contributed to the company's acquisition by Aurora Cannabis.

Over the past decade, Mr. Masse's entrepreneurial acumen has been instrumental in forging strategic partnerships, orchestrating innovative product launches, and executing successful market expansions within the cannabis sector. Furthermore, he remains deeply committed to nurturing aspiring entrepreneurs, offering invaluable insights and mentorship, characterized by a blend of wisdom and candor.

Nochum Greenberg, Chairperson, Secretary, and Director

Nochum has served as a director for the company since July 2022. He served as vice president of Halevi Enterprises, a private equity firm, since 2021. Nochum graduated from Central Yeshiva Tomchei Tmimim Lubavitz in 2009 and holds a degree in Talmudic law. Nochum is an accomplished innovator who brings along years of experience in cultivating organizational resources, having founded and managed multiple businesses over the last decade.

Avi Minkowitz, Director

Avi has served as a director for the Company since October 2022. Avi is a serial entrepreneur, with a successful track record of building and selling 2 companies, and his experience includes positions in real estate acquisition, finance, and management as well as tenure as an executive at a company listed on the TSXV. Avi’s experience includes real estate financing and acquisition, management, debt, and business development at publicly held and private companies. Prior to his career in finance, Avi co-founded two companies that were sold in 2012 and 2018. Avi serves in an advisory role for various startups, real estate financing firms and other businesses.

Dan Rubin, CEO of Budding Equity

Dan has served as CEO of Budding Equity since its founding. Dan’s expertise in identifying emerging markets and investment opportunities, combined with his deep knowledge of creating corporate and product identities, generating marketing channels, and stimulating corporate growth, has provided him with a unique perspective on emerging consumer markets – a perspective that he has leveraged to build a forward-thinking company specializing in licensing and channel development. Before founding Budding Equity, Dan was a prominent marketing executive within the investment management sector, leading the marketing and business development function at several leading Canadian investment firms. Over the length of his tenure in the financial management space, Dan raised over $9 billion in assets and was the recipient of numerous awards, including Morningstar’s ETF Initiative of the Year.

Rob Klein, Manager of Budding Equity

Rob Klein has served as Manager of Budding Equity since its founding. Rob has significant experience raising assets for alternative investment vehicles and has developed first-class products for the past 13 years. He has led global distribution efforts and product development initiatives. Rob’s main efforts have concentrated on raising assets for family offices, pensions, endowments, and investment advisors.

MANAGEMENT’S DISCUSSION & ANALYSIS OF

FINANCIAL CONDITION & RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Significant Accounting Policies and Recent Accounting Pronouncements. We assume no obligation to update any of the forward-looking statements included herein.

Basis of Presentation

Effective February 14, 2023, our company acquired Budding Equity, Inc., an Ontario, Canada, corporation (“Budding”), that partners with movie studios and celebrities to monetize their intellectual property (IP) in the global cannabis industry, using best in class manufacturers and distributors.

Until our acquisition of Budding, our company identified itself as a “shell company.” Effective with our acquisition of Budding on February 14, 2023, our company ceased to be a “shell company.”

Because our company was a “shell company” for several years prior to February 14, 2023, the date we acquired Budding, this section presents information concerning Budding for the periods and as of the dates indicated. This information includes Budding’s financial results, as well as narrative descriptions thereof. In addition, where appropriate, this section presents pro forma financial information, which assumes our company’s acquisition of Budding had occurred on certain prior dates, as indicated.

Results of Operations

Our Company – Years Ended December 31, 2023 and 2022. During 2022, the Company began the process of becoming an operating company culminated by the acquisition of Budding in February 2023. For the year ended December 31, 2023, we incurred operating expenses of $2,285,744 (unaudited), including impairment of goodwill in the amount of $1,044,577 and total other expenses of $126,053 (unaudited), resulting in a net loss of $1,933,403 (unaudited). For the year ended December 31, 2022, we incurred operating expenses of $97,795 (unaudited), and total other expenses of $248,405 (unaudited), resulting in a net loss of $346,200 (unaudited).

Budding – Years Ended December 31, 2022 and 2021. During the year ended December 31, 2022, Budding generated revenues of $506,371 (unaudited), incurred operating expenses of $614,225 (unaudited) and total other income of $3,752 (unaudited), with a net loss of $104,102 (unaudited). During the year ended December 31, 2021, Budding generated revenues of $150,590 (unaudited), incurred operating expenses of $196,300 (unaudited) and total other expenses of $62,894 (unaudited), with a net loss of $108,603 (unaudited).

Year Ended December 31, 2022, Pro Forma. On a combined basis during the year ended December 31, 2022, our company and Budding generated $506,371 (unaudited) in revenues and experienced a net loss of $1,642,389 (unaudited), including a loss of $1,192,087 (unaudited) to record the impairment of goodwill as if the acquisition of Budding had occurred at the beginning of the 2022 year.

Plan of Operation for the Next Twelve Months

In General. We believe that the proceeds of this offering will satisfy our cash requirements for the next twelve months, including but not limited to acquisition financing and working capital for our target acquisitions and our company. To continue expanding operations and finance future acquisitions, we may need to raise additional funds in the next twelve months if our growth cannot be sustained by the revenue generated from increased sales.

Over the coming 12 months, we intend to grow the cashflows of Budding Equity by supporting new licensing and royalty opportunities and expanding existing product offerings within the current licensing and JV partnerships. The proceeds of this offering will be used to pay down debt, and to cover working capital requirements. We intend to utilize additional monies raised through this offering to complete an audit of the Company’s financial statements to prepare for a potential uplisting transaction. We are also pursuing new acquisition opportunities synergistic with our growth, and additional capital raised from this offering will be used to support those acquisitions. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

Cost of revenue. We anticipate that the cost of revenue will consist primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to purchasing equipment, colocation, marketing, providing products and services and salaries and benefits for employees on our operations teams.

Research and Development. We are not currently engaged in any formal R&D and do not have any plans to allocate money toward R&D in the next 12 months.

Marketing and Sales. To grow our product reach and consumer base of our incoming businesses, we anticipate that we will need to invest in marketing and sales which will consist of hiring third party contractors who have a track record of performing and boosting sales. Furthermore, we may increase salaries, and benefits for our employees engaged in sales, sales support, marketing, business development, operations, and customer service functions. Our marketing and sales expenses also include marketing and promotional expenditures.

General and Administrative. The majority of our general and administrative expenses will consist of salaries, benefits, and share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy employees, and other administrative employees. In addition, general and administrative expenses include professional and legal services. We expect to incur substantial expenses in marketing this offering, in marketing our new products, and expanding existing product offerings within the current licensing and JV partnerships and the availability of our products.

Financial Condition, Liquidity and Capital Resources

Our Company – December 31, 2023. At December 31, 2023, our company possessed $16,744 (unaudited) of cash and had a working capital deficit of $362,559 (unaudited) compared to $9,027 (unaudited) of cash and a working capital deficit of $23,779 (unaudited) at December 31, 2022.

We must obtain additional capital from third parties, including in this offering, to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital, including through this offering.

Budding – December 31, 2022. At December 31, 2022, Budding had $34,839 (unaudited) in cash and working capital of $190,824 (unaudited), compared to $18,273 (unaudited) in cash and a working capital deficit of $23,429 (unaudited) at December 31, 2021.

December 31, 2022, Pro Forma. On a combined basis, our company and Budding had cash of $43,866 (unaudited) and working capital of $227,645 (unaudited) at December 31, 2022.

Promissory Notes

As of December 31, 2023, we had a single outstanding convertible promissory note, as indicated in the table below.

Date of Note Issuance

Outstanding Balance

Principal Amount

Accrued Interest

Original Maturity Date

Conversion Terms

Name of Noteholder

Reason for Issuance

8/10/2022

1,164,773

1,020,822

143,951

8/10/2023

(1)

Conversion Price: $0.005

Leonite Fund I, LP

Working Capital

(1)	To date, Leonite has not declared the Note to be in default and is working with the Company to extend the maturity of various tranches.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

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

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

Contingencies

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

DIRECTORS, EXECUTIVE OFFICERS & CORPORATE GOVERNANCE

Executive Officers and Directors

Name	Age	Principal Position(s)
Todd Masse	55	Chief Executive Officer

Nochum Greenberg	35	Chairman and Director

Avi Minkowitz	36	Director

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our officers and directors, their other business interests and their involvement in our company.

Corporate Governance

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

Independence of Board of Directors

None of our directors are independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

Name and Principal Position	Year Ended 12/31	Salary ($)			All Other Compensation ($)	Total ($)
Nochum Greenberg (1)	2023		120,000	(2)			120,000	(2)
Chief Executive Officer	2022		50,000	(2)			50,000	(2)
Avi Minkowitz	2023		120,000	(2)			120,000	(2)
Director	2022		30,000	(2)			30,000	(2)

(1)	Mr. Greenberg was the Chief Executive Officer until April 3, 2024, when Todd Masse was appointed as the new Chief Executive Officer. Mr. Greenberg remains the Chairman and Director.
(2)	This entire amount has been accrued.

Employment Agreements

We currently have no employment agreements.

Outstanding Equity Awards

The executive officers had no outstanding equity awards as of December 31, 2023, and 2022.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The board of directors has the authority to fix the compensation of directors. No amounts have been paid to, directors in such capacity.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The table below sets forth the number of shares of our voting stock beneficially owned, as of the date of this Offering Circular, by (i) those persons known by us to be owners of more than 5% of our Common Stock, (ii) each director, (iii) our named Executive Officers, and (iv) all executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof.

Common Stock

Series A Preferred Stock

Name and address of beneficial owner

No. of
Shares

% of
Class ⁽¹⁾

No. of
Shares

% of
Class ⁽¹⁾⁽³⁾

Directors and Officers

Avi Minkowitz (1)

2,000,000

100%

Todd Masse

1,500,000

(1)

As of the date of this Offering Circular, ILST Holdco LLC owns Fifty (50) shares of the Company’s Special 2021 Series A Preferred Stock, which represents 100% of the issued and outstanding shares of such class of stock. The Fifty (50) shares of Special 2021 Series A Preferred Stock collectively have 60% voting rights and each share can be converted into 200,000,000 shares of the Company’s common stock. The Manager of ILST Holdco is Avi Minkowitz. In addition, Avi Minkowitz personally owns 2,000,000 shares of the Company’s common which were purchased on the open market.

Securities Authorized for Issuance under Equity Compensation Plans

The company has not created any Equity Compensation Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Due to officers

As of December 31, 2023, the accrued amount owed to Mr. Greenberg and Mr. Minkowitz is $320,000. However, Mr. Greenberg and Mr. Minkowitz have advised our company that they do not intend to demand repayment of any portion of the amount owed to them, until such time as such repayment would not have an adverse affect on our operations.

Due to/from Commercial Distributor & Services Supplier

There are no accrued or amounts owed to any Commercial Distributors or Service Suppliers.

Property Lease Payments

The Company utilizes certain third-party logistics (“3PL”) providers and, in connection therewith, leases space within the 3PL’s facilities, at a cost of approximately $3,400 per month.

Indemnification Agreements

Our directors and officers are indemnified as provided by the Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL MATTERS

Certain legal matters with respect to the Units offered by this Offering Circular will be passed upon by Berger Law Firm LLC, Cedarhurst, NY. The Company’s legal counsel is Zvi Raskin.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, as amended, with respect to the Units offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Units offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

In addition, you can find all of our public filings on otcmarkets.com, and specifically at this link: https://www.otcmarkets.com/stock/ILST/disclosure.

For Any Further Questions, Please Contacts us at:

INTERNATIONAL STAR, INC.

info@ilstinc.com

INTERNATIONAL STAR, INC.

INDEX TO FINANCIAL STATEMENTS

	Page

*Annual Financial Statements December 31, 2023*

BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY	F-4
STATEMENTS OF CASH FLOWS	F-5
NOTES TO CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS	F-6

BUDDING EQUITY INC.

INDEX TO FINANCIAL STATEMENTS

	Page

*Annual Financial Statements December 31, 2022*

BALANCE SHEETS	F-13
STATEMENTS OF OPERATIONS	F-14
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY	F-15
STATEMENTS OF CASH FLOWS	F-16
NOTES TO CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS	F-17

PROFORMA

INDEX TO FINANCIAL STATEMENTS

	Page

UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEETS	F-21
UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS	F-22

F-1

INTERNATIONAL STAR, INC.
BALANCE SHEETS
(UNAUDITED)

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	16,744		$	9,027
Accounts receivable		154,494			–
Inventory		65,434			–
Prepaid interest		–			7,590
Other assets		26,020			–
Total current assets		262,692			16,617
Notes receivable		–			317,304
Investments		285,000			98,825
Total assets	$	547,692		$	432,746

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	451,056		$	22,499
Accrued interest		143,951			17,898
Government loan		30,243			–
Total current liabilities		625,251			40,396
Notes payable, net of discount		1,164,773			426,050
		1,790,024			466,446

Stockholders’ Deficit
Preferred Series a $0.0001 par value, 10,000,000 shares authorized, 50 and 50 issued and outstanding, December 31, 2023 and December 31,2022, respectively		–			–
Preferred Series B $0.0001 par value, 168,000 shares authorized, 10,000,000 and 72,477 and -0- shares issued and outstanding, December 31, 2023 and December 31,2022		72			–
Common stock, $0.0001 par value; 2,000,000,000 shares authorized, 1,936,364,391 shares issued and outstanding June 30, 2023 and December 31, 2022		1,936,364			1,936,364
Additional paid in capital		5,474,712			4,750,014
Accumulated deficit		(8,653,481	)		(6,720,078	)
Total Stockholders’ (Deficit)		(1,242,332	)		(33,700	)
Total Liabilities and Stockholders’ Deficit	$	547,692		$	432,746

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

F-2

INTERNATIONAL STAR, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)

	Year Ended December 31, 2023			Year Ended December 31, 2022
Revenue	$	478,394		$	–

Operating Expenses:
Administrative expenses		587,028			97,795
Royalty expense		293,234			–
Bad debt expense		164,604			–
Impairment of inventory		196,301			–
Impairment of goodwill		1,044,577			–
Total operating expenses		2,285,744			97,795
(Loss) from operations		(1,807,349	)		(97,795	)
Other (expense) income
Other income		–			125,632
Interest (expense)		(126,053	)		(374,037	)
Total other expense		(126,053	)		(248,405	)
Income (loss) before provision for income taxes		(1,933,403	)		(346,200	)
Provision for income taxes		–			–
Net (Loss)	$	(1,933,403	)	$	(346,200	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		1,936,364,391			1,936,364,391

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

F-3

INTERNATIONAL STAR, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)

	Series A Preferred				Series B Preferred				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2021		50	$	–		–	$	–		1,936,364,391	$	1,936,364	$	4,437,514	$	(6,373,878	)	$	–

Amortization of note discount														312,500					312,500

Net loss																(346,200	)		(346,200	)

Balance, December 31, 2022		50	$	–		–	$	–		1,936,364,391	$	1,936,364	$	4,750,014	$	(6,720,078	)	$	(33,700	)

	Series A Preferred				Series B Preferred						Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Value		Shares			Value			Shares		Value		Capital			Deficit			Equity
Balance, December 31, 2022		50	$	–		–		$	–			1,936,364,391	$	1,936,364	$	4,750,014		$	(6,720,078	)	$	(33,700	)

Issuance of Series B Preferred						78,200			78							781,922						782,000

Return of preferred shares for acquisition adjustment						(5,723	)		(6	)						(57,224	)					(57,230	)

Net loss																			(1,933,403	)		(2,180,011	)

Balance, December 31, 2023		50	$	–		72,477		$	72			1,936,364,391	$	1,936,364	$	5,474,712		$	(8,653,481	)	$	(1,232,332	)

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

F-4

INTERNATIONAL STAR, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Year Ended December 31, 2023			Year Ended December 31, 2022
Cash Flows From Operating Activities:
Net loss	$	(1,933,403	)	$	(346,200	)
Amortization of note discount		138,723			334,845
Impairment of inventory		196,301
Bad debt expense		164,604
Impairment of goodwill		1,044,577
Accretion of note receivable		–			(26,807	)
Changes is assets and liabilities:
Accounts receivable		(112,764	)
Inventory		–			–
Prepaid interest		–			(7,590	)
Other assets		–
Accounts payable and accrued liabilities		206,965			40,397
Net cash used in operating activities		(294,997	)		(5,356	)

Cash Flows From Investing Activities:
Acquisition of Budding Equity Inc., net of cash received		5,594
Note receivable		–			(290,497	)
Investment in Budding Equity		–			(98,825	)
Investments, net		(186,175	)		–
Net cash used in investing activities		(180,581	)		(389,322	)

Cash Flows From Financing Activities:
Proceeds from the Sale of Preferred B Stock					–
Proceeds from loans		738,723			403,706
Payments on promissory notes		(255,429	)		–
Net cash provided by (used for) financing activities		483,294			403,706

Net Increase (Decrease) In Cash		7,177			9,027
Cash At The Beginning Of The Period		9,027			–
Cash At The End Of The Period	$	16,744		$	9,027

Supplemental disclosure of Non-Cash financing activity
Issuance of Preferred B Stock for Acquisition consideration and film rights	$	782,000		$	–

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

F-5

INTERNATIONAL STAR, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

International Star, Inc. was incorporated in Nevada in October 1993 (referred to herein as "the Company"). Historically, the Company’s business operations were primarily focused on exploration of mining claims and mining properties. In June 2022, a controlling stake in International Star was acquired by ILST Holdco LLC, a limited liability company organized under the laws of the State of Delaware. Under its new management, the Company’s strategic objective is to acquire, merge with and build revenue and cash flow producing companies in order to create successful and financially robust enterprises which would consistently create and build stakeholders’ value.

On August 24, 2022, the Company entered into a transaction to acquire Budding Equity, Inc. (“BEi”) a Canadian company that partners with movie studios and celebrities to monetize their intellectual property (IP) in the burgeoning global cannabis industry, using best in class manufacturers and distributors. On or about February 14, 2023, the Company completed its acquisition of BEi. As a result, IST became the sole owner of all of BEi’s outstanding shares, making BEi the Company’s wholly-owned subsidiary.

The Company has a fiscal year end of December 31 and is listed on the OTC Pink Markets under the trading symbol ILST. Prior to the Company’s acquisition by ILST Holdco LLC, the Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2015 to 2021 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. On May 25, 2021, a shareholder filed a petition for custodianship, with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on June 3, 2021. The Company’s Nevada charter was reinstated on June 4, 2021, and all required reports were filed with the State of Nevada shortly thereafter.

The Company remains active as of the date of this report and provides adequate current public information to meet the requirements under the Securities Act of 1933.

The Company incurred operating losses in previous years, resulting in an accumulated deficit of $6,419,202 on December 31, 2022. By November 8, 2013, the Company filed Form 15-12G with the SEC to terminate its reporting obligations under the 1934 Act. After their December 31, 2015 quarterly reports of December 31, 2015, the Company stopped all forms of making public reports of its operation and financial results.

On April 22, 2021, Alpharidge Capital, LLC, a shareholder of the Company, served a demand to the Company, at its last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150. On May 25, 2021, a petition was filed against the Company in the District Court of Clark County, Nevada, entitled “In the Matter of International Star, Inc., a Nevada corporation” under case number A-21-835183-P by Alpharidge Capital, LLC, along with an Application for Appointment of Custodian, after several attempts to have prior management reinstate the Company’s Nevada charter, which had been revoked.

On June 03, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of Alpharidge Capital, LLC (the “Order”), as Custodian of the Company. Pursuant to the Order, Alpharidge Capital, LLC (the “Custodian”) had the authority to take reasonable and prudent actions on behalf of the Company including, but not limited to, issuing shares of stock, and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, was required to meet the requirements under the Nevada charter.

F-6

On June 11, 2021, pursuant to a Securities Purchase Agreement (SPA) the Custodian granted to Community Economic Development Capital, LLC. (“CED Capital”), 50 Series A preferred shares (convertible at 1 into 200,000,000 common shares, and having voting rights of 60% of all votes) in exchange for $35,000 which the Company used to fund the reinstatement of the Company with the State of Nevada, which included the settlement of the Stock Transfer Agent’s balance. CED Capital also undertook to make all reasonable efforts to provide adequate current public information to meet the requirements under the Securities Act of 1933.

On June 15, 2021, the Company filed a Certificate of Revival with the Secretary State of the State of Nevada, which reinstated the Company’s charter and appointed a new Resident Agent in Nevada.

On June 16, 2021, the Custodian appointed Ambrose O Egbuonu, who is associated with Alpharidge Capital, LLC., as the Company’s president, CEO, secretary, treasurer, and director.

On December 9, 2021, the District Court of Clark County, Nevada entered an Order Granting Alpharidge Capital’s motion to terminate custodianship.

On April 15, 2022, Mr. Ambrose Egbuonu resigned from the position of director of the Company.

On July 20, 2021, the preferred shares were transferred to Caren D. Currier for $75,000 paid in cash. Subsequently, Caren D Currier was elected as President, CEO, secretary, treasurer, and director of the Company. The holder of the 50 Series A preferred shares has control of the Company through 60% voting rights over all classes of stock and the 50 Series A preferred shares are convertible into 10,000,000,000 (50 Series A preferred shares multiplied by 200,000,000) shares of the Company’s common stock. Subsequently, on or about June 10, 2022, ILST Holdco LLC, through a private transaction, acquired the 50 Series A preferred shares from Caren Currier.

The shares of Special 2021 Series A Preferred Stock are convertible into 10,000,000,000 shares of the Company’s Common Stock, with each such share having one vote.

Following the election of Caren D. Currier as President, CEO, secretary and treasurer of the Company, Mr. Ambrose Egbuonu resigned from the position of President, CEO, secretary, and treasurer of the Company.

On February 14, 2023, the Company completed its acquisition (the “Acquisition”) of Budding Equity Inc. (“BEi”), and the Company is now the sole owner of all of BEi’s outstanding shares, making BEi the Company’s wholly-owned subsidiary. As of February 14, 2023, upon the completion of the Acquisition, the Company believes that it has ceased to be a shell company,” With the BEi acquisition, the Company is now operating an established cannabis royalty business with significant licensing agreements in place. This business generates royalty revenues from both the sale of celebrity cannabis strains (in multiple states) as well as licensed and branded cannabis-related hardware.

NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. All intercompany transactions have been eliminated.

F-7

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit of $8,653,481 and $294,997 in cash used in operating activities The Company cannot be certain that it will be successful even if it obtains outside funding. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

Financial Instruments

ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

– Level 1: Quoted prices in active markets for identical assets or liabilities

– Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

– Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentrations and Credit Risks

The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, sales, and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and creditworthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

F-8

Foreign Currency Translation

The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses, and cash flows at average exchange rates; and shareholders’ equity at historical exchange rates.

Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re- measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain, and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.

Share-Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized in the period of grant.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

As of December 31, 2022 and 2021, respectively, there was $-0- and $-0- of recognized expense related to non-vested stock-based compensation arrangements granted. There have been no options granted during the year ended December 31, 2023.

Income Taxes

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were offset by a 100% valuation allowance, therefore there has been no recognized benefit as of December 31, 2023 and 2022, respectively. Further it is unlikely with the change of control that the Company will have the ability to realize any future tax benefits that may exist.

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-9

Earnings Per Share

Net income (loss) per share is calculated in accordance with ASC 260, Earnings Per Share. The weighted- average number of common shares outstanding during each period is used to compute basic earnings or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding on December 31, 2023 and December 31, 2022. Due to net operating loss, there is no presentation of dilutive earnings per share, as it would be anti-dilutive.

Accounting Pronouncements

There are no recently issued accounting pronouncements that will have a material impact on the Company.

NOTE 4 – INVESTMENTS

During the three months ending March 31, 2023, the Company invested $200,000 in a film project. An additional $85,000 was invested in another film project in the months ending September 30, 2023. The balance outstanding of investments was $285,000 as of December 31, 2023.

NOTE 5 – BUSINESS ACQUISITION, PROMISSORY NOTE ACQUISITION

On February 14, 2023, the “Company” completed its acquisition (the “Acquisition”) of Budding Equity Inc. (“BEi”), and the Company is now the sole owner of all of BEi’s outstanding shares, making BEi the Company’s wholly-owned subsidiary. As of February 14, 2023, upon the completion of the Acquisition, the Company believes that it has ceased to be a “shell company.” With the BEi acquisition, the Company is now operating an established cannabis royalty business with significant licensing agreements in place. This business generates royalty revenues from both the sale of celebrity cannabis strains (in multiple states) as well as licensed and branded cannabis-related hardware.

The Company had previously acquired 7.5% of the common stock of BEi. Under the terms of the Acquisition the Company acquired the remaining 92.5% of the common stock of BEi by issuing a Promissory Note in the amount of $1,094,000 with a zero percent interest rate (0%). On the date of acquisition, the Company also assumed $47,666 in net liabilities, resulting in total purchase consideration and goodwill of $1,144,996. As of March 31, 2023, the Company fully impaired the goodwill of $1,144,996 resulting in an impairment charge of the same amount on its Consolidated Statements of Operations.

Subsequent to the Acquisition, the Company paid down the $1,094,000 Promissory Note by issuing 58,200 Preferred B shares valued at $582,000 -see Note 7 Equity, and by paying $158,857 in cash during the three months ended March 31, 2023. During the three months ended June 30, 2023 the Company made additional payments of $176,571 against the Promissory Note.

During the three months ended September 30, 2023 the Company made an additional payment of $120,000 against the Promissory Note reducing the outstanding balance due to $56,571. On September 22, 2023 the Company entered into a Modification Agreement (“Modification”) with the Sellers of BEi to reduce the balance due on the Promissory Note of $56,571 to $-0-, and for the sellers to return 5,723 shares of Preferred B shares they had received valued at $57,230. These modification arose as a result of the Company receiving less assets than originally forecast. The total value of the modification to the Company amounted to $113,801 and reducing the impairment of goodwill to $1,044,577.

F-10

NOTE 6 – CONVERTIBLE NOTES PAYABLE

On August 10, 2022, the Company issued a Senior Secured Convertible Promissory Note to Leonite Fund I, LP, in the principal amount of up to $625,000 payable in tranches. The loan bears interest at 12% per annum and each tranche matures 12 months following the advance date. All payments due under the Note are payable at maturity. The Note is convertible into common shares at the option of the holder at a fixed price of $0.005 per share. The Note has both conversion price protection and anti-dilution protection provisions. The Note is secured by all of the assets of the Company. During the second and third quarters, the Company received an additional $400,000 in drawdowns from Leonite, net of discount. As of December 31, 2023, all note discount had been expensed to interest charges and the Convertible Note Balance amounted to $1,164,773.

As of December 31, 2023, the Company had accrued $143,951 in interest on the Leonite convertible notes.

As additional consideration under the terms of this Senior Secured Convertible Promissory Note, the Company issued warrants to Leonite which are exercisable for 62,500,000 Common Shares of the Company. These warrants are exercisable for 60 Months, contain full-ratchet anti-dilution protection provisions, and have an exercise price of $0.005. Using Black Scholes methodology, these warrants were valued at $312,500 and immediately expensed as a financing cost during the year ended December 31, 2022.

NOTE 7 - EQUITY

Common stock

The Company has 6,000,000,000 shares of $0.001 par value common stock authorized. As of December 31, 2023 and 2022 there were 1,936,364,391 shares of common stock issued and outstanding.

Preferred Stock

The Company has 10,000,000 shares of $0.001 par value preferred stock authorized.

Series A Preferred Stock

As of December 31, 2023 and December 31, 2022 there were 50 Series A preferred shares outstanding with each share convertible at 1 into 200,000,000 common shares, and having voting rights of 60% of all votes. These shares are held by ILST Holdco LLC.

Series B Preferred Stock

As of December 31, 2023, a total of 168,000 shares of Series B Preferred Stock, par value $0.001, were designated and there were 72,477 shares of Series B Preferred Stock outstanding. 52,477 Series B stock is held by the Sellers of BEi (see Note 5) and 20,000 Series B shares are held by Daniel Rubin

Voting Rights. Except as otherwise required by law, the holder of the shares of Series B Preferred Stock shall have no voting rights.

F-11

Conversion to Common Shares. The shares of Series B Preferred Stock are eligible for conversion (“Conversion”) into common shares, par value $0.001 per share, of the Corporation (the "Common Stock"), subject to the following terms:

(i) The unconverted shares of Series B Preferred Stock may be redeemed by the Company at any time, in whole or in part, upon election by the Company, for a cash payment equal to Ten Dollars ($10.00 USD) per share of Series B Preferred Stock. All Series B Preferred Stock that is so redeemed shall immediately be transferred by the Holder to the Company;

(ii) The shares of Series B Preferred Stock may not be converted by the Holders of said shares until the earlier of: (a) a Registration Statement covering the Common Stock shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or any other Governmental Authority, or (b) a period of at least one year has elapsed since the completion of an audit of the Company’s financial statements by an auditing firm registered with the U.S. Public Company Accounting Oversight Board ("PCAOB");

(iii) The Conversion value of each share of Series B Preferred Stock shall be Ten Dollars ($10.00 USD), and the purchase price of the Common Stock into which such Preferred Stock is being converted shall be equal to the average of the daily volume-weighted average price (“VWAP”) of the Common Stock during the five (5)-trading days immediately preceding the Conversion date, as reported by Bloomberg L.P.

Dividends, Liquidation. The shares of Series B Preferred Stock shall not be entitled to any dividends in respect thereof and shall not participate in any proceeds available to the Corporation's shareholders upon the liquidation, dissolution or winding up of the Corporation.

No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Series B Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions herein and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Series B Preferred Stock against impairment.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s operations are subject to significant risks and uncertainties including financial, operational, and regulatory risks, including the potential risk of business failure.

Legal and other matters

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 9- SUBSEQUENT EVENTS

In April 2024, Todd Masse was appointed Chief Executive Officer of the Company.

Subsequent to December 31, 2023, Leonite advanced an additional $30,000 to the Company pursuant to the existing terms and conversion ratios.

F-12

BUDDING EQUITY INC.

BALANCE SHEETS

(UNAUDITED)

IN US$


	December 31,			December 31,
	2022			2021
ASSETS
Current assets
Cash	$	34,839		$	18,273
Accounts receivable		163,084			46,297
Inventory		176,028			–
Total current assets		373,951			64,570
Property, plant and equipment		–			9,051
Investments		89,528			85,603
Other Assets		21,870			–
Total assets	$	485,349		$	159,224

LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	121,376		$	–
Accrued liabilities		1,151			4,712
Advances - related parties		60,600			83,287
Total current liabilities		183,127			87,999
Notes payable- related parties		336,720			–
Notes payable -government		29,532			31,112
Total liabilities		549,379			119,111

Commitments and Contingencies		–			–

Stockholders' Deficit
Common stock, 1,000 no par value shares authorized, 1,000 shares issued and outstanding December 31, 2022 and December 31, 2021		738			778
Accumulated deficit		(64,768	)		39,335
Total Stockholders' (Deficit)		(64,029	)		40,113
Total Liabilities and Stockholders' Deficit	$	485,349		$	159,224

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

F-13

BUDDING EQUITY INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

IN US$

	Year Ended			Year Ended
	December 31,			December 31,
	2022			2021
Revenue	$	506,371		$	150,590

Operating Expenses:
Payroll and taxes		109,556			98,136
Professional and consulting fees		114,102			26,209
Royalties		349,910			–
Administrative expenses		40,657			71,955
Total operating expenses		614,225			196,300
Income (loss) from operations		(107,854	)		(45,709	)
Other (expense) income
Interest (expense)		(552	)		(237	)
Other (expense) -loss on investments		–			(62,657	)
Interest income		4,304			–
Total other expense		3,752			(62,894	)
Income (loss) before provision for income taxes		(104,102	)		(108,603	)
Provision for income taxes		–			–
Net (Loss)	$	(104,102	)	$	(108,603	)

Basic and diluted earnings(loss) per common share	$	(104.10	)	$	(108.60	)

Weighted average number of shares outstanding		1,000			1,000

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

F-14

BUDDING EQUITY INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

IN US$

								Total
	Common Stock				Accumulated			Stockholders'
	Shares		Value		Deficit			Equity
Balance, December 31, 2020		1,000	$	778	$	147,938			148,716

Net loss		–		–		(108,603	)		(108,603	)

Balance, December 31, 2021		1,000	$	778	$	39,335		$	40,113

								Total
	Common Stock				Accumulated			Stockholders'
	Shares		Value		Deficit			Equity
Balance, December 31, 2021		1,000	$	738	$	39,335		$	40,113

Net loss		–		–		(104,102	)		(104,102	)

Balance, December 31, 2022		1,000	$	738	$	(64,767	)	$	(64,029	)

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

F-15

BUDDING EQUITY INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

IN US$

	Year Ended			Year Ended
	December 31,			December 31,
	2022			2021
Cash Flows From Operating Activities:
Net loss	$	(104,102	)	$	(108,603	)
Depreciation		8,591			2,295
Changes is assets and liabilities:
Accounts receivable		(116,787	)		(7,241	)
Inventory		(176,028	)		–
Notes receivable					62,387
Other assets		(21,870	)		8,084
Accounts payable		120,215			1,831
Accrued liabilities		(3,561	)		(10	)
Net cash provided by (used for) operating activities		(293,542	)		(41,258	)

Cash Flows From Investing Activities:
Investment		(3,925	)
Net cash provided by (used for) investing activities		(3,925	)		–

Cash Flows From Financing Activities:
Repayments of related party advances		(22,687	)		(40,043	)
Proceeds from related party loans		336,720			–
Net cash provided by (used for) financing activities		314,033			(40,043	)

Net Increase (Decrease) In Cash		16,566			(81,301	)
Cash At The Beginning Of The Period		18,273			99,574
Cash At The End Of The Period	$	34,839			18,273

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

F-16

BUDDING EQUITY INC.

NOTES TO (UNAUDITED) FINANCIAL STATEMENTS

DECEMBER 31, 2022

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Budding Equity is a Toronto, Ontario company, established in 2015. Budding Equity is now operating an established cannabis royalty business with significant licensing agreements in place. This business generates royalty revenues from both the sale of celebrity cannabis strains (in multiple states) as well as licensed and branded cannabis-related hardware.

The Company has a fiscal year end of December 31.

NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has an accumulated deficit of $64,768 and had a loss of $104,102 for the year ended December 31, 2022. The Company cannot be certain that it will be successful even if it obtains outside funding. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 reporting period. Actual results could differ from those estimates.

F-17

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

Financial Instruments

The FASB issued ASC 820-10, Fair Value Measurements and Disclosures, for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentrations and Credit Risks

The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, sales and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translation

The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rates.

Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re- measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.

F-18

Share-Based Compensation

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were offset by a 100% valuation allowance, therefore there has been no recognized benefit as of December 31, 2022 and 2021, respectively. Further it is unlikely with the change of control that the Company will have the ability to realize any future tax benefits that may exist.

Commitments and Contingencies

Earnings Per Share

Net income (loss) per share is calculated in accordance with ASC 260, Earnings Per Share. The weighted-average number of common shares outstanding during each period is used to compute basic earnings or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

F-19

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2022 and 2021. Due to net operating loss, there is no presentation of dilutive earnings per share because there are no diluted equivalents.

We do not believe any recently issued accounting pronouncements will have a material impact on the Company.

NOTE 4 – INVESTMENT

As of December 31, 2022 and December 31, 2021 the balance of investments was $89,528 and $85,603, respectively

NOTE 5 – NOTES PAYABLE RELATED PARTY

On August 24, 2022, the Company entered into a transaction with International Star, Inc. (“ILST”) to sell a portion of its shares with the intention of eventually selling the entire company to ILST. See Note 7. Subsequent Events. In connection with that transaction, the Company sold two tranches of capital equal to 7 and 1/2 % of its outstanding shares, and issued two notes payable with a face value of $412,294. The Company received $353,706 for these shares and notes receivable. As of December 31, 2022 the notes payable, net of discount, amounted to $336,720.

NOTE 6 - EQUITY

Common stock

The Company has 1,000 shares of no par value common stock authorized. As of December 31, 2022 and 2021 there were 1,000 shares of common stock issued and outstanding.

NOTE 7 - SUBSEQUENT EVENTS

On February 14, 2023, in return for a promissory note of $1,094,000, and the cancellation of all indebtedness due to ILST, the remaining 92.5% of the Company was sold to ILST. and became its wholly owned subsidiary.

F-20

International Star, Inc. and Budding Equity Inc.

Unaudited Proforma Consolidated Balance Sheets

For the Year Ended December 31, 2022

	International			Budding
	Star, inc.			Equity Inc.
	December 31,			December 31,							Acquisition
	2022			2022			AJEs				Entry				Consolidated
Assets

Current Assets:
Cash	$	9,027		$	34,839		$	–			$	–			$	43,866
Accounts receivable		–			163,084			–				–				163,084
Inventory		–			176,028			–				–				176,028
Prepaid interest		7,590			–			–				–				7,590
Total current assets		16,617			373,951											390,568
Other assets		–			21,870			–				–				21,870
Notes receivable		317,304			–			(317,304	)			–				–
Investments		98,825			89,528							(98,825	)	(c)		89,528
Total Assets	$	432,746		$	485,349		$	(317,304	)		$	(98,825	)		$	501,966

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable	$	22,499		$	121,376		$	–			$	–			$	143,874
Accrued liabilities		17,898			1,151			–				–				19,049
Advances -related parties		–			60,600			(60,600	)	(a)		–				–
Total current liabilities		40,396			183,127			(60,600	)			–				162,923

Long-term liabilities:
Convertible notes payable, net of discount		426,050			–											426,050
Notes payable -related parties		–			336,720			(336,720	)			–				–
Notes payable -government		–			29,532			–				–				29,532
Promissory note		–			–			–				1,094,000				1,094,000
Total long term liabilities		426,050			366,252			(336,720	)			1,094,000				1,549,582
Total liabilities		466,446			549,379			(397,320	)			1,094,000				1,712,505

Stockholders' Equity
Common stock		1,936,364			738			–				(738	)	(c)		1,936,364
Additional paid-in capital		4,750,014			–			–				–				4,750,014
Accumulated deficit		(6,720,078	)		(64,768	)		80,016		(a)(b)		(1,192,087	)	(c)		(7,896,917	)
Total stockholders' equity (deficit)		(33,700	)		(64,030	)		80,016				(1,192,825	)			(1,210,539	)
Total Liabilities and Stockholders' Equity	$	432,746		$	485,349		$	(317,304	)		$	(98,825	)		$	501,967

F-21

International Star, Inc. and Budding Equity Inc.

Unaudited Proforma Consolidated Statements of Operations

For the Year Ended December 31, 2022

	International			Budding
	Star Inc.			Equity Inc
	December 31,			December 31,
	2022			2022			Adjustments				Consolidated

Revenue	$	–		$	506,371						$	506,371

Operating Expenses:
Payroll and taxes		–			109,556							109,556
Professional and consulting fees		–			114,102							114,102
Royalties		–			349,910							349,910
Administrative expenses		97,795			40,657							138,452
Impairment of goodwill		–			–			1,192,087		(d)		1,192,087
Total operating expenses		97,795			614,225			1,192,087				1,904,107
Income (loss) from operations		(97,795	)		(107,854	)		(1,192,087	)			(1,397,736	)
Other (expense) income
Interest (expense)		(374,037	)		(552	)						(374,589	)
Interest income		125,632			4,304							129,936
Total other expense		(248,405	)		3,752							(244,653	)
Income (loss) before provision for income taxes		(346,200	)		(104,102	)		(1,192,087	)			(1,642,389	)
Provision for income taxes		–			–							–
Net (Loss)		(346,200	)		(104,102	)		(1,192,087	)	(d)		(1,642,389	)

Basic and diluted earnings(loss) per common share	$	(0.00	)	$	(104.10	)					$	(0.00	)

Weighted average number of shares outstanding		1,936,364,391			1,000			(1,000	)	(e)		1,936,364,391

Notes

(a) To eliminate liabilities not assumed under the acquisition agreement

(b) To eliminate note receivable and notes payable among related parties

(c) Acquisition entry to record the issuance of a $1,094,000 promissory note, to eliminate Buddings equity and to immediately impair the resulting goodwill

(d) To record the impairment of goodwill as if the transaction had occurred at the beginning of the 2022 year

(e) To eliminate the share structure of Budding Equity

F-22

PART III - EXHIBITS

Index to Exhibits

		Filed *Herewith ()**	Incorporated by Reference
Exhibit No.	Description	Filed *Herewith ()**	Filing Type	Date Filed
2.1	Amended Articles of Incorporation	*
2.2	Bylaws	*
4.1	Form of Subscription Agreement	*
6.1	Form of Warrant Agreement	*
7.1	Share Purchase Agreement dated August 12, 2022	*
7.2	Secured Promissory Note issued by Budding to ILST	*
7.3	Share Purchase Agreement dated January 30, 2023	*
7.4	Secured Promissory Note issued by ILST to Budding Equity	*
7.5	Resolution to Issue Series B Preferred Shares	*
7.6	Pledge Agreement to Secured Promissory Note	*
12	Opinion of Counsel	*

III-1

SIGNATURE

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 Dover, State of Delaware, on Date: July 15, 2024.

INTERNATIONAL STAR, INC.

By: /s/ Todd Masse

Todd Masse

Chief Executive Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By: /s/ Todd Masse

Date: July 15, 2024

Todd Masse

Chief Executive Officer, Acting

Chief Financial Officer [Principal Accounting Officer]

III-2

Exhibit 2.1

SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION

INTERNATIONAL STAR, INC.

Pursuant to NRS Chapter 78

ARTICLE FIRST

NAME: The name of the corporation is INTERNATIONAL STAR, INC.

ARTICLE SECOND

REGISTERED AGENT FOR SERVICE: The registered agent for services of process is REGISTERED AGENTS INC. The address of the registered agent is 401 RYLAND ST STE 200-A, Reno, NV, 89128, USA.

ARTICLE THIRD

AUTHORIZED STOCK: The total number· of shares of capital stock which the corporation shall have authority to issue is six billion ten million (6,010,000,000) shares, of which (i) six billion (6,000,000,000) shares are designated as common stock with a par value of $0.001 per share ("Common Stock"), and (ii) ten million (10,000,000) shares are designated as preferred stock, with a par value of $0.001 per share ("Preferred Stock").

ARTICLE FOURTH

[Intentionally Omitted]

ARTICLE FIFTH

PURPOSE: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized in Nevada.

ARTICLE SIXTH

[Intentionally Omitted]

ARTICLE SEVENTH

[Intentionally Omitted]

ARTICLE EIGHTH

DURATION: This corporation shall exist perpetually unless sooner dissolved by law.

ARTICLE NINTH

STOCK: The total number of shares of all classes which the corporation is authorized to have outstanding is six billion ten million (6,010,000,000) shares, of which (i) six billion (6,000,000,000) shares are designated as common stock with a par value of $0.001 per share ("Common Stock"), and (ii) ten million (10,000,000) shares are designated as preferred stock, with a par value of $0.001 per share.

The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the authorized shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series and the qualifications, limitations or restrictions thereof. The authority of the board with respect to each series includes, but is not limited to, determination of the following:

(1)

The number of shares constituting that series and the distinctive designation of that series;

(2)

The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(3)

Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(4)

Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(5)

Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;

(6)

Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(7)

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(8)

Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certificate of determination.

ARTICLE TENTH

PRE-EMPTIVE RIGHTS: The stockholders shall have no pre-emptive rights to acquire additional shares of the corporation.

ARTICLE ELEVENTH

MANAGEMENT OF THE CORPORATION'S AFFAIRS.

(a) The business and affairs of the corporation shall be managed under the direction of the Board of Directors. The number of directors constituting the entire Board of Directors shall be not less than one nor more than nine as fixed from time to time by vote of a majority of the entire board or directors, provided, however; that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the entire Board of Directors shall be two until otherwise fixed by a majority of the entire board or directors.

(b) Each member of the Board shall have one vote with respect to all matters which are before the Board for a vote. Notwithstanding the foregoing sentence, however, in the event of a tie vote of Directors in respect of any matter requiring the approval or authorization of a majority of Directors, the Chairman of the Board shall have a tie-breaking vote (i.e., he or she shall be authorized hereby to cast two votes) such that if he or she exercises such vote the matter will be approved or authorized, as applicable, by the Board of Directors.

(c) Notwithstanding any other provisions in these Articles of Incorporation or the Bylaws of the corporation (and notwithstanding the fact that some lesser percentage may be specified by law, in these Articles of Incorporation or the Bylaws of the corporation), any director or the entire Board of Directors of the corporation may be removed at any time, but only for cause and only by the affirmative vote of the corporation’s stockholders holding not less than Two-Thirds (2/3) of the voting power of the corporation's issued and outstanding stock, at a meeting of the stockholders called for that purpose.

ARTICLE TWELFTH

AMENDMENT: Except as otherwise provided in these Articles of Incorporation, the provisions of these Articles of Incorporation may be amended by the affirmative vote of the corporation’s stockholders holding a majority of the voting power of the corporation's issued and outstanding stock. In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada the Board of Directors of the corporation is expressly authorized to make, alter and repeal the Bylaws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any Bylaw whether adopted by them or otherwise.

ARTICLE THIRTEENTH

LIMITATION OF DIRECTORS' LIABILITY: To the fullest extent permitted by the Jaws of the State of Nevada now or hereafter in force, no director of this corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article THIRTEENTH shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The provisions of this Article THIRTEENTH shall not be deemed to limit or preclude indemnification of a director by the corporation for any liability of a director which has not been eliminated by the provisions of this Article THIRTEENTH.

ARTICLE FOURTEENTH

INDEMNIFICATION: The corporation may indemnify an individual against liability incurred in a proceeding where the individual was made a party to a proceeding because the person is or was a director or officer and if: (1) the individual's conduct was in good faith; (2) the individual reasonably believed that the conduct was in, or not opposed to, the corporation's best interests; and (3) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.

The corporation will indemnify a director or officer who was successful, on the merits or otherwise, in defense of any proceeding, or in defense of any claim, issue, or matter in the proceeding, to which the individual was a party because the person is or was a director or officer of the corporation, against reasonable expenses incurred by the individual in connection with the proceeding or claim with respect to which the individual has been successful.

The corporation may not indemnify a director or officer in connection with: (l) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law; or (2) the payment of distributions in violation of NRS 78.300.

ARTICLE FIFTEENTH

CUMULATIVE VOTING: There shall be no cumulative voting.

Exhibit 2.2

CORPORATE BYLAWS

INTERNATIONAL STAR, INC.

Dated as of December 20, 2022

ARTICLE 1

Company Formation

1.01

FORMATION. This Corporation has been formed pursuant to Chapter 78 of the Nevada Revised Statutes (“NRS”) and the laws of the State of Nevada.

1.02

REGISTERED OFFICE & REGISTERED AGENT. Per NRS Section 78.090, the Board agrees that the Corporation’s registered agent for service of process is located in the State of Nevada, as stated in the Articles. The Corporation may change its registered agent by resolution of the Board and filing a statement with the Secretary of State setting forth the change. Pursuant to the NRS Section 78.105, the Board is obligated to maintain and update the corporate records on file with the Corporation’s registered agent.

1.03

OTHER OFFICES. The Corporation may have other offices as may be selected by the Board per NRS Section 78.070.

1.04

CORPORATE SEAL. Pursuant to NRS Section 78.065, the Board may decline to adopt a corporate seal with the form and inscription of their choosing.

1.05

PURPOSE. Pursuant to NRS Section 78.060, this Corporation is formed to engage in any lawful business purpose.

1.06

ADOPTION OF BYLAWS. Pursuant to NRS Section 78.120, the Board has caused the adoption of these corporate bylaws (“Bylaws”) on behalf of the Corporation.

ARTICLE 2

Board of Directors

2.01

INITIAL MEETING OF THE BOARD. Per NRS Section 78.070, the Board has conducted and completed the initial organizational meeting of the Corporation.

2.02

POWERS AND NUMBERS. Pursuant to NRS Section 78.115 and 78.120, the management of all the Corporation’s affairs, property, and interests shall be managed by or under the direction of the Board. Per NRS Section 78.115, the Board of the Corporation shall be comprised of the number of directors listed in the Articles, unless expressly altered by these Bylaws. Consistent with NRS Section 78.115, the Board consists of at least one (1) natural person who need not be a shareholder or resident of the State of Nevada.

2.03

VOTING; TIE-BREAKING VOTE BY CHAIRMAN. Each member of the Board shall have one vote with respect to all matters which are before the Board for a vote. Notwithstanding the foregoing sentence, however, in the event of a tie vote of Directors in respect of any matter requiring the approval or authorization of a majority of Directors, the Chairman of the Board shall have a tie-breaking vote (i.e., he or she shall be authorized hereby to cast two votes) such that if he or she exercises such vote the matter will be approved or authorized, as applicable, by the Board of Directors.

2.04

DIRECTOR LIABILITY. Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If a director acts in accordance with NRS Section 78.138, then they shall be immune from liability arising from official acts on behalf of the Corporation. Directors are presumed to act in compliance with NRS Section 78.138.

2.05

CLASSES OF DIRECTORS. Until such time as the Articles may be accordingly amended, the Corporation does not have multiple classes of directors.

2.06

CHANGE OF NUMBER. The number of directors may be changed at any time by amendment of these Bylaws, pursuant to the process outlined in Article 10 of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director. In the event the established number of directors is decreased, the directors shall hold their positions until the next shareholder meeting occurs and new directors are elected and qualified.

2.07

ELECTION & REMOVAL OF DIRECTORS. Pursuant to NRS Section 78.330, Directors are to be voted on and elected at each annual shareholder meeting for a term of one (1) year. A director shall continue to hold office until their successors are duly elected and qualified at the following annual shareholder meeting. If a director is elected, but is not yet qualified to hold office, then the previous director shall hold over until such time that the newly elected director is so qualified. One or more directors of the Board may be removed at any time, but only for cause and only by the affirmative vote of the corporation’s stockholders holding not less than Two-Thirds (2/3) of the voting power of the corporation's issued and outstanding stock, at a meeting of the stockholders called for that purpose.

2.08

VACANCIES. Per NRS Section 78.335, all vacancies in the Board may be filled by the affirmative vote of a majority of the remaining directors, provided that any such director who fills a vacancy is qualified to be a director and shall only hold the office until a new director is elected by the shareholders at the next meeting of the shareholders. Any director who fills a vacancy on the Board shall not be considered unqualified or disqualified solely by virtue of being an interim director. Pursuant to NRS Section 78.335, any director elected by the shareholders to fill a vacancy which results from the removal of a director shall serve the remainder of the annual term of the removed director and until a successor is elected by the shareholders and qualified. The Board may fill a vacancy created by an increase in the number of directors for a term lasting until the next annual election of directors by the shareholders at the annual meeting or a special meeting called for the purpose of electing directors.

2.09

REGULAR MEETINGS. Pursuant to NRS Section 78.310 and 78.315, the meetings of the Board or any committee may be held at the Corporation’s principal office or at any other place (within or without the State of Nevada) designated by the Board or its committee, including by means of remote communication which allows all persons participating in the meeting to hear each other at the same time. The annual meeting of the Board will be held without notice immediately after the adjournment of the annual meeting of shareholders.

2.10

SPECIAL MEETINGS. Pursuant to NRS Section 78.310 and 78.315, special meetings of the Board may be held at any place (within or without the State of Nevada) and at any time, including by means of remote communication which allows all persons participating in the meeting to hear each other at the same time, and may be called by the Chairman of the Board, the President, Vice President, Secretary, or Treasurer, or at least two (2) directors. Any special meeting of the Board must be preceded by at least forty-eight (48) hours' notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise.

2.10

ACTION BY DIRECTORS WITHOUT A MEETING. Pursuant to NRS Section 78.315, any action which may be taken at a meeting of the Board, or its committee, may be taken without a meeting, provided all directors or committee members unanimously agree and sign a consent that sets forth the action taken taken by the Board. The signed consent is to be filed with the minutes of the proceeding.

2.11

NOTICE OF MEETINGS. Pursuant to NRS Section 78.325, the regular meetings of the Board shall be held without notice of the date, time, place, or purpose of the meeting, provided the meeting of the Board follows the adjournment of the annual shareholder meeting. Notice may be given personally, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 8 of these Bylaws. Oral notification is sufficient only if a written record of the notice is included in the Corporation's minute book. Notice is effective at the earliest of:

	(a)	Receipt;
	(b)	Delivery to the proper address or telephone number of the director(s) as shown in the Corporation's records; or
	(c)	Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.

2.12

WAIVER OF NOTICE. Pursuant to NRS Section 78.325, a director waives the notice requirement if that director attends or participates in the meeting, unless a director attends for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. Under NRS Section 78.325, a director may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes before or after the meeting.

2.13

QUORUM. Per NRS Section 78.315, a majority of the entire Board constitutes a quorum, and a quorum is necessary at all meetings to constitute a quorum to transact business.

2.14

REGISTERING DISSENT. Pursuant to NRS Section 78.315, a director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action, unless the director expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed with the meeting’s acting Secretary before its adjournment, or forwarded by registered mail to the Corporation’s Secretary within twenty-four (24) hours after the meeting’s adjournment. These options for dissent do not apply to a director who voted in favor of the action or failed to express such dissent at the meeting.

2.15

EXECUTIVE AND OTHER COMMITTEES. Per NRS Section 78.125, the Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. Notwithstanding the power to create committees, no committee may issue stock, recommend shareholder actions, nor amend these Bylaws. The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board. All committees must record regular minutes of their meetings and keep the minute book at the corporation’s office. The creation or appointment of a committee does not relieve the Board or its members from their standard of care described in Section 2.03 of these Bylaws or in NRS Section 78.138.

2.16

COMPENSATION. Consistent with NRS Section 78.120, the Board may adopt a resolution which results in directors being paid a reasonable compensation for their services rendered as directors of the Corporation. Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meeting of such Board. Nothing contained in these Bylaws precludes a director from receiving compensation for serving the Corporation in any other capacity, including any services rendered as an officer or employee. If the Board accordingly passes a resolution, then committee members may be allowed like compensation for attending committee meetings.

2.17

INDEMNIFICATION. Provided the director complies with the standard of care described in Section 2.03 of these Bylaws and NRS Section 78.138 and 78.300, the Corporation shall indemnify any director made a party to a proceeding, brought or threatened, as a consequence of the director acting in their official capacity. In the event a director is entitled to indemnification by the Corporation, the director shall be indemnified pursuant to the process outlined in NRS Section 78.7502 and 78.751.

ARTICLE 3

Stock

3.01

AUTHORITY TO ISSUE. Subject to NRS Section 78.196, 78.211, and 78.215 and the Corporation’s Articles, the Corporation is authorized to issue any class of stock or securities convertible into stock of any class. Before any stock of the Corporation may be issued, the Board must pass a resolution which authorizes the issuance, sets the minimum consideration for the stock or security (or a formula to determine the minimum consideration), and fairly describes any non-monetary consideration.

3.02

RESTRICTIONS. Stock may only be issued in accordance with the Articles, and through the process described in these Bylaws. Any issuance of stock in excess of the amount described in the Articles must be authorized by the Board and approved by the affirmative vote by a majority of shareholders. Per NRS Section 78.242, any restriction on the transferability of stock shall be fully furnished to the shareholder, upon shareholder request, and without any charge to the shareholder. Per NRS Section 78.242, any failure to furnish such information to the shareholder or a transferee without actual knowledge of the restriction renders the restriction on stock transferability invalid or unenforceable.

As provided in NRS Section 78.267, no shareholder has a preemptive right to subscribe to any subsequent or additional issuance of stock.

3.03

STOCK CERTIFICATES. Under NRS Section 78.235, shareholders are entitled to stock certificates that certify the shares of the Corporation’s stock held by the shareholder. Notwithstanding the shareholders’ rights to stock certificates, the Board may authorize the issuance of some or all shares of any class or series of stock without certificates, provided the Board shall provide to a shareholder a written statement that contains the information required to be on stock certificates, per NRS Section 78.235.

If an officer who has signed or whose facsimile signature appears on any stock certificate ceases to be an officer before the certificate is issued to the shareholder, it may be issued by the Corporation and is valid as if the person were an officer on the date of issuance. The certificate may be sealed with the Corporation’s seal.

3.04

MUTILATED, LOST, OR DESTROYED CERTIFICATES. Per NRS Section 78.235, in the instance of any mutilation, loss, or destruction of any stock certificate, another may be issued in its place on proof of such mutilation, loss or destruction. The Board may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation. The Board may establish other procedures as they deem necessary.

3.05

FRACTIONAL SHARES OR SCRIP. Subject to NRS Section 78.205, the Corporation may:

	(a)	Issue fractions of a share which entitle the holder to exercise voting rights, to receive dividends, and to participate in any of the Corporation’s assets in the event of liquidation;
	(b)	Arrange for the disposition of fractional interests by those entitled thereto;
	(c)	Pay the fair market value, in cash, of fractions of a share as of the time when those entitled to receive such shares are determined; or
	(d)	Issue scrip in a form which entitles the holder to receive a certificate for the full share upon surrender of such scrip aggregating a full share.

3.06

TRANSFER. So long as there is no transferability restriction on the stock, as described in Section 3.02 of these Bylaws, the stock of the Corporation is freely transferable. Transfers of stock must be made upon the corporation’s stock transfer books. Stock transfer books shall be kept in the manner described in Article 7 of these Bylaws.

Before a new certificate is issued, the old certificate must be surrendered for cancellation. The Board may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.

3.07

REGISTERED OWNER. The Corporation shall recognize an individual as the registered owner of a given stock, provided that individual is determined as the shareholder of record by the record date as set out in Section 4.07 of these Bylaws. Shareholders may agree to confer the right to vote or represent their stock to third parties, including trustees, proxies, or fiduciaries. The Board may resolve to adopt a procedure by which a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the stock registered in the shareholder’s name are held for the account of a specified person or persons. The resolution must set forth:

	(a)	The classification of shareholder who may certify;
	(b)	The purpose or purposes for which the certification may be made;
	(c)	The form of certification and information to be contained therein;
	(d)	If the certification is with respect to a record date or closing of the stock transfer books, the date within which the certification must be received by the Corporation; and
	(e)	Other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt of a certification complying with this procedure, the Corporation must treat the persons specified in the certification as the holders of record for the number of shares specified in place of the shareholder making the certification.

3.08

STOCK OWNED BY ENTITIES. Per NRS Section 78.352, stock held by another corporation may be voted by that other corporation’s officer, agent, or proxy chosen by its board of directors, or, in the absence of such determination, by the president of that other corporation. Per NRS Section 78.352, shares of stock in the Corporation held by a fiduciary of the named shareholder may be voted or represented by the fiduciary.

Subject to NRS Section 78.352, the Corporation may vote or represent stock that it holds in itself, provided the Corporation holds such stock in a fiduciary capacity. If the Corporation holds stock in itself in such a fiduciary capacity, then such stock shall be counted in determining the total number of outstanding shares of stock at a given time.

ARTICLE 4

Shareholders' Meetings

4.01

MEETING PLACE. Per NRS Section 78.310, all shareholder meetings must be held at the Corporation’s principal office or other place, within or without the State of Nevada, predetermined by the Board. As permitted by NRS Section 78.320, shareholders may participate in the meeting by means of virtual or remote conference, provided the participants can hear each other in real time.

4.02

ANNUAL MEETING TIME. The annual shareholder meeting for the election of directors and the transaction of such other business properly before the meeting, must be held each year on December 1st, at the hour of 10:00 AM Pacific Time. If that date is a legal holiday, then the meeting must be held on the day following, at the same hour. Pursuant to NRS Section 78.310, failure to hold an annual meeting at the time stated in or fixed within these Bylaws does not affect the validity of any corporate action.

4.03

SPECIAL MEETINGS. Per NRS Section 78.310, special shareholder meetings, for any purpose, may be called at any time by the President, the Board, or the Secretary.

4.04

NOTICE. Pursuant to NRS Section 78.370, the Secretary shall cause notice to be given to each shareholder of record at least ten (10) days, but no more than sixty (60) days, before the shareholders’ meeting. Notice shall be by electronic transmission, mailing, or personal delivery, and shall state the time, place, and purpose of the meeting (including instructions for how to virtually attend and participate). Notice is considered given to a shareholder when it is personally provided to the shareholder, left at the shareholder’s residence or usual place of business, mailed to the shareholder’s address of record, or by electronic transmission to the shareholder’s address or number of record on file with the Corporation. A single notice can be delivered to multiple shareholders sharing the same address, unless the Corporation receives a request from a shareholder that more than a single notice be delivered.

Notice by electronic transmission shall be considered ineffective if the Corporation is unable to deliver two (2) consecutive notices and the individual responsible for sending notices to shareholders is made aware of the delivery failures. A shareholder meeting, and any actions taken by shareholders, shall not be invalidated due to an inadvertent failure to deliver notice.

Per NRS Section 78.370 and Section 4.07 of these Bylaws, the notice must include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting.

4.05

WAIVER OF NOTICE. As stated in NRS Section 78.325 and 78.375, a shareholder who is entitled to notice may waive the notice requirement if they provide a signed written waiver of the required notice, before or after the stated meeting time, or the shareholder is present at the meeting in person or by proxy and fails to object to the holding of the meeting or particular matter at the meeting outside the purpose described in the notice.

4.06

RECORD DATE. Consistent with NRS Section 78.350, at least ten (10) days before each shareholder meeting, a complete record of the shareholders entitled to vote at the meeting must be made and maintained in the books and records of the Corporation. This list must be arranged in alphabetical order and include the address of and number of shares of stock held by each shareholder. This record must be kept on file at the Corporation’s principal office for a period of ten (10) days prior to the meeting. The records must also be kept open for inspection at shareholder meetings.

4.07

CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. Subject to NRS

Section 78.350, the Board may order the stock transfer books to be closed in order to determine which shareholders are entitled to notice of or to vote at any shareholder meeting, or any adjournment thereof, or entitled to receive payment of any dividend. Instead of closing the stock transfer books, the Board may fix in advance a record date for determination of such shareholders. The record date must not be more than sixty (60) days or less than ten (10) days prior to the date of the meeting, adjournment, or payment.

4.08

SHAREHOLDER LIABILITY. Per NRS Section 78.225, shareholders are not liable to the Corporation or its creditors, except that in the event the agreed upon price or consideration for the stock has not been fully paid. In the event that a subscription price or consideration for stock has not been fully paid, the following people are not personally liable for the unpaid balance:

	(a)	a transferee or assignee who acquires the stock or subscription in good faith and without knowledge or notice of the nonpayment;
	(b)	a person who holds the stock as a fiduciary, although the estate in the hands of the fiduciary is liable for the nonpayment; and
	(c)	a pledgee or other person who holds stock as security.

4.09

VOTING RIGHTS. Pursuant to NRS Section 78.350, each outstanding share of stock is entitled to one (1) vote on each matter submitted to a vote at a shareholder meeting, provided the voted or represented shares are held in compliance with any payment plan, subscription, or stock purchase agreement.

4.10

PROXIES. As permitted by NRS Section 78.355, a shareholder may vote either in person or by proxy, signed in writing by the shareholder or the shareholder’s duly authorized attorney-in- fact. No proxy is valid after eleven (11) months from the date signed, unless the proxy states otherwise. A proxy is revocable by a shareholder at any time, unless the proxy states that it is irrevocable and is coupled with an interest.

4.11

QUORUM. As provided in NRS Section 78.320, the presence, in person or by proxy, of shareholders entitled to cast a majority of all the outstanding voting stock constitutes a quorum. If a quorum is present at a shareholder meeting, then a majority of all the votes cast at the meeting is sufficient to approve any matter properly brought before the meeting.

4.12

ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

ARTICLE 5

Officers

5.01

DESIGNATIONS. Consistent with NRS Section 78.130, the Corporation shall have a President, a Secretary, and a Treasurer, who will be elected by the directors at their first meeting after the annual shareholder meeting. The Corporation may also have one or more Vice-

Presidents (one shall serve as Executive Vice-President) and Assistant Secretaries and Assistant Treasurers as the Board may designate. An elected officer will hold office for the longer of one year or until a successor is elected and qualified. The same person may hold any two or more offices concurrently.

5.02

THE PRESIDENT. Pursuant to NRS Section 78.130, the President shall preside over all meetings of shareholders and directors, shall have general supervision of the Corporation’s affairs, and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board.

5.03

VICE PRESIDENT. During the absence or disability of the President, the Executive Vice- President may exercise all functions of the President. Each Vice-President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board.

5.04

SECRETARY AND ASSISTANT SECRETARIES. Per NRS Section 78.130, the Secretary must:

	(a)	Issue notices for all meetings and actions of the Board or shareholders;
	(b)	Accept all requests for special meetings of the Board or shareholders;
	(c)	Accept all notices of proxy appointments and revocations;
	(d)	Keep the minutes of all meetings;
	(e)	Accept delivery of any dissent announced at any meeting of the Board or shareholders;
	(f)	Acknowledge and execute any stock certificates;
	(g)	Have charge of the corporate seal and books; and
	(h)	Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board.

The Assistant Secretary, or Assistant Secretaries (in the order designated by the Board), will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board.

5.05

THE TREASURER. Pursuant to NRS Section 78.130, the Treasurer shall:

	(a)	Have custody of all the Corporation’s monies and securities and keep regular books of account;
	(b)	Disburse the Corporation’s funds in payment of the just demands against the Corporation or as may be ordered by the Board, taking proper vouchers for such disbursements; and
	(c)	Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board.

If selected, the Assistant Treasurer, or Assistant Treasurers (in the order designated by the Board), must perform the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board.

5.06

DELEGATION. In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, director, or other person. Vacancies in any office arising from any cause may be filled by the Board at any regular or special board meeting.

5.07

OTHER OFFICERS. Per NRS Section 78.130, the Board may appoint other officers and agents as they deem necessary or expedient. The term, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment.

5.08

SALARIES. Officers’ salaries will be fixed from time to time by the Board. Officers are not prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

5.09

INDEMNIFICATION. Subject to NRS Section 78.7502 and 78.751, officers shall be indemnified by the Corporation, so long as the officer acted in a manner substantially similar to and consistent with the standard of care described in NRS Section 78.138. Any officer indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer’s acts on behalf of the Corporation.

ARTICLE 6

Capital & Finance

6.01

DIVIDENDS. Subject to NRS Section 78.288, dividends may be declared by the Board and paid by the Corporation out of the net earnings of the unreserved and unrestricted earned surplus of the Corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the Corporation, subject to the conditions and limitations imposed by the State of Nevada.

6.02

RESERVES. Pursuant to NRS Section 78.288, the Board may, in its absolute discretion, set aside out of the Corporation’s earned net surplus as they deem expedient for dividend, while maintaining any corporate property, or any other purpose, before making any distribution of earned surplus.

6.03

DEPOSITORIES. The Corporation’s monies must be deposited in the Corporation’s name in a bank or trust company or trust companies designated by resolution of the Board. Corporate monies may be drawn out only by check or other order for payment signed by such persons and in such manner as may be determined by resolution of the Board.

ARTICLE 7

Books and Records

7.01

MEETING MINUTES. Per NRS Section 78.0297 and these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of its shareholders and Board.

7.02

LEGIBILITY OF RECORDS. Any books, records, and minutes may be in any form, provided such form is capable of being converted into written form within a reasonable time.

ARTICLE 8

Notices

8.01

MAILING OF NOTICE. Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the third business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient’s last known address in the records of the Corporation.

8.02

E-NOTICE PERMITTED. Any communications required by the Statutes, these Bylaws, or other laws may be made by digital or electronic transmission to the recipient’s known electronic address or number as known to the Corporation at the time of notice.

8.03

DUTY TO NOTIFY. All shareholders, directors, officers, employees, and representatives of the Corporation are required to notify the Corporation of any changes to the individual’s contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Corporation that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective.

ARTICLE 9

Special Corporate Acts

9.01

EXECUTION OF WRITTEN INSTRUMENTS. All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Corporation must be executed by the President to bind the Corporation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds which are subject to Section 9.02 of these Bylaws.

9.02

SIGNING OF CHECKS OR NOTES. All authorizations to distribute, pay, or immediately draw upon the financial resources of the Corporation must be signed by the Treasurer, including any expense reimbursement or compensation payments to directors, officers, employees, representatives, service providers, or contractors of the Corporation.

9.03

SPECIAL SIGNING POWERS. To duly bind the Corporation to an agreement or instrument in the event the President holds an interest which exists outside of the capacity of being President, then any agreement involving such interest must be signed by an officer pursuant to either Section 5.03 or 9.02 of these Bylaws.

9.04

SHAREHOLDER APPROVAL. No shareholder approval is required to acquire, transfer, exchange, sell, or dispose of any assets of the Corporation in the ordinary course of business or after dissolving the Corporation.

ARTICLE 10

Amendments

10.01

BY DIRECTORS. The Board has the power to make, alter, amend, and repeal the Corporation’s Bylaws.

10.02

COMPLIANCE WITH STATE LAW. Any amendment to the Corporation’s Articles or these Bylaws shall be consistent with the Statutes.

THESE BYLAWS are adopted by resolution of the Corporation's Board of Directors on this 20th day of December, 2022.

/s/ Nochum Greenberg
Director

/s/ Avi Minkowitz
Director

Exhibit 4.1

Subscription Agreement

INTERNATIONAL STAR, INC.

1. Investment:

The undersigned (“Buyer”) subscribes for Units (Consisting of one Common Share and one 60 Month Warrant with an exercise price of $ 0.001) of International Star, Inc. (the “Company”) at $ 0.001 per Unit.

Number of Units Purchased = ____________

Total subscription price ($0.001 x Units purchased): = $ .

EITHER (i) The Buyer is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto. ☐

OR (ii) The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income. ☐

2. Investor information:

_________________________________________		_________________________________________
Name of Subscriber		Name of Subscriber (Joint Owner, if applicable)

______________________________________________________

Name of Individual signing on behalf of Subscriber (if the Subscriber is an entity)

______________________________________________________

Official Capacity or Title (if the Subscriber is an entity)

SSN/EIN/Taxpayer I.D.: _______________________		SSN __________________________________

E-Mail address _____________________________		E-Mail address __________________________

Phone ___________________________________		Phone _________________________________

Mailing Address ___________________________		Mailing Address _________________________

___________________________		_________________________

3. Type of ownership: (You must check one box)

[ ]	Individual	[ ]	Custodian for ___________________

[ ]	Tenants in Common	[ ]	Uniform Gifts to Minors Act of the State of: ______

[ ]	Joint Tenants with rights of Survivorship	[ ]	Corporation

[ ]	Partnership	[ ]	Limited Partnership

[ ]	Trust	[ ]	Limited Liability Company

[ ]	Community Property	[ ]	Other (please explain)

4. Further Representations, Warrants and Covenants.

Buyer hereby represents warrants, covenants and agrees as follows:

(a)

Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b)

Except as set forth in the Offering circular and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Offering circular and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c)

Buyer understands that his or her investment in the Units is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the offering and at the present time can afford a complete loss of such investment.

(d)

Buyer is under no legal disability nor is Buyer subject to any order which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Units. The Units are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Units.

(e)

Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Units, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Units indefinitely.

(f)

If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the offering.

(g)

Buyer has been furnished with the Offering circular.

(h)

Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Units, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the offering.

5. Indemnification

Buyer acknowledges an understanding of the meaning of the legal consequences of Buyer’s representations and warranties contained in this Subscription Agreement and the effect of his or her signature and execution of this Agreement, and Buyer hereby agrees to indemnify and hold the Company and each of its officers and/or directors, representatives, agents or employees, harmless from and against any and all losses, damages, expenses or liabilities due to, or arising out of, a breach of any representation, warranty or agreement of or by Buyer contained in this Subscription Agreement.

6. Acceptance of Subscription.

It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Units to be purchased hereunder following a partial rejection of this subscription.

7. Governing Law.

This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Delaware without giving effect to any conflict of laws or choice of law rules.

[Signature Page Follows]

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.

INVESTOR

If the Securities are to be purchased in joint names, both Subscribers must sign:

By: _____________________________		By: _____________________________
(Signature)		(Signature)

Name: ___________________________		Name: ___________________________

Date: ___________________________		Date: ___________________________

Entity Name: _____________________
(If Subscriber is an entity)

Signatory Title: ___________________
(If Subscriber is an entity)

Deliver completed subscription agreements via email to info@ilstinc.com and deliver funds directly by wire or electronic funds transfer via ACH to the specified account that will be provided by us.

====================================================================

To be filled out by the Company

Investor Subscription accepted as of _____________, 20___.

INTERNATIONAL STAR, INC.

By: ___________________________

Name: Todd Masse

Title: Chief Executive Officer

Exhibit 6.1

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

COMMON SHARE PURCHASE WARRANT

INTERNATIONAL STAR, INC.

Warrant Shares: __________

Date of Issuance: ___________ (“Issuance Date”)

This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, including any permitted and registered assigns, (each a “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from International Star, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), up to _____________ common shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.

Capitalized terms used in this Warrant shall have the meanings set forth in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.001, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 6:00 p.m. eastern standard time on the 5 year anniversary thereof.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

If the Company fails to cause its transfer agent to transmit to the Holder the respective Common Shares by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under this Warrant.

At any time after the Issuance Date, the Market Price of one Common Share is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Shares computed using the following formula:

X = Y (A-B)

Where X=

the number of Shares to be issued to Holder.

	Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

	A =	the Market Price (at the date of such calculation).

	B =	Exercise Price (as adjusted to the date of such calculation).

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

(c) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.

For purposes of this paragraph, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of Common Shares outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including without limitation any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common Shares entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the Common Shares on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one Common Share, and (ii) the denominator of which shall be the Closing Sale Price of the Common Shares on the Trading Day immediately preceding such record date; and

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of Common Shares obtainable immediately prior to the close of business on the record date fixed for the determination of holders of Common Shares entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of Common Shares of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

(b) Proportional Adjustments of Outstanding Common Shares and Common Share Dividends. If the Company shall at any time or from time to time after the date hereof, issue additional Common Shares to all of its current shareholders on a pro rata basis or pay a share dividend in Common Shares, then the Exercise Price and the number of Warrant Shares shall be proportionately adjusted. Any adjustments under this Section 2(b) shall be effective at the close of business on the date the share split becomes effective or the date of payment of the share dividend, as applicable. For the avoidance of doubt, this adjustment shall not apply when shares of outstanding Common Share are merged proportionally across all shareholders to form a smaller number of outstanding shares.

(c) Anti-dilution Adjustment. If at any time while this Warrant is outstanding, the Company sells or grants (or has sold or granted, as the case may be) any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Share or other securities convertible into, exercisable for or otherwise entitled any person or entity the right to acquire Common Shares at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Share or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Shares at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then (i) the Exercise Price shall be reduced to a price equal the Base Exercise Price, and (ii) the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Share or other securities are issued, provided however, that no adjustment will be made under this Section 2(c) in respect of an Exempt Issuance. For purposes of this Section 2(c), an “Exempt Issuance” shall mean an issuance of Common Shares or other securities convertible into or exercisable or exchangeable for Common Shares (1) to employees or directors of, or consultants or advisors to, Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of Company, (2) to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of Company, (3) to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of Company, (4) pursuant to the acquisition of another corporation or other entity by Company by merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture agreement, provided that such issuances are approved by the Board of Directors of Company, (5) to third parties in connection with collaboration, technology license, development, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of Company, or (6) shares with respect to which the Holder waives its anti-dilution rights granted hereby; provided, however, that any such issuance described in (3) through (5) shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating business, or an owner of an asset that is used in a business, that is synergistic with the business of Company and shall provide to Company additional benefits in addition to the investment of funds, and provided however, that none of (1) through (5) above shall include a transaction in which Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2(c) shall be calculated as if all such securities were issued upon distribution of the initial tranche. For the avoidance of doubt, in the event the Conversion Price has been adjusted pursuant to this Section 2(c) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after the facts for any reason whatsoever, in no event shall the Conversion Price be readjusted to the Conversion Price that would have been in effect if such Dilutive Issuance had not occurred or been consummated.

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their Common Shares for other securities, cash or property and the holders of at least 50% of the Common Shares accept such offer, or (iv) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of Common Shares) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of Common Shares of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of Common Shares for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of formation, operating agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

5. WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

7. TRANSFER.

(a) Notice of Transfer. The Holder agrees that, if practicable, but without any obligation to do so, it will give written notice to the Company of its intent to transfer this Warrant or any Warrant Shares, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.

(b) If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such transfer or disposition as are permitted by law.

(c) Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under the terms of the Purchase Agreement.

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants, issuances or sales of any shares or other securities directly or indirectly convertible into or exercisable or exchangeable for Common Shares or other property, pro rata to the holders of Common Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

10. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts or federal courts sitting in Delaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

12. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by the Principal Market, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by the Principal Market, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by the Principal Market, or (iii) if no last trade price is reported for such security by the Principal Market, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets or any other similar domestic or foreign exchange. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during the applicable calculation period.

(b) “Common Share” means the Common Shares of the Company and any other class of securities into which such securities may hereafter be reclassified or changed.

(c) “Common Share Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Shares, including without limitation any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

(d) “Principal Market” means the primary national securities exchange or over the counter market on which the Common Shares are then traded.

(e) “Market Price” means the highest traded price of the Common Shares during the thirty (30) Trading Days prior to the date of the respective Exercise Notice.

(f) “Trading Day” means (i) any day on which the Common Shares are listed or quoted and traded on its Principal Market, (ii) if the Common Shares are not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

	International Star, Inc.


	By:
	Name: Todd Masse
	Title: Chief Executive Officer

[signature page to Warrant]

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder to exercise this Common Share Purchase Warrant)

The Undersigned holder hereby exercises the right to purchase _________________ of the Common Shares (“Warrant Shares”) of International Star, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), evidenced by the attached copy of the Common Share Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

	☐	a cash exercise with respect to _________________ Warrant Shares; or
	☐	by cashless exercise pursuant to the Warrant.

Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

Date: ________________________


	(Print Name of Registered Holder)


	By:___________________________________________________________
	Name:_________________________________________________________
	Title: _________________________________________________________

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ Common Shares of International Star, Inc., to which the within Common Share Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of International Star, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

Dated: ______________________



	(Signature)*


	(Name)


	(Address)


	(Social Security or Tax Identification No.)

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Share Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

Exhibit 7.1

SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated as of the 12^th day of August, 2022 among Daniel Rubin, an individual residing in the Province of Ontario (“DR”), Robert Klein, an individual residing in the Province of Ontario (“RK”), 909663 Ontario Limited, a corporation incorporated under the laws of the Province of Ontario (“909 Ontario”), Michael Lickver, an individual residing in the Province of Ontario (“ML”, and together with DR, RK and 909 Ontario, collectively the “Vendors” and each of them a “Vendor”), International Star Inc., a corporation incorporated under the laws of the State of Nevada (the “Purchaser”), and Budding Equity Inc., a corporation incorporated under the federal laws of Canada (the “Corporation”);

WHEREAS the Vendors, collectively, own all of the issued and outstanding shares in the capital of the Corporation;

AND WHEREAS the Vendors wish to sell, and the Purchaser wishes to purchase certain of the issued and outstanding common shares in the capital of the Corporation, on and subject to the terms and conditions set out herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the respective covenants, agreements, representations, warranties and indemnities herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties hereto covenant and agree as follows:

Initial Share Purchase. Reference is made to the Secured Promissory Note dated August [●], 2022 issued by the Corporation to the Purchaser (the “Note”). Within five (5) Business Days of the Purchaser having advanced the first Tranche (as defined in the Note) under the Note, the Purchaser hereby irrevocably purchases, and the Vendors hereby sell to the Purchaser their Proportionate Share of 600,000 issued and outstanding common shares in the capital of the Corporation (the “Initial Shares”), free and clear of all claims, liens and encumbrances, for the aggregate purchase price of CDN $10.00, which purchase price shall be shared by the Vendors each in accordance with their Proportionate Share. The Vendors hereby irrevocably direct the Purchaser to pay the purchase price due and payable under this Section to the Corporation, and this shall be the Purchaser’s good and sufficient irrevocable authority to do so.

Sale of Additional Shares.

(i)

Within five (5) Business Days of each advance by the Purchaser of an aggregate USD $50,000 to a maximum of USD $200,000 (inclusive of any earned OID (as defined in the Note) and legal or other fees retained by the Purchaser under the Note, but excluding all amounts advanced under the first Tranche) as additional Tranche(s) under and in accordance with the Note, then, in addition to the Initial Shares, each Vendor shall sell to the Purchaser their Proportionate Share of such number of issued and outstanding common shares in the capital of the Corporation on the basis that the Vendors will transfer to the Purchaser an aggregate of 100,000 issued and outstanding common shares in the capital of the Corporation for every USD $50,000 advanced by the Purchaser (the “Additional Shares”) to an aggregate maximum of 400,000 Additional Shares, with the aggregate purchase price payable to all Vendors for the Additional Shares being CDN $10.00, to be shared by the Vendors each in accordance with its Proportionate Share. The Purchaser at its option may, in its sole discretion, direct the transfer of the Additional Shares to be in the name of a different Person.

(ii)

On each date of the transfer of the Additional Shares, the Vendors shall deliver to the Purchaser a certificate of the Vendors and a senior officer of the Corporation certifying that the representations and warranties set out in this Agreement are true correct as at such date, as if they had been made on the date thereof.

(iii)

A failure by the Vendors to transfer any Additional Shares in accordance with this Section shall be an Event of Default (as contemplated in and defined in the Note).

Option. IN FURTHER CONSIDERATION of the covenants and agreements of the Purchaser herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Vendor):

(i)

Each Vendor hereby grants to the Purchaser the irrevocable option to purchase up to all of the of the issued and outstanding common shares in the capital of the Corporation owned by such Vendor (collectively, the “Optioned Shares”).

(ii)

The exercise by the Purchaser of the option granted herein shall be subject to the following terms and conditions:

(A)

the Purchaser will be entitled to exercise the option to purchase the Optioned Shares at any one time, or from time to time in tranches, on or before the date that is first anniversary of the date hereof (the “Expiry Date”). On the Expiry Date, the option granted in this Section 3 shall automatically expire and shall be of no further force and effect; and

(B)

the aggregate option price (the “Option Price”) payable by the Purchaser to each Vendor for each Optioned Share that is purchased hereunder shall be CDN $0.17 per Optioned Share. It is acknowledged and agreed that CDN $0.04 of the Option Price assumes that the current assets (as defined under Canadian GAAP) of the Corporation less the current liabilities (as defined under Canadian GAAP) of the Corporation at the applicable time is equal to CDN $400,000 and that otherwise, the portion of the Option Price in excess of CDN $0.13 will be adjusted accordingly.

(iii)

If the Purchaser elects to exercise the option granted herein, it shall deliver a notice (the “Notice”) to the Vendors (with a copy to the Corporation) in the form of the Notice annexed hereto as Schedule “A” and in the manner provided for in Section 8(d) hereof.

(iv)

Upon receipt of the Notice by the Vendors, this Agreement shall constitute a binding contract of purchase and sale for the number of Optioned Shares being purchased by the Purchaser as indicated in each such Notice.

(v)

Upon receipt of the Notice by the Vendors and subject to the terms and conditions hereof, each Vendor hereby covenants and agrees to sell its Proportionate Share of the number of Optioned Shares indicated in such Notice to the Purchaser.

(vi)

Each closing of the transaction of purchase and sale of Optioned Shares contemplated herein shall take place on the fifth (5th) Business Day following the receipt of the applicable Notice by the Vendors and shall take place at the head office of the Corporation.

(vii)

The Option Price payable in respect of each transaction of purchase and sale of Optioned Shares contemplated herein, shall be paid by the Purchaser to the Vendors in ten (10) equal monthly instalments, with the first payment being due one (1) month after the applicable closing date for the purchase of Optioned Shares.

(viii)

Provided that the Purchaser exercises the option granted herein in accordance with the terms hereof, the Corporation covenants and agrees to, and each of the Vendors hereby authorizes and directs the Corporation to, effect the transfer of the applicable Optioned Shares from the Vendors to the Purchaser.

(ix)

A failure by the Corporation or the Vendors to effect the transfer of the Optioned Shares in accordance with this Section shall be an Event of Default.

Representations and Warranties. Each of the Vendors and the Corporation, hereby severally, and not jointly and severally, represent and warrant to the Purchaser that (as at the date hereof and as at each date on which the Purchaser purchases the Initial Shares, any Additional Shares and/or any Optioned Shares, as the case may be):

(a)

Each Vendor has the legal capacity and competence to enter into and be bound by this Agreement and to take, perform or execute all proceedings, acts and instruments necessary or advisable to consummate the transactions contemplated herein and to fulfill his obligations hereunder;

(b)

This Agreement has been duly executed and delivered by each Vendor and is a legal, valid and binding obligation of such Vendor enforceable against such Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(c)

The Vendors, collectively, are the legal and beneficial owner of all of the issued and outstanding shares of the Corporation, free and clear of any and all liens, claims or encumbrances of any kind, save and except for liens, claims or encumbrances contemplated under the Shareholders’ Agreement, if any. Upon consummation of the transactions contemplated herein, the Purchaser shall acquire good and marketable title to the Initial Shares, the Additional Shares and the Optioned Shares, as the case may be, in each case free and clear of any and all liens, claims or encumbrances of any kind, save and except for liens, claims or encumbrances contemplated under the Shareholders’ Agreement, if any;

(d)

There are no restrictions on the transfer of the shares of the Corporation other than those set forth in the articles of incorporation of the Corporation and any amendments thereto, and the Shareholders’ Agreement. Other than the common shares of the Corporation owned by each Vendor as described in Section 4(c), no Vendor owns, or has any other interest, directly or indirectly, in any shares or other equity interests in the capital of the Corporation;

(e)

The Corporation is a corporation duly incorporated and organized and validly subsisting under the federal laws of Canada. The Corporation has the corporate power and authority to own, lease or operate its property and conduct its business and activities as currently conducted. The Corporation is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such qualification necessary. The Corporation is duly licensed, registered and qualified to do business in each jurisdiction in which it carries on business and is up-to-date in the filing of all required corporate returns and filings;

(f)

The Corporation has the power, legal capacity and authority to enter into and perform its obligations under this Agreement. The Corporation, its shareholders and its board of directors, have taken all necessary or desirable actions, steps and corporate and other proceedings to approve the transfer and sale by the Vendors to the Purchaser of the Initial Shares and the Additional Shares, as the case may be, and such further documents as are necessary and proper to consummate the terms of and transactions contemplated in this Agreement;

(g)

Upon execution and delivery, this Agreement shall constitute a valid and legally binding obligation of the Corporation enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;

(h)

As of the date hereof, the authorized capital of the Corporation consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 10,000,000 common shares and nil preferred shares are issued and outstanding;

(i)

Except pursuant to this Agreement and the Shareholders’ Agreement, no Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for: (i) the purchase of any of issued and outstanding shares of the Corporation owned by the Vendors; (ii) the purchase, subscription, allotment or issuance of any unissued shares or securities of the Corporation; or (iii) the purchase of any of the assets of the Corporation. Other than as set out in the Shareholders’ Agreement, the transfer of the Initial Shares, the Additional Shares and/or the Optioned Shares will not trigger any anti-dilution rights in favour of any other Person;

(j)

The Initial Shares represent 6% of the issued and outstanding common shares in the capital of the Corporation on a Fully-Diluted Basis. Each 100,000 of Additional Shares does and will, upon transfer to the Purchaser, represent 1% of the issued and outstanding common shares in the capital of the Corporation on a Fully-Diluted Basis;

(k)

No shares or other securities of the Corporation have been issued in violation of any Applicable Law or the constating documents of the Corporation or any contract, agreement, commitment and other engagement to which the Corporation is a party or by which it is bound;

(l)

No Vendor nor the Corporation has made any assignment for the benefit of its creditors nor has any receiving order been made against him/it under the Bankruptcy and Insolvency Act (Canada) or similar laws of any other jurisdiction, nor has any petition for such an order been served upon him/it, nor has he/it attempted to take the benefit of any legislation with respect to financially distressed debtors, nor is it an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or under any applicable bankruptcy or insolvency legislation;

(m)

The execution and delivery of this Agreement, the consummation of the transactions herein or the compliance with or fulfilment of the terms and provisions hereof do not and will not result in the breach or violation of any provisions of, constitute a default under, conflict with or cause the acceleration of any obligation of the Corporation or a Vendor under:

(i)

any contract, agreement, order, commitment and other engagement, whether written or oral, to which the Corporation or a Vendor is a party or by which he/it is or his/its properties are bound;

(ii)

any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Corporation;

(iii)

any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Corporation or a Vendor;

(iv)

any permits, licenses, franchises, certificates, authorizations, consents and approvals of the Corporation or a Vendor; or

(v)

any Applicable Law;

(n)

There are no actions, suits, proceedings (whether or not purportedly on behalf of the Corporation or a Vendor), investigations, arbitrations, prosecutions, grievances or controversy, commenced, pending or, to the knowledge of the Corporation and the Vendors, threatened, against or affecting the Corporation or a Vendor at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency, instrumentality or arbitrator, domestic or foreign. The Corporation and the Vendors are not aware of any existing ground on which any such action, suit, proceeding, investigation, prosecution or grievance might be commenced with any reasonable likelihood of success. The Corporation and the Vendors are not subject to, or in violation or default of, any judgment, order, writ, injunction, decree or rule or any court, administrative agency, governmental authority or arbitrator;

(o)

Except for the Shareholders’ Agreement, neither the Corporation nor the Vendors are required to give notice to, make any declaration, filing, or registration with, or obtain any consent from, any party in connection with (i) the execution and delivery by the Vendors of this Agreement and each of the other closing documents required hereby, (ii) the performance by the Corporation and the Vendors of their respective obligations hereunder, including the sale of the Initial Shares, the Additional Shares and/or the Optioned Shares, or (iii) the consummation of the transactions contemplated hereby or thereby;

(p)

Each Vendor is not a non-resident of Canada for purposes of the Income Tax Act;

(q)

Except for the Shareholders’ Agreement, there are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the shares of the Corporation or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Corporation; and

(r)

The Corporation conducts and has conducted the business of the Corporation and all its other business in accordance with all Applicable Laws, in all material respects.

Covenants.

(a)

Indemnification. The Corporation and the Vendors shall, jointly and severally, indemnify and hold harmless the Purchaser from and against any loss that it may become subject to, as a result of, in connection with, or relating to (i) any breach of any representation or warranty by the Corporation or any Vendor in this Agreement or any closing document delivered pursuant hereto; and (ii) any breach of any covenant or obligation of the Corporation or any Vendor in this Agreement or any closing document delivered pursuant hereto. The aggregate liability of the Corporation and the Vendors under this section shall not exceed the aggregate of: (I) the aggregate purchase price paid for the Initial Shares, the Additional Shares and/or the Optioned Shares; plus (II) the aggregate indebtedness (principal, interest and/or fees) then outstanding pursuant to the Note.

(b)

Debt. Until such time as all indebtedness under the Note is repaid in full by the Corporation, the Corporation covenants and agrees that it shall not, without the prior written consent of the Purchaser, incur any Debt, except for Debt of the Corporation owing to the Purchaser under or pursuant to the Note. “Debt” means and includes: (i) an obligation of the Corporation for borrowed money; (ii) an obligation of the Corporation evidenced by a note, bond, debenture or other similar instrument; (iii) an obligation of the Corporation for the deferred purchase price of property or services, excluding trade payables and other accrued current liabilities incurred in the ordinary course of business in accordance with customary commercial terms; (iv) a capitalized lease obligation of such person; (v) a guarantee, indemnity, or financial support obligation by the Corporation of any other Person; and (vi) a share in the capital of the Corporation that is redeemable by its holder either at a fixed time or on demand.

(c)

Due Diligence. From and after the date hereof and until the Expiry Date, the Vendors and the Corporation shall cause the Corporation to authorize its management to allow the Purchaser and its advisors, upon reasonable notice during normal business hours and at other reasonable times, access to the facilities, vehicles, equipment, records and advisors of the Corporation and access to key employees and top customers of the Corporation for the purpose of completing the Purchaser’s due diligence review. The due diligence investigation will include, without limitation, a complete review of the financial, legal, tax, environmental and insurance records and agreements of the Corporation, and any other matters as the Purchaser’s accountants, tax and legal counsel, and other advisors deem reasonably relevant, and the Vendors and the Corporation shall cause the Corporation to take all reasonable steps necessary to facilitate such due diligence investigation by the Purchaser.

(d)

Sale/Issuance of Shares. Except as contemplated under this Agreement and/or under Sections 6.3, Article 11 through Article 13 of the Shareholders’ Agreement, until the later of the Expiry Date and such time as all indebtedness under the Note is repaid in full by the Corporation: (i) each Vendor covenants and agrees to not, without the prior written consent of the Purchaser, sell, bargain, transfer, assign, dispose of any of the issued and outstanding shares of the Corporation owned by such Vendor nor enter into any agreement for the transfer, sale, bargain or assignment of, any such shares, nor shall such Vendor grant, or enter into any agreement which has the effect of granting, to any Person any option, right or privilege capable of becoming an agreement for the transfer, sale, bargain or assignment of any of such shares to such Person; and (ii) the Corporation covenants and agrees to not, without the prior written consent of the Purchaser, issue, or grant an option or other right to purchase or subscribe for shares or other securities of the Corporation nor enter into any agreement which has the effect of granting, to any Person any option, right or privilege capable of becoming an agreement for the purchase or subscription for shares or other securities of the Corporation. As a condition precedent to the completion of any proposed transfer under Sections 6.3, Article 11, Article 12 or Article 13 of the Shareholders’ Agreement, the applicable transferee (to the extent such transferee is not already a party hereto) shall enter into an agreement, whereby such transferee consents to the terms of this Agreement and agrees to assume and be bound by all of the obligations of the Vendors under this Agreement.

(e)

Shareholders Agreement. The Corporation and the Vendors covenant and agree that at such time that the Purchaser owns in excess of 50% of the issued and outstanding shares of the Corporation, then at the option of the Purchaser effective upon the giving of written notice to the Corporation and the other shareholders of the Corporation: (i) the Shareholders’ Agreement shall be terminated and be of no further force and effect; or (ii) the refences to ‘80%’ in each of the definition of ‘Special Resolution’, Section 10.1 and Section 22.12 of the Shareholders’ Agreement shall thereupon be deemed to have been amended to ‘70%’.

(f)

Closings. On the closing of any purchase and sale transaction of Initial Shares, Additional Shares and/or the Optioned Shares hereunder, each Vendor shall deliver to the Purchaser: (i) a share certificate(s) evidencing the applicable shares of the Corporation being sold by such Vendor at such closing; and (ii) a share transfer form executed by such Vendor in favour of the Purchaser, substantially in the form attached as Schedule “B” hereto.

(g)

Merger. The Corporation and the Vendors covenant and agree not to take any steps that would hinder the ability of the Purchaser to arrange for a merger of the Corporation into the Purchaser or such other publicly traded entity or such other go-public transaction involving the Corporation, including but not limited to completing an audit of the Corporation.

Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Vendors and the Corporation that:

(a)

the Purchaser is a corporation duly incorporated and validly existing under the laws of the State of Nevada;

(b)

the execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser;

(c)

this Agreement constitutes a legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(d)

the execution and delivery of this Agreement by the Purchaser, the consummation of the transactions contemplated hereby and its fulfilment of the terms, conditions and provisions hereof will not (with or without the giving of notice of lapse of time, or both) contravene or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of the Purchaser, under (i) any applicable law, (ii) any judgment, order, writ, injunction or decree of any regulatory authority having jurisdiction over it, or (iii) the articles, by-laws or any resolutions of the board of directors or shareholders of the Purchaser;

(e)

the Purchaser will be purchasing the Initial Shares, Additional Shares and Optioned Shares, as applicable, as principal; and

(f)

the Purchaser has not engaged any broker or other agent in connection with the transactions contemplated hereunder and, accordingly, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to have acted for the Purchaser.

Survival

(a)

The representations and warranties of the Corporation and the Vendors in this Agreement and any document or certificate given pursuant hereto or in connection herewith, shall not merge in or be prejudiced by and shall survive and continue in full force and effect until the later of: (i) two years from the Expiry Date; and (ii) such time as all indebtedness under the Note is repaid in full; for the Purchaser’s exclusive benefit, following the Purchaser’s execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Purchaser.

(b)

The representations and warranties of the Purchaser in this Agreement and any document or certificate given pursuant hereto or in connection herewith, shall not merge in or be prejudiced by and shall survive and continue in full force and effect until the later of: (i) two years from the Expiry Date; and (ii) such time as all indebtedness under the Note is repaid in full; for the Vendors’ and the Corporation’s exclusive benefit, following the execution, delivery and performance of this Agreement by each of the Vendors and the Corporation, notwithstanding any investigation made by or on behalf of the Vendors or the Corporation.

(c)

The covenants of the Corporation set out in this Agreement and any ancillary agreement, instrument, certificate or other document given pursuant hereto, shall survive in accordance with their respective terms.

General.

(a)

In this Agreement:

(i)

“Applicable Law” means, as to any Person, any federal, provincial, state, municipal or other law, treaty, regulation, rule, ordinance, decree, judgment, order or similar requirement made or issued by any government or governmental, authority or regulatory authority, domestic or foreign applicable to or binding upon that Person, or to which that Person or any of its property is subject;

(ii)

“Business Day” means any day of the year, other than a Saturday, a Sunday or any day on which major banks are closed for business in Toronto, Ontario;

(iii)

“Fully-Diluted Basis” means a calculation of the Corporation's share capital, taking into account all issued and outstanding shares of the Corporation, and the conversion into share capital of the Corporation of all options, warrants, convertible securities and other rights to acquire shares of the Corporation (including, without limitation, shares allocated to the employee stock option plan of the Corporation);

(iv)

“Person” includes an individual, firm, corporation, syndicate, partnership, limited liability company, limited partnership, trust, association, joint venture, unincorporated organization and every other legal or business entity whatsoever;

(v)

“Proportionate Share” means: (i) in respect of DR, 47.5%; (ii) in respect of RK, 31.66%; (iii) in respect of 909 Ontario, 15.84% and (iv) in respect of ML, 5%; and

(vi)

“Shareholders’ Agreement” means the amended and restated unanimous shareholders agreement of the Corporation dated March 23, 2022.

(b)

Notwithstanding the provisions herein, if at any time the issued and outstanding shares of the Corporation shall be subdivided, redivided, changed, exchanged or converted into a greater number or consolidated into a lesser number of shares, or if such shares are reclassified, then upon the transfer of the Additional Shares or any exercise of the option granted herein, the Purchaser shall be entitled to receive and shall accept in lieu of the Additional Shares and/or Optioned Shares, as applicable, the aggregate number of shares of the appropriate classes that the Purchaser would have been entitled to receive as a result of such subdivision, redivision, change, exchange, conversion, consolidation or reclassification if, on the record date or the effective date thereof, it had been the registered holder of the Additional Shares and/or Optioned Shares, as the case may be.

(c)

Each of the parties hereto shall, from time to time, at the request of any other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be necessary, appropriate and/or desirable to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby. Notwithstanding anything contained herein or in the Shareholders’ Agreement, each of the Vendors and the Corporation hereby irrevocably waives any right of first refusal, pre-emptive or anti-dilution right, right to receive notice, consent/approval rights or any other similar rights or requirements contained in the Shareholders’ Agreement that may arise or exist in connection with or as a result of the transfer of the Initial Shares, the Additional Shares and/or the Optioned Shares, and/or the consummation of the transactions contemplated hereby, and each of the Vendors and the Corporation hereby irrevocably consents to the transfer of the Initial Shares, the Additional Shares and/or the Optioned Shares in accordance with this Agreement.

(d)

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person (including by courier service) or transmitted by e- mail, addressed as follows:

If to the Vendors:

DR: Daniel Rubin

448 Autumn Hill Blvd.

Thornhill, Ontario L4J 9B8

Email: dan@buddingequity.com

RK: Robert Klein

229 Strathallan Wood Blvd.

Toronto, Ontario M5N 1T5

Email: rob@buddingequity.com

909 Ontario: 909663 Ontario Limited

229 Strathallan Wood Blvd.

Toronto, Ontario M5N 1T5

Email: rob@buddingequity.com

ML: Michael Lickver

8 Parkwood Avenue

Toronto ON M4V 2W8

Email: mike.lickver@gmail.com

If to the Corporation:

53 Cliff Gunn Road

Newmarket ON L3X 3J7

Email: dan@buddingequity.com

Attention: Daniel Rubin

If to the Purchaser:

c/o Raskin Legal

10 Keri Lane

Spring Valley, New York 10977

E-Mail: zr@raskinlegal.com

Attention: Zvi Raskin

or any other address or e-mail address of which notice has been given in accordance with this Section. Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted if delivered or transmitted during normal business hours on a Business Day (or, if such day is not a Business Bay, on the next following Business Day). Any party hereto may change its address from time to time by notice given to the other parties in accordance with the foregoing.

(e)

The inclusion in this Agreement of headings and subheadings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(f)

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing one gender include all genders.

(g)

Unless otherwise stated, all references in this Agreement to dollar amounts, "dollars" or "$" are references to Canadian dollars.

(h)

Time shall be of the essence of this Agreement.

(i)

This Agreement shall be binding upon and enure to the benefit of the parties hereto, and their respective heirs, executors, administrators, successors and assigns, as the case may be.

(j)

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to its conflict of laws principles.

(k)

All of the provisions of this Agreement shall be treated as separate and distinct and if any provision hereof is declared invalid or unenforceable, the same shall be severed and deleted herefrom and the other provisions shall nevertheless remain in full force and effect.

(l)

This Agreement may be executed in counterparts and delivered electronically, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

(m)

This Agreement constitutes the entire agreement among the parties pertaining to the subject matter of this Agreement and there are no warranties, representations or agreements among the parties in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement.

Rest of page intentionally left blank.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement, effective as of the day and year first above written.

		/s/ Daniel Rubin
Witness		Daniel Rubin

		/s/Robert Klein
Witness		Robert Klein

		/s/Michael Lickver
Witness		Michael Lickver

909663 ONTARIO LIMITED

By:	/s/Robert Klein
	Name: Robert Klein
	Title: President

BUDDING EQUITY INC.

Per:	/s/Daniel Rubin
	Name: Daniel Rubin
	Title: CEO

INTERNATIONAL STAR INC.

Per:	/s/ Nochum Greenberg
	Name: Nochum Greenberg
	Title: CEO

SCHEDULE “A”

NOTICE OF EXERCISE OF OPTION

TO:	DANIEL RUBIN, ROBERT KLEIN, 909663 ONTARIO LIMITED AND MICHAEL LICKVER (collectively, the “Vendors”)

AND TO:	BUDDING EQUITY INC. (the “Corporation”)

In accordance with the Share Purchase Agreement among the Vendors, the Corporation and International Star Inc. dated as of the l day of August, 2022 (the “Share Purchase Agreement”), the undersigned hereby gives you notice that it is exercising its option to purchase an aggregate of l issued and outstanding common shares in the capital of the Corporation (the “Purchased Shares”), as follows:

(a)

l issued and outstanding common shares in the capital of the Corporation owned by Daniel Rubin, being Daniel Rubin’s Proportionate Share (as defined in the Share Purchase Agreement) of the Purchased Shares;

(b)

l issued and outstanding common shares in the capital of the Corporation owned by Robert Klein, being Robert Klein’s Proportionate Share of the Purchased Shares;

(c)

l issued and outstanding common shares in the capital of the Corporation owned by Michael Lickver, being Michael Lickver’s Proportionate Share of the Purchased Shares; and

(d)

l issued and outstanding common shares in the capital of the Corporation owned by 909663 Ontario Limited, being 909663 Ontario Limited’s Proportionate Share of the Purchased Shares.

All of the terms and conditions of the completion of such share purchase transaction shall be in accordance with the Share Purchase Agreement.

DATED this ___ day of ________, 20__ .

INTERNATIONAL STAR INC.

Per:
	Name:
	Title:

SCHEDULE “B”

FORM OF SHARE TRANSFER

SHARE TRANSFER FORM

TO:	BUDDING EQUITY INC. (the “Corporation”)

AND TO:	THE DIRECTORS

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to INTERNATIONAL STAR INC., common shares in the capital of the Corporation registered in the name of the undersigned and hereby irrevocably nominates, constitutes and appoints the proper officer of the Corporation as attorney to effect such transfer on the books of the Corporation with full power of substitution in the premises.

DATED the ___ day of ________, 20__ .


Witness		l

Exhibit 7.2

Original Principal Amount: US$543,478.26

Issue Date: August 12, 2022

Original Purchase Price: US$500,000
Original Issue Discount: US$43,478.26

SECURED PROMISSORY NOTE

For value received, Budding Equity Inc., a corporation incorporation incorporated under the federal laws of Canada, with an office located at 53 Cliff Gunn Road, Newmarket, Ontario L3X 3J7 (referred to hereinafter as the “Borrower”), hereby promises to pay to the order of International Star, Inc., a corporation incorporated under the laws of Nevada, or its registered assigns (the “Holder”), the principal sum of US$543,478.26 or so much as has been advanced in one or more tranches (the “Principal Amount”), together with interest accruing on the unpaid balance at a per annum rate of ten percent (10%) (the “Interest Rate”), and Default Interest accruing in case of default as further set forth below, on the dates set forth below or upon acceleration or otherwise, as set forth herein (or as may be amended, extended, renewed and refinanced, collectively, this “Note”).

The consideration to the Borrower for this Note is five hundred thousand Dollars ($500,000) (the “Consideration”) to be paid in one or more tranches (each, a “Tranche”). The first Tranche shall consist of a payment by Holder to Borrower on the Issue Date of no less than three hundred thousand Dollars ($300,000), from which the Holder shall retain five thousand dollars ($5,000) to cover a portion of its legal fees, and prepaid interest for the first six (6) months after the Issue Date, pursuant to Section 1.2. Additional Tranches shall be advanced at Holders discretion. Each of the Tranches shall be evidenced by a Flow of Funds Memorandum executed by the Borrower, a form of which is attached hereto as Appendix A.

The maturity date (“Maturity Date”) for all amounts owing outstanding hereunder shall be at the end of the period that begins from the date each Tranche is advanced and ends twenty four (24) months after the date hereof (such periods each referred to herein as a “Tranche Term”). The principal sum, as well as interest and other fees shall be due and payable in accordance with the payment terms set forth in Article I herein. This Note may not be prepaid in whole or in part except pursuant to Section 1.6 below or as otherwise explicitly set forth herein.

This Note carries an original issue discount of forty three thousand four hundred seventy eight and 26/100 Dollars ($43,478.26) (the “OID”), to cover the Holder’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be five hundred thousand Dollars ($500,000), computed as follows: the Principal Amount minus the OID. The OID shall be earned upon the advance of each Tranche on a pro rata basis of their proportion of the total Consideration. [For example: upon the advance of the first Tranche, twenty six thousand eighty six and 96/100 Dollars ($26,086.96) shall be added to the principal amount of the outstanding Note in addition to the amount advanced, and the total amount owed, or the total principal amount, shall be three hundred twenty six thousand eighty six and 96/100 Dollars ($326,086.96)].

It is further acknowledged and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount of all reasonable expenses incurred by the Holder in connection with the collection of amounts due, or enforcement of any terms pursuant to, this Note (“Collection Costs”). All such expenses shall be deemed added to the Principal Amount hereunder to the extent such expenses are paid or incurred by the Holder, whether or not litigation is commenced to enforce this Note.

This Note shall be a senior secured obligation of the Borrower with first priority over all current and future Indebtedness (as defined below) of the Borrower. The obligations of the Borrower under this Note are secured pursuant to the terms of the security agreements (the “Security Agreements”) of even date herewith by and between the Borrower and the Holder, terms of which are incorporated by reference and made part of this Note.

The assets of the Borrower are free of all liens, claims and encumbrances. The issuance of this Note is not subject to preemptive rights or other similar rights of shareholders or members, as applicable, of Borrower and will not impose personal liability upon the holder thereof.

The following additional terms shall also apply to this Note:

ARTICLE I. PAYMENTS

1.1 Principal Payments. The Principal Amount of the first Tranche shall be due and payable in accordance with the amortization schedule contained in Appendix B hereto, with any outstanding amounts due and payable on the Maturity Date. Amortization schedules for the principal amount of any future Tranche will be provided upon the advance of such Tranche and shall follow the same general formula for repayment as the first Tranche.

1.2 Principal Payments. Interest on this Note (i) is computed separately for each Tranche; (ii) is charged on a monthly basis (that is, for each month during each Tranche Term, the amount of accrued interest is determined by multiplying one twelfth (1/12th) of the Interest Rate by the sum of the principal amount plus, if applicable, any accrued and previously due but unpaid interest of such Tranche); and (iii) is payable on a monthly basis, provided however, that the initial six (6) months’ interest shall be payable by the Borrower on the Issue Date. See Appendix B, attached hereto, for a complete payment schedule for the first Tranche. Payment schedules for additional Tranche shall be provided upon distribution of such additional Tranches and shall follow the same general formula for repayment as the first Tranche.

1.3 Other Payment Obligations. All fees, penalties, and other charges, if any, due under this Note, shall be payable pursuant to the terms contained herein, but in any case, shall be payable no later than the Maturity Date.

1.4 Default Interest. Any amount of principal, interest, other amounts due hereunder or penalties on this Note, which is not paid by the due date as specified herein, or upon acceleration or otherwise, as set forth herein, shall in addition to other remedies contained herein, shall bear interest during the continuance of an Event of Default at the lesser of the rate of twenty four percent (24%) per annum or the maximum legal amount permitted by law (the “Default Interest Rate”), from the due date thereof until the same is paid (“Default Interest”). Wherever interest to be paid under this Note is to be calculated on the basis of any period of time that is less than a calendar year (a “deemed year”), such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year.

1.5 Payment Method. All payments of principal and interest due hereunder shall be paid by automatic debit, wire transfer, certified cheque or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States and shall be made at such place as Holder or the legal holder or holders of the Note may from time to time appoint in a payment invoice or otherwise in writing, and in the absence of such appointment, then at the offices of Holder at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest, then to any late charges, fees, penalties, and the like, due and owing, and thereafter, any remainder will be credited to principal. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, interest shall continue to accrue during such extension. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the cities of New York, New York or Toronto, Ontario are authorized or required by law or executive order to remain closed.

1.6 Prepayment. Borrower shall have the right at any time prior to the Maturity Date, upon thirty (30) days’ notice to the Holder, to prepay the Note, in whole or in part, by making a payment to Holder equal to the outstanding Principal Amount plus all interest through the Maturity Date plus any other amounts due under the Note. Notwithstanding any other provision of this Note, should the transaction whereby the Holder or an affiliate of the Holder acquires or otherwise amalgamates with the Borrower fail to close on or prior to the date that is six (6) months from the Issue Date of this Note, the Borrower may thereafter prepay this Note in full without notice, bonus or penalty, and such prepayment in an amount equal to all then outstanding principal and all accrued and unpaid interest then existing shall terminate this Note.

ARTICLE II. REPRESENTATIONS AND WARRANTIES AND COVENANTS

2.1 The Borrower hereby makes the following representations and warranties as of the date hereof to the Holder:

(a) Compliance with Laws. No Borrower is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition or operations of Borrower.

(b) Compliance with Other Instruments. Borrower is not in violation or default of any terms of any Agreement, and the Borrower is not in violation of any provisions of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a Material Adverse Effect on the Borrower. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated therein will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any Lien upon any assets of the Borrower or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Borrower, or its business or operations or any of its assets or properties. The sale of the Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

(c) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of any of the Borrower, threatened against or affecting the Borrower, or any of its respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. The Borrower is not the subject of any Action involving a claim or violation of liability and security laws or fiduciary duty. There has not been, and to the knowledge of the Borrower, there is not pending or contemplated, any investigation by governmental authority involving the Borrower.

(d) Title to Assets. Borrower has good and marketable title in all personal property owned by them that is material to this transaction, free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by this transaction and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.

(e) Taxes.

i. Borrower has timely and properly filed all tax returns required to be filed by them for all years and periods (and portions thereof) for which any such tax returns were due, except where the failure to so file would not have a Material Adverse Effect; all such filed tax returns are accurate in all material respects; Borrowers has timely paid all taxes due and payable (whether or not shown on filed tax returns), except where the failure to so pay would not have exceeded $10,000 in the aggregate or have a Material Adverse Effect; there are no pending assessments, asserted deficiencies or claims for additional taxes that have not been paid; the reserves for taxes, if any, reflected in the financial statements are adequate, and there are no Liens for taxes on any property or assets of the Borrowers and any of its Affiliates (other than Liens for taxes not yet due and payable); there have been no audits or examinations of any tax returns by any (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal (a “Governmental Body”), and the Borrower and its Affiliates have not received any notice that such audit or examination is pending or contemplated; no claim has been made by any Governmental Body in a jurisdiction where the Borrower do not file tax returns that it is or may be subject to taxation by that jurisdiction; to the knowledge of the Borrower, no state of facts exists or has existed which would constitute grounds for the assessment of any penalty or any further tax liability beyond that shown on the respective tax returns; and there are no outstanding agreements or waivers extending the statutory period of limitation for the assessment or collection of any tax.

ii. The Borrower is not a party to any tax-sharing agreement or similar arrangement with any other Person.

(f) Brokers and Finders. No person will have, as a result of the transactions contemplated herein, any valid right, interest or claim against or upon Borrower or the Holder for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Borrower.

(g) Questionable Payments. Neither the Borrower or its directors, officers, employees have on behalf of the Borrower: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (iii) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (iv) made any false or fictitious entries on the books and records of Borrower; or (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

(h) Solvency. The Borrower has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.

(i) Disclosures. The Borrower has not provided the Holder or its agents or counsel with any untrue statements. The written materials delivered to the Holder in connection with the transactions contemplated herein do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

2.2 Commitment Shares. Upon the advance of the first Tranche by Holder to the Borrower, Borrower shall cause to be transferred to the Holder a number of shares of Borrower’s common stock such that the Holder (or, at the Holder’s sole discretion, any affiliate of the Holder) shall own six percent (6%) of the shares in the capital of the Borrower immediately following such transfer (the “Initial Equity Interest”). Upon the advance of an additional $200,000, in the aggregate, in one or more future Tranches by Holder, Borrower shall issue to the Holder, or cause to transferred to the Holder, an additional number of shares of Borrower’s common stock such that the Holder (or, at the Holder’s sole discretion, any affiliate of the Holder) shall own ten percent (10%) of the shares in the capital of the Borrower immediately following such issuance or transfer (the “Additional Equity Interest” and collectively with the Initial Equity Interest, the “Equity Interest”). Contemporaneous with closing, the Borrower, the transferring shareholders and the Holder shall enter into a share purchase/transfer agreement relating to the Commitment Shares upon terms and conditions mutually satisfactory.

2.3 The Borrower hereby covenants the following:

(a)

Purpose. The proceeds of this Note shall be used by the Borrower to fulfill purchase orders and for general working capital.

(b)

Right of Participation. For a period of eighteen (18) months from the date hereof, in the event Borrower or any Subsidiary or affiliate of the Borrower, proposes to offer and sell its securities, whether debt, equity, or any other financing transaction (each a “Future Offering”), the Holder shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Future Offering up to an amount equal to one hundred percent (100%) of the Principal Amount of this Note.

(c)

Right of First Refusal. If at any time while this Note is outstanding, the Borrower or any Subsidiary has a bona fide offer of capital or financing from any third party, then the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower or Subsidiary on the same terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower or Subsidiary within 10 days from Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower or Subsidiary may obtain such capital or financing from that respective third party. The Offer Notice must be sent via electronic mail to avi@leonitecap.com Cc: dberger@bergerlawpllc.com.

(d)

Terms of Future Financings. So long as this Note is outstanding, upon any issuance of any security, or amendment to the terms of any security that was originally issued before the Issue Date, by the Borrower or any Subsidiary, with any term that the Holder reasonably believes is more favourable to the holder of such security or with a term in favour of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such additional or more favorable term within three (3) business days of the issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower complied with the notification provision of this Section 2.3(d)). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment premium rate, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. If Holder elects to have the term become a part of the transaction documents with the Holder, then the Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”) within three (3) business days of Borrower’s receipt of request from Holder (the “Adjustment Deadline”), provided that Borrower’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

(e)

Registration Rights. Within twelve (12) months of the Issue Date, Borrower shall be required to file, or support the filing of, as the case may be, a registration statement with the SEC for a Future Offering. The Borrower shall actively employ commercially reasonable best efforts to cause or support, as the case may be, such registration statement to become effective within twenty four (24) months of the Issue Date.

	(f)	Piggyback Registration.

		In this Section:

“Offering Document” means any document prepared in accordance with applicable Securities Laws that qualifies securities of a Person for sale as may be necessary to file under the Securities Laws in order for such securities to become freely tradable to the public in the applicable jurisdictions.

“Registrable Securities” shall mean any common shares, or any shares of the Borrower acquired by the Holder on or after the date hereof.

“Securities Laws” means, collectively, applicable securities laws and the respective regulations, instruments and rules made under those securities laws together with all applicable published policy statements, notices, blanket orders and rulings of the applicable securities commissions or regulatory authorities and the applicable rules and requirements of any stock exchange on which the applicable securities are listed or are to be listed.

The Borrower shall notify the Holder in writing at least thirty (30) calendar days prior to the filing of any Offering Document under the Securities Laws for purposes of a public offering of securities of the Borrower or any Subsidiary or Affiliate of the Borrower, whether or not for sale for its own account, and will afford the Holder a reasonable opportunity to include in such Offering Document all or part of the Registrable Securities held by the Holder. The Holder, to the extent it desires to include in any such Offering Document all or any part of the Registrable Securities held by it, shall, within fifteen (15) calendar days after receipt of the above-described notice from the Borrower, so notify the Borrower in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Holder. The Borrower shall use its commercially reasonable efforts to include such Registrable Securities in any Offering Document under the Securities Laws that the Borrower has been so requested to include by the Holder. The failure to register the Registrable Securities pursuant to this Section shall constitute an Event of Default.

(g)

Payment of Proceeds. Notwithstanding the scheduled principal payments owing pursuant to Section 1.1, the Borrower shall pay to the Holder, at the Holder’s sole discretion, all of the proceeds received on account of any of the following, in order to reduce the Principal amount then owing:

any sale of assets outside of the ordinary course of business by the Borrower or Subsidiaries in excess of $25,000 in each instance or in the aggregate;

ii.

any issuance of debt of the Borrower or Subsidiaries in excess of $25,000 in each instance or in the aggregate;

iii.

any proceeds of insurance of the Borrower or Subsidiaries $25,000 in each instance or in the aggregate; or

iv.

any issuance of equity of the Borrower or Subsidiaries, including any equity issuance contemplated by Section 2.3(d).

For greater certainty, each reference herein to the “Borrower” is intended to include the Borrower and its subsidiaries; and paragraphs (ii) and (iv) above remains subject to the prior written consent of the Holder in accordance with paragraph (k)(v) below.

	(h)	New Note. In the event that the Borrower merges or amalgamates with any other entity or completes any form of reorganization at any time, the Borrower shall, at the Holder’s sole discretion, deliver an amended and restated Note to Holder to appropriately reflect such events.

	(i)	Audit. The Borrower shall use commercially reasonable efforts to complete an audit prior to any Future Offering.

	(j)	Transfer of Indebtedness. In connection with any Future Offering, the Borrower shall cause all indebtedness of the Borrower and its officers to be transferred into the public vehicle.

	(k)	Additional Negative Covenants. The Borrower shall not:

change the nature of its business; or

ii.

sell, divest, change the structure of any material assets other than in the ordinary course of business; or

iii.

enter into any variable rate transactions; or

iv.

accept Merchant-Cash-Advances or similar financing instruments; or

issue any debt or enter into any Future Offering without the prior written consent of the Holder.

ARTICLE III. EVENTS OF DEFAULT

3.1 It shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:

(a)

Payment. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise. With respect to any due date herein, time shall be considered to be of the essence and in each case, the non-payment of any amount due hereunder shall have no cure period;

(b)

Sale/Disposition. The sale or other disposition of a material portion of the Borrower’s businesses or assets;

(c)

Representations. Any representation or warranty of the Borrower made herein, or in any agreement, statement or certificate given pursuant hereto or in connection herewith, is false or misleading in any material respect and the breach of which has had (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note, and the other documents executed in connection therewith (collectively, the “Transaction Documents”);

(d)

Covenants. Any breach of any covenant by the Borrower hereunder or under any of the other Transaction Documents;

(e)

Illegality. Any court of competent jurisdiction issues an order declaring this Note, any of the other Transaction Documents or any provision hereunder or thereunder to be illegal;

(f)

Material Adverse Change – Financial. Any material adverse change in the financial condition of any of the Borrower;

(g)

Material Adverse Effect. The failure by Borrower to maintain any intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), to the extent that such failure would result in a material adverse condition or material adverse change in or affecting the business operations, properties or financial condition of Borrower or any of its subsidiaries (a “Material Adverse Effect”);

(h)

Legal proceedings. Commencement of any legal proceedings against any of the Borrower claiming damages in excess of twenty five thousand Dollars ($25,000);

(i)

Judgement. In any money judgment, process is entered or filed against any of the Borrower or any of their property or other assets of more than $25,000 which remains unvacated, unbonded or unstayed for a period of 20 days, unless otherwise consented to by Holder;

(j)

Voluntary Bankruptcy or Insolvency. The Borrower (i) commences or institutes any application, proceeding or other action under any statute, rule or regulation relating to bankruptcy, insolvency, winding-up, reorganization, administration, plans of arrangement, relief or protection of debtors including without limitation any Bankruptcy and Insolvency Law or any applicable corporate legislation, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, compromise, arrangement, stay of proceedings of creditors generally, or other relief with respect to it or its debts, or (D) appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any part of its assets; (ii) makes a general assignment for the benefit of its creditors; (iii)declares a general moratorium on payment of its indebtedness or interest thereon, or proposes a compromise or arrangement between it and any of its creditors; or (iv)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this paragraph (j);

(k)

Involuntary Bankruptcy or Insolvency. With respect to the Borrower: (i) there is commenced against such party in a court of competent jurisdiction any application, proceeding or other action of a nature referred to in paragraph (j) above which (A) results in the entry of an order for relief or any such adjudication or appointment, or (B) remains undismissed, undischarged, unstayed or unbonded for 45 days; (ii) there is commenced against such party any application, proceeding or other action seeking issuance of a warrant of seizure and sale, execution, garnishment or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, stayed or bonded pending appeal within 45 days from the entry thereof; or (iii) such party is unable to, or admits in writing its inability to, pay its debts as they become due;

(l)

Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business;

(m)

Cessation of Operations. Any cessation of operations by the Borrower or the Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due;

(n)

Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the other financial instrument, including but not limited to all promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or any other third party (the “Other Agreements”), after the passage of all applicable notice and cure or grace periods, that results in a Material Adverse Effect shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder; or

(o)

Failure to File Registration Statement. The failure of the registration statement pursuant to Section 2.3(e) to have been filed, or the failure of the Borrower to actively employ commercially reasonable best efforts to support such registration statement to become effective within twenty four (24) months of the Issue Date pursuant to Section 2.3(e).

3.2 Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents including but not limited to the Security Agreements, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Transaction Documents, shall, after the passage of all applicable notice and cure or grace periods, if any, be an Event of Default under this Note, in which event the Holder shall be entitled to apply all of the rights and remedies for default provided by applicable law and as set forth in this Note or any of the other Transaction Documents.

3.3 Upon the occurrence of any Event of Default specified in this Article III:

	(a)	This Note, shall immediately become due and payable all without demand, presentment or notice, all of which are expressly waived by the Borrower, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest), late charges, Collection Costs, legal fees, and any and all other costs, fees, and penalties due and owing under applicable law or pursuant to this Note, as applicable through the date of full repayment;

	(b)	Borrowers shall incur a monthly monitoring fee of five thousand Dollars ($5,000) to cover Holder’s expenses (the “Monitoring Fee”), for each month until the Note is paid in full;

	(c)	Default Interest shall accrue on the Default Amount subject to Section 1.4; and

	(d)	The Holder shall be entitled to exercise all of its rights and remedies available in law or in equity, including without limitation those set forth herein and in the other Transaction Documents.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Waiver of Presentment. Borrowers waive presentment for payment, notice of dishonor, protest and notice of protest.

4.3 Severability. In the event that any provision herein is determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other provision, all of which shall remain in full force and effect.

4.4 Integration. This Note may not be modified or amended except by written agreement signed by Borrowers and Holder. All provisions contained herein are the final terms of this Note which have be negotiated between, and agreed upon by, the parties herein. In the event of any conflict or inconsistency regarding the collateral pledged by the Borrowers to secure this Note, the Security Agreements will control. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.5 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as follows:

If to the Borrower, to

53 Cliff Gunn Rd

Newmarket, Ontario L3X 3J7

Attention: Daniel Rubin

Email: dan@buddingequity.com

If to the Holder, to

c/o Raskin Legal

10 Keri Lane

Spring Valley, New York 10977

E-Mail: zr@raskinlegal.com

Attention: Zvi Raskin

4.6 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns.

4.7 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the courts located in such Province. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable legal fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.8 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty.

4.9 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.10 Usury. To the extent it may lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. In the event that any provision of this Note or any other Transaction Document would oblige the Borrower or any Guarantor to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Holder of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Holder of interest at a criminal rate, such adjustment to be effected, to the extent necessary as follows: (a) first, by reducing the amount or rate of interest required to be paid under this Note; and (b) thereafter, by reducing any fees, commissions, premiums or other amounts required to be paid to the Holder which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada). If, notwithstanding the provisions of this provision and after giving effect to all adjustments contemplated thereby, the Holder shall have received an amount in excess of the maximum permitted by applicable law, then such excess shall be applied by the Holder to the reduction of the principal balance of the outstanding principal hereunder and not to the payment of interest, or if such excessive interest exceeds such principal balance, such excess shall be refunded to the Borrower or Guarantor, as applicable.

4.11 Opportunity to Consult with Counsel. The Borrower represents and acknowledges that it has been provided with the opportunity to discuss and review the terms of this Note and the other Transaction Documents with its counsel before signing it and that it is freely and voluntarily signing the Transaction Documents in exchange for the benefits provided herein. In light of this, the Borrower will not contest the validity of Transaction Documents and the transactions contemplated therein. The Borrower further represents and acknowledges that it has been provided a reasonable period of time within which to review the terms of the Transaction Documents.

4.12 Consent to Judgment. The Borrower acknowledges that the Holder has been granted a consent to judgement by the Borrower, and that the Holder has advanced the Purchase Price hereunder only on condition of receiving the foregoing, and that the Holder may register such consent to judgement with the Ontario Superior Court of Justice or such other applicable Court.

4.13 Confidentiality. Holder and Borrower acknowledge that the existence and the terms of this Note and any oral or written information exchanged in connection with the preparation and performance of this Note and other related documents, all of which shall remain confidential. Without obtaining written consent the existence of the Note and other related documents shall not be disclosed to any third party, except for information that (a) is or will be in the public domain; or (b) is under the obligation to be disclosed pursuant to applicable law or regulations.

4.14 Currency. Unless otherwise stated, all references in this Note to dollar amounts, "dollars" or "$" are references to United States dollars.

4.15 Judgment Currency. (a) If, for the purpose of obtaining a judgment in any court, it is necessary to convert a sum due to the Holder in any currency (the "Original Currency") into another currency (the "Other Currency"), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Holder may purchase the Original Currency with the Other Currency on the Business Day preceding the day on which the final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied. (b) The obligations of the Borrower in respect of any sum due in the Original Currency from it to the Holder under any of the Loan Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Holder of any sum adjudged to be so due in the Other Currency, the Holder may, in accordance with normal banking procedures, purchase the Original Currency with the Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Holder in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Holder against any loss and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Holder in the Original Currency, the Holder shall remit such excess to the Borrower.

4.16 Electronic Signatures and Electronic Delivery. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Note are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record[, including facsimile or email electronic signatures. Delivery of an executed copy of this Note by facsimile or electronic transmission constitutes valid and effective delivery.

4.17 Limitations Act. The undersigned agrees that limitation periods established by the Limitations Act, 2002 (Ontario), other than the ultimate 15 year limitations period, do not apply to this Note.

[signature page to follow]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name as of the date first written above.

	BUDDING EQUITY INC.


	Per:	/s/ Daniel Rubin
	Name:	Daniel Rubin
	Title:	CEO


	Per:	/s/ Daniel Rubin
	Name:	Daniel Rubin
	Title:	CFO

APPENDIX A

(Form of Flow of Funds Memorandum)

International Star, Inc.

Flow of Funds Memorandum

CLOSING DATE:_________________ , 2022

Set forth below is the flow of funds that will occur on__________________ , 2022, in connection with the closing of the_________ Tranche contemplated by that certain Secured Promissory Note dated________________ , 2022, as amended from time to time (the “Transaction Documents”), between International Star, Inc. (“Holder”) and Budding Equity Inc., (the “Borrower”).

[Prior to this ____________ Tranche, Holder has advanced $______________ pursuant to the Transaction Documents.]

Upon the closing of this _______________ Tranche, the total advanced by Holder pursuant to the Transaction Documents will be $________.

As per the terms of the Transaction Documents, upon the closing of this__________ Tranche, the Principal Amount of the Note shall increase by $______________ , including OID of $________.

This memorandum shall serve as the Borrower’s confirmation as to the disbursement of the proceeds from said funding.

Transaction	Amount	Funding Instructions
1. Withholding of Legal Fees	$____________	N/A
2. Withholding of Prepaid Interest	$____________	N/A
3. Payment of net proceeds to the Borrower	$____________	Holder makes wire transfer to: Budding Equity Inc.
			[address of Borrower]



		Bank Name:
		Bank Address:


		Account Number:
		Routing Number:

AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE:

BUDDING EQUITY INC.

By: _______________________

Name: _____________________

Title: ______________________

APPENDIX B

(Payment schedule for the first tranche)

Date		Interest		Principal		Total Payment
8/___/2022	*	$	16,304.35		–	$	16,304.35
9/___/2022			–		–		–
10/___/2022			–		–		–
11/___/2022			–		–		–
12/___/2022			–		–		–
1/___/2023			–		–		–
2/___/2023			–		–		–
3/___/2023		$	2,717.39		–	$	2,717.39
4/___/2023		$	2,717.39		–	$	2,717.39
5/___/2023		$	2,717.39		–	$	2,717.39
6/___/2023		$	2,717.39		–	$	2,717.39
7/___/2023		$	2,717.39		–	$	2,717.39
8/___/2023		$	2,717.39		–	$	2,717.39
9/___/2023		$	2,717.39	$	27,173.91	$	29,891.30
10/___/2023		$	2,717.39	$	27,173.91	$	29,891.30
11/___/2023		$	2,717.39	$	27,173.91	$	29,891.30
12/___/2023		$	2,717.39	$	27,173.91	$	29,891.30
1/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
2/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
3/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
4/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
5/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
6/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
7/___/2024		$	2,717.39	$	27,173.91	$	29,891.30
8/___/2024		$	2,717.39	$	27,173.91	$	29,891.30

* Date of Advance of 1^st Tranche

Exhibit 7.3

THIS SHARE PURCHASE AND TRANSFER AGREEMENT (the “Agreement”), made effective as of the 30^th day of January 2023 (the “Effective Date”), is entered into by and among Daniel Rubin, an individual residing in the Province of Ontario (“DR”), Robert Klein, an individual residing in the Province of Ontario (“RK”), 909663 Ontario Limited, a corporation incorporated under the laws of the Province of Ontario (“909 Ontario”), Michael Lickver, an individual residing in the Province of Ontario (“ML”, and together with DR, RK and 909 Ontario, collectively the “Sellers” and each of them a “Seller”), International Star Inc., a corporation incorporated under the laws of the State of Nevada (the “Purchaser”), and Budding Equity Inc., a corporation incorporated under the federal laws of Canada (the “Corporation”). (The Sellers, Purchaser and Corporation are jointly referred to herein as the “Parties” and each as a “Party.”)

WHEREAS the Purchaser currently owns 750,000 shares of the common stock of the Corporation, having acquired said shares from the Corporation on or about August 12, 2022, pursuant to the terms set forth in that certain Share Purchase Agreement by and between the Parties; and

WHEREAS the Sellers granted an option (the “Option”) to Purchaser to acquire an additional 9,250,000 shares (the “Shares”) of the Corporation’s common stock, which Shares represent all of the Sellers’ remaining equity interests in the Corporation, pursuant to the terms set forth in the aforesaid Share Purchase Agreement; and

WHEREAS the Purchaser duly exercised the Option on or about October 25, 2022; and

WHEREAS the Parties now wish to enter into this Agreement to memorialize the issuance of the Shares to the Purchaser pursuant to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration (the receipt and sufficiency of which each of the Parties hereto hereby acknowledges), the Parties hereby agree as follows:

SECTION 1

PURCHASE OF SHARES

The Sellers hereby transfer to the Purchaser the aggregate amount of 9,250,000 common shares in the capital of the Corporation, free and clear of all claims, liens and encumbrances, in consideration of that certain promissory note issued by Purchaser to the order of Sellers, dated January 31, 2023 (the “Note”), in the principal amount of $1,094,000 (USD).

The amounts due under the Note shall be payable by Purchaser to Sellers in a combination of cash and shares as follows: cash payment(s) in the aggregate amount of $512,000 (USD), with the balance to be paid by the issuance of shares of the Purchaser to the Sellers, in the form of its Series B Preferred Shares to be designated by Purchaser at a later date.

SECTION 2

PARTIES’ REPRESENTATIONS AND WARRANTIES

Each of the Parties hereby represents and warrants as follows and acknowledges that the other Parties are relying upon such representations and warranties:

It has full power, authority and legal right to enter into this Agreement.

This Agreement has been duly authorized and executed and constitutes a legal, valid and binding obligation of such Party enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the execution and delivery of this agreement by such Party or the performance by such Party of its obligations hereunder.

The execution and delivery of this Agreement by such Party and its performance of its obligations hereunder will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Party or any of its property, or the organizational or governing documents of such Party or any agreement or instrument to which such Party is a party or by which it or its property is bound.

SECTION 3

SELLERS’ FIDUCIARY OBLIGATIONS AND RESTRICTIVE COVENANTS

Fiduciary Obligations. The Sellers acknowledge and agree that each of them has a fiduciary obligation to the Purchaser and, for a period commencing on the Effective Date of this Agreement and continuing until the third anniversary of the Effective Date, shall not permit such Seller’s personal interests to conflict, or to appear to conflict, with the business interests of the Purchaser (which, for purpose of this paragraph, shall include the Purchaser’s subsidiary, Budding Equity Inc.) or the Seller’s duties to the Purchaser.

Covenant Not to Compete. Each of the Sellers acknowledges that he, she or it is and will be in possession of Confidential Information concerning the Corporation, including, but not limited to, information about markets, key personnel, current and prospective customers and other business affairs and methods and other information not readily available to the public (collectively, “Confidential Information”); provided, however, that, for purposes of this Agreement, Confidential Information shall not include information which is or becomes generally available to the public other than as a result of wrongful disclosure by any Seller. As a means reasonably designed to protect the Confidential Information, from the Effective Date of this Agreement until the third anniversary of the Effective Date, each Seller who currently owns more than 10% of the outstanding shares of the Corporation agrees that during such time period it will not, directly or indirectly (including through its affiliates), within the geographic region of North America, engage in, assist (financially or otherwise), render services to, or perform any activity that is competitive with the Corporation’s business.

Non-Interference and Non-Solicitation. From the Effective Date until the third anniversary of the Effective Date, each Seller who currently owns more than 10% of the outstanding shares of the Corporation shall not, without the prior written consent of the Purchaser, directly, indirectly, or as an agent on behalf of or in conjunction with any person, firm, partnership, corporation or other entity: (a) hire, solicit, encourage the resignation of, or in any other manner seek to engage or employ, any person who, as of the Effective Date or at any time during the six (6) month period prior thereto, was an employee or consultant of the Corporation, whether or not for compensation and whether as an officer, employee, consultant, adviser, independent sales representative, vendor, independent contractor or participant, or (b) solicit, service or otherwise have any business dealings with any person or entity with whom the Corporation has a then-current business relationship or if such solicitation or other dealings could reasonably be expected to adversely impact the Corporation’s relationship with such person or entity.

Non-Disclosure. Unless otherwise approved in writing by the Purchaser, each of the Sellers covenants and agrees that he, she or it will not use for any purpose and will keep secret and will not intentionally disclose to anyone other than the Purchaser, wherever located, any and all Confidential Information during the term of this Agreement.

SECTION 4

GENERAL CONTRACT PROVISIONS

The Parties hereto shall sign and deliver such further and other papers, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give effect to this Agreement and every part thereof.

All notices, requests, demands or other communications by the terms hereof required or permitted to be given or made by one party to another shall be given in writing by (i) email, with proof of delivery, addressed to such other party’s email address below; or (ii) registered mail, postage prepaid, addressed to such other party or delivered to such other party, at such other party’s mailing address below, as follows:

If to Sellers:

Daniel Rubin

448 Autumn Hill Blvd.

Thornhill, Ontario L4J 9B8

Email: dan@buddingequity.com

Robert Klein

229 Strathallan Wood Blvd.

Toronto, Ontario M5N 1T5

Email: rob@buddingequity.com

Michael Lickver

8 Parkwood Avenue

Toronto, Ontario M4V 2W8

Email: mike.lickver@gmail.com

909663 Ontario Limited

229 Strathallan Wood Blvd.

Toronto, Ontario M5N 1T5

Email: rob@buddingequity.com

If to Purchaser:

International Star, Inc.

Attention: Nochum Greenberg, Interim CEO

8 The Green

Suite 13940

Dover, DE 19901

With a copy to:

Zvi Raskin, Esq.

c/o Raskin Legal

10 Keri Lane

Spring Valley, New York 10977

Email: zr@raskinlegal.com

or such other address or addresses as the party to whom such notice, document or other communication is given may have designated by notice so given to any party hereto. Any notice, document or other communication, if mailed, shall be deemed to have been given on the fourth (4th) business day following the postmarked date thereof and if delivered, on the day of delivery, if a business day, or if not a business day, on the business day next following the date of delivery.

This Agreement, the Promissory Note, and the terms hereof and thereof, shall constitute the entire agreement between the Parties hereto with respect to all of the matters herein and its execution has not been induced by, nor do any of the Parties hereto rely upon or regard as material any representations or writings whatsoever not incorporated herein and made a part hereof. This Agreement shall not be amended, altered or qualified except by a memorandum in writing signed by all the Parties hereto and any amendment, alteration or qualification hereof shall be null and void and shall not be binding upon any party who has not given his consent as aforesaid.

All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or Parties referred to in each case require, and the verb agreeing therewith shall be construed as agreeing with the required word and pronoun.

All headings and titles in this Agreement are for reference only and are not to be used in the interpretation of the terms hereof.

This Agreement shall enure to the benefit of and be binding upon the Parties hereto, their respective heirs, legal personal representatives, successors and assigns.

Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.

Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this agreement in electronic format shall be effective as delivery of a manually executed counterpart of this agreement.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement to be effective as of the date first written above.

PURCHASER:		SELLERS:

INTERNATIONAL STAR INC.		/s/ Daniel Rubin
		DANIEL RUBIN

Per:	/s/ Nochum Greenberg	/s/Robert Klein
	Name: Nochum Greenberg	ROBERT KLEIN
	Title: Chief Executive Officer

I have authority to bind the corporation		/s/Michael Lickver
		MICHAEL LICKVER


ADDITIONAL PARTY:		909663 ONTARIO LIMITED

BUDDING EQUITY INC.		Per:	/s/ Robert Klein
			Name: Robert Klein
Per:	/s/ Daniel Rubin		Title: President
	Name: Daniel Rubin
	Title: President	I have authority to bind the corporation

I have authority to bind the corporation

Exhibit 7.4

Principal Amount: US$1,094,000

Issue Date: January 31, 2023

SECURED PROMISSORY NOTE

For value received, International Star, Inc., a corporation incorporated under the laws of Nevada (referred to hereinafter as the “Borrower”), hereby promises to pay to the order of the “Holders” (as listed in Schedule “A” to this Note), the principal sum of US$1,094,000 (the “Principal Amount”), together with interest accruing on the unpaid balance at a per annum rate of zero percent (0%) (the “Interest Rate”, together with the Principal Amount, the “Obligations”), on the dates set forth below or upon acceleration or otherwise, according to the schedule set out herein and upon and subject to the terms set out herein.

The maturity date for all amounts owing outstanding hereunder shall be twenty-four (24) months after the date hereof (“Maturity Date”).

This Note shall be a secured obligation of the Borrower and the payment and performance of the Obligations are secured by a pledge of 9,250,000 shares (the “Shares”) of Budding Equity Inc., a corporation incorporated under the federal laws of Canada (“Budding”), as set forth in that certain pledge agreement dated as of the date hereof between the Borrower and the Holders (the “Pledge Agreement”).

The following additional terms shall also apply to this Note:

ARTICLE I. PAYMENTS

1.1 Principal Payments. Borrower shall have the right to pay up to half of the Principal Amount in securities of the Borrower (“Payment in Shares”), and the remainder shall be due in cash.

1.1.1

Minimum Cash Payments. Minimum Cash Payments shall be made by Borrower to the Holders as follows and calculated in accordance with the percentages set forth in Schedule A hereto:

(a)

US $100,000 within 10 business days of the Issue Date.

(b)

On or about the 15th day of each calendar month commencing in March 2023 and ending: (i) in September 2023 or (ii) on such earlier date on which Borrowers have made payment to Holders (inclusive of the payment to be made by Borrowers pursuant to Section 1.1.1(a) above) in the aggregate amount of US $512,000, Borrower shall pay the minimum sum of US $58,857.14 to the Holders.

1.1.2

Payment in Shares. For the Principal Amount to be paid in shares, Borrower shall issue to Holders securities eligible to be convertible into free trading common shares of the Borrower having a value of $582,000.

1.2 Other Payment Obligations. All fees, penalties, and other charges, if any, due under this Note, shall be payable pursuant to the terms contained herein, but in any case, shall be payable no later than the Maturity Date.

1.3 Payment Method. Unless otherwise provided herein, all payments of principal and interest due hereunder shall be paid by automatic debit, wire transfer, certified cheque or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States and shall be made at such place as Holders of the Note may from time to time appoint in a payment invoice or otherwise in writing, and in the absence of such appointment, then at the offices of Holders at such address as the Holders shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, interest shall continue to accrue during such extension. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the cities of New York, New York or Toronto, Ontario are authorized or required by law or executive order to remain closed.

1.4 Prepayment. Borrower shall have the right at any time prior to the Maturity Date, upon thirty (30) days’ notice to the Holders, to prepay the Note, in whole or in part, by making a payment to the Holders equal to the outstanding Principal Amount due under the Note.

ARTICLE II. EVENTS OF DEFAULT

2.1 It shall be considered an event of default if any of the following events listed in this Article II (each, an “Event of Default”) shall occur:

(a) Payment. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise. With respect to any due date herein, the non-payment of any amount due hereunder shall have a cure period of thirty (30) days following written notice thereof to the Borrower;

(b) Voluntary Bankruptcy or Insolvency. The Borrower (i) commences or institutes any application, proceeding or other action under any statute, rule or regulation relating to bankruptcy, insolvency, winding-up, reorganization, administration, plans of arrangement, relief or protection of debtors including without limitation any Bankruptcy and Insolvency Law or any applicable corporate legislation, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, compromise, arrangement, stay of proceedings of creditors generally, or other relief with respect to it or its debts, or (D) appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or any part of its assets; (ii) makes a general assignment for the benefit of its creditors; (iii)declares a general moratorium on payment of its indebtedness or interest thereon, or proposes a compromise or arrangement between it and any of its creditors; or (iv)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this paragraph (b);

(c) Involuntary Bankruptcy or Insolvency. With respect to the Borrower: (i) there is commenced against such party in a court of competent jurisdiction any application, proceeding or other action of a nature referred to in paragraph (b) above which (A) results in the entry of an order for relief or any such adjudication or appointment, or (B) remains undismissed, undischarged, unstayed or unbonded for 45 days; (ii) there is commenced against such party any application, proceeding or other action seeking issuance of a warrant of seizure and sale, execution, garnishment or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, stayed or bonded pending appeal within 45 days from the entry thereof; or (iii) such party is unable to, or admits in writing its inability to, pay its debts as they become due;

(d) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business;

(e) Cessation of Operations. Any cessation of operations by the Borrower or the Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due; and

(f) Pledge Agreement. Any default or breach by Borrower under the Pledge Agreement, subject to any notice requirements or cure periods as provided for therein.

2.2 Written Notice of Default. Unless otherwise provided, no event shall constitute a default unless and until written Notice of Default is given to the defaulting party, specifying the particular event, series of events, or failure constituting the default and the cure period.

2.3 Upon the occurrence of any Event of Default specified in this Article II for which Borrower has failed to cure within the cure period:

(a) This Note, shall immediately become due and payable; and

(b) All Shares that were not paid for shall be returned to Holders in full satisfaction of Borrower’s payment obligations hereunder relating to such Shares; and

(c) In the event that an Event of Default occurs prior to such time as the Borrower has made payments in excess of the value (in dollars) of 50.1% total equity in Budding, then Budding or any of the Holders shall be entitled, at their sole discretion, to repurchase from the Borrower the Shares that were already paid for by the Borrower at a price per Share equal to 80% of the price per Share paid by the Borrower to the Holders for such Shares..

ARTICLE III. MISCELLANEOUS

3.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holders in the exercise of any power, right or privilege hereunder or under the Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder or under the Pledge Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

3.2 Severability. In the event that any provision herein is determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other provision, all of which shall remain in full force and effect.

3.3 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as follows:

If to the Borrower, to

International Star, Inc.

Attention: Nochum Greenberg, Interim CEO

8 The Green

Suite 13940

Dover, DE 19901

With a copy to:

Zvi Raskin, Esq.

c/o Raskin Legal

10 Keri Lane

Spring Valley, New York 10977

E-Mail: zr@raskinlegal.com

If to the Holders, to

Daniel Rubin

448 Autumn Hill Blvd.

Thornhill, Ontario L4J 9B8

Email: dan@buddingequity.com

Robert Klein

229 Strathallan Wood Blvd.
Toronto, Ontario M5N 1T5

Email: rob@buddingequity.com

909663 Ontario Limited
229 Strathallan Wood Blvd.
Toronto, Ontario M5N 1T5
Email: rob@buddingequity.com

Michael Lickver

8 Parkwood Avenue

Toronto ON M4V 2W8

Email: mike.lickver@gmail.com

If to Budding, to

53 Cliff Gunn Road

Newmarket ON L3X 3J7

Email: dan@buddingequity.com

Attention: Daniel Rubin

3.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to be the benefit of the Holders and their successors and assigns and shall not be assigned by any party without the consent of the other party hereto.

3.5 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

3.6 Opportunity to Consult with Counsel. The Borrower and Holders represent and acknowledge that they have been provided a reasonable period of time within which to review the terms of the Note and the opportunity to discuss and review the terms of this Note with their respective counsel before signing it and that they are freely and voluntarily signing the Note in exchange for the benefits provided herein. In light of this, the Borrower and Holders will not contest the validity of the Note and the transactions contemplated therein.

3.7 Confidentiality. Holders and Borrower acknowledge that the existence and the terms of this Note and any oral or written information exchanged in connection with the preparation and performance of this Note and other related documents, all of which shall remain confidential. Without obtaining written consent the existence of the Note and other related documents shall not be disclosed to any third party, except for information that (a) is or will be in the public domain; or (b) is under the obligation to be disclosed pursuant to applicable law or regulations.

3.8 Currency. Unless otherwise stated, all references in this Note to dollar amounts, "dollars" or "$" are references to United States dollars.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name as of the date first written above.


INTERNATIONAL STAR INC.


By:	/s/ Nochum Greenberg
Name:	Nochum Greenberg
Title:	Interim CEO

SCHEDULE “A” – BORROWINGS AND PAYMENTS

All amounts payable under this Note shall be paid to the “Holders” (all of whom are listed below) by the Borrower according to the following percentages:

1. Daniel Rubin - 47.5%

2. Robert Klein - 31.66%

3. 909663 Ontario Limited - 15.84%

4. Michael Lickver - 5%

Exhibit 7.5

BOARD RESOLUTION FOR THE ISSUANCE OF SHARES

INTERNATIONAL STAR, INC.

(the "Corporation")

The undersigned, constituting the majority of the Board of Directors of the Corporation, Incorporated under the laws of the State of Nevada do hereby consent to the adoption of, and hereby approve and adopt, the following resolutions effective as of February 13, 2023.

RESOLVED, that the Board of Directors authorize the designation of a new series of the Corporation's Preferred Shares — to wit Series B. The shares are fully paid for and non-assessable with an acquisition value of Ten Dollars ($10.00 USD) per share. The shares are being issued to the following shareholder(s) pursuant to a Secured Promissory Note dated January 31, 2023.

RESOLVED, that Board of Directors authorize and instructs ClearTrust. LLC, a Florida limited liability company, sole stock transfer agent for this stock class, to issue RESTRICTED shares to the following:

Shareholder Registration Name	Shareholder's Full Address	SSN or Tax ID#	# of Shares	Email and/or Phone
Daniel Rubin		N/A (Foreigner)	27,645 — Series B Preferred	dan@buddingequity.com
909663 Ontario Limited		N/A (Foreigner)	27,645 — Series B Preferred	rob@buddingequity.com
Michael Lickver		N/A (Foreigner)	2,910 — Series B Preferred	Mike.lickver@gmail.com

RESOLVED FURTHER, that the Board of Directors authorize and instructs ClearTrust, LLC to deliver the above shares as instructed below (select one):

		Please overnight a certificate to the shareholder(s)'s address of record (LISPS will be used for P.O. Boxes).

		Please send a certificate 2-3-day shipment directly to the shareholder(s)'s address of record.

x		Please e-mail a Book-Entry Statement directly to the shareholder(s) (the statement will be mailed if a valid e-mail address is not provided).

		Other:

The undersigned, do hereby certify that we are the majority of the Board of Directors of the Corporation; that this is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of the State of Incorporation as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.

IN WITNESS WHEREOF, the undersigned, constituting the majority of the Board of Directors of the Corporation, consent hereto in writing as of the date first written above and direct that this instrument be filed with the minutes of proceedings of the Board of Directors of the Corporation.

Director Signature:	/s/ Nochum Greenberg	Director Signature:	/s/ Avi Minkowitz

Printed Name:	Nochum Greenberg	Printed Name:	Avi Minkowitz

________________________

¹This is a template resolution. Please verify with your legal counsel that the issuance of shares is in accordance with your by-laws, the laws of your State of Incorporated in, and federal securities laws.

²The acquisition value represents the cost basis of the securities and will be reported to the IRS and to applicable taxpayers via Form 1099-B. If stock is being issued to a tax-exempt recipient, or it is restricted stock payable to an employee, you may leave this field blank.

³A legal opinion and other supporting documentation may be required.

⁴If delivery instructions are not provided a book-entry statement will be mailed or mailed to the shareholder(s).

Exhibit 7.6

THIS SHARE PLEDGE AGREEMENT made this 30^th day of January, 2023 B E T W E E N:

INTERNATIONAL STAR, INC., a corporation incorporated under the laws of the State of Nevada

(the “Pledgor”)

- and -

DANIEL RUBIN, an individual resident in the Province of Ontario

(“Daniel”)

- and -

ROBERT KLEIN, an individual resident in the Province of Ontario

(“Robert”)

- and -

MICHAEL LICKVER, an individual resident in the Province of Ontario

(“Michael”)

- and -

909663 ONTARIO LIMITED, a corporation incorporated under the laws of the Province of Ontario

(together with Daniel, Robert and Michael, the “Pledgees”)

WHEREAS:

(a) the Pledgor previously has acquired 750,000 common shares in the capital of Budding Equity Inc. (the “Corporation”);

(b) the Pledgees, the Pledgor and the Corporation have agreed that the Pledgees shall sell an additional 9,250,000 common shares of the Corporation (the “Pledged Shares”) to the Pledgor, which Shares represent all of their equity interests in the Corporation;

(c) the payment of the purchase price for the Shares of the Pledgees, includes, without limitation, the payment, by a promissory note dated as of the date hereof (the “Promissory Note”), the sum of US$1,094,000, issued by the Pledgor to the Pledgees, a copy of which is attached hereto as Schedule “A”; and

(d) in accordance with the terms of the Promissory Note, the Pledgor is obliged to pledge the Shares as security for the Secured Obligations (as that term is defined below);

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained, the sum of $2.00 and other good and valuable consideration (the receipt and sufficiency of which each of the parties hereto hereby acknowledges), the parties hereby agree as follows:

SECTION 1

GRANT OF SECURITY INTEREST

1.00 In accordance with the terms set forth below, the Shares shall secure the due and prompt payment and performance of the obligations under the Promissory Note, including the obligations to pay all principal, interest and other amounts owing to the Pledgees thereunder (collectively, the “Secured Obligations”), the Pledgor hereby pledges, assigns and grants to the Pledgees a first priority lien and security interest in the Pledged Shares and all proceeds and products of the Pledged Shares (collectively, the “Collateral”).

SECTION 2

ATTACHMENT

2.00 The parties intend that the security interest hereby granted to the Pledgees in the Collateral will attach upon the execution of this Agreement.

SECTION 3

PERFECTION AND FURTHERANCE OF SECURITY INTEREST

3.01 The Pledgor shall, from time to time, as may be required by the Pledgees with respect to all Collateral, promptly take all actions as may be reasonably requested by the Pledgees to perfect the security interest in the Collateral, at the sole cost and expense of the Pledgor. The Pledgor shall, at its own cost and expense, take reasonable steps to defend title to the Collateral and the first priority lien and security interest of the Pledgees therein against the claim of any person claiming against or through the Pledgor and to maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such Agreements from third parties, and take all further action, that may be necessary, or that the Pledgees may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Pledgees to exercise and enforce its rights and remedies hereunder or under any other Agreement with respect to any Collateral.

3.02 The Pledgor hereby irrevocably authorizes the Pledgees at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without the signature of the Pledgor where permitted by law. The Pledgor agrees to provide all information required by the Pledgees pursuant to this Section 3.03 promptly to the Pledgees upon request. For purposes of this Agreement, “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Nevada, United States, or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

SECTION 4

RIGHTS AS SHAREHOLDER

4.00 Unless and until a Default (defined below) occurs and is continuing the Pledgor shall remain the shareholder of record with respect to the Pledged Shares and shall retain all rights of ownership thereunder, including without limitation, the rights to vote said shares and to receive any dividends that may be declared thereon, and shall retain sole possession of the Pledged Shares. The Pledgees acknowledge and agree that they will not at any time take any steps to dispose of, encumber, deal with or take any action with respect to the Pledged Shares except as provided elsewhere in this Agreement.

SECTION 5
DEFAULT

5.00 There shall be a default hereunder upon the occurrence of any one or more of the following events (“Default”):

(a) an Event of Default (as such term is defined therein) under the Promissory Note, including if the Pledgor fails to make any payment to the Pledgees in respect of the Promissory Note as and when same becomes due, subject to any notice requirements or cure periods as provided for in the Note;

(b) the Pledgor fails to perform or fulfil any of the obligations, covenants, terms and conditions contained in this Agreement and such default is not remedied within thirty (30) days of written notice thereof to the Pledgor; provided that with respect to an event referred to in Section 4.00(a), no additional notice or cure period shall apply if a notice requirement or cure period is provided for in the Note; or

(c) any security or evidence of indebtedness granted by the Pledgor to other persons becomes enforceable and the secured party thereunder takes steps to enforce the same in accordance with the terms thereof provided that if such secured party waives default in writing or discontinues enforcement, this shall preclude the Pledgees from treating the same as default hereunder.

SECTION 6

REMEDIES UPON DEFAULT

6.00 In the event of any Default, Pledgees may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral.

SECTION 7
PAYMENT

7.00 Upon payment and performance in full of the Secured Obligations, the security interest in the Collateral herein granted shall be fully and effectively discharged and the Pledgees, at the request and sole expense of the Pledgor, shall forthwith terminate all UCC financing statements and amendments thereto filed hereunder by or on behalf of Pledgees.

SECTION 8

REPRESENTATIONS AND WARRANTIES

8.00 The Pledgor hereby represents and warrants as follows and hereby acknowledges that the Pledgees are relying upon such representations and warranties:

8.01 That it is the holder of the Collateral with good and marketable title, free and clear of any mortgage, liens, charges, security interests, adverse claims, pledges, encumbrances and demands of any kind, and as such, has the exclusive right and full power to hypothecate and pledge the Collateral to the Pledgees free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever.

8.02 There is not pending any suit, action or other legal proceeding of any sort either to restrain or otherwise prevent in any manner the Pledgor from effectually and legally hypothecating and pledging the Collateral to the Pledgees free and clear of any and all claims, liens, security interests and encumbrances or any suit, action or proceeding the effect of which would be to cause a lien to attach to the Collateral or to divest title to the Collateral in any manner whatsoever.

8.03 The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

8.04 It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

8.05 This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

8.06 No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery of this agreement by the Pledgor or the performance by the Pledgor of its obligations hereunder.

8.07 The execution and delivery of this Agreement by the Pledgor and the performance by the Pledgor of its obligations hereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound.

SECTION 9

COVENANTS BY THE PLEDGOR

9.01 The Pledgor hereby covenants and agrees that during the currency of this Agreement, without the prior written consent of the Pledgees, which consent shall not be unreasonably withheld or delayed, the Pledgor will not sell, transfer, convey, assign, pledge or otherwise encumber the Collateral other than as provided for herein.

9.02 The Pledgor covenants and agrees in the event any substituted share or shares in the capital of the Corporation is/are received by the Pledgor, whether as a result of a share issuance, subdivision, consolidation, conversion, reclassification, stock dividend, re-organization, amalgamation or otherwise, the Pledgor shall stand possessed of the same in trust for the Pledgees and shall forthwith deliver to the Pledgees the certificate or certificates representing such share or shares whereupon the Pledgees shall hold and deal with such share or shares and the certificate or certificates evidencing the same as part of the Collateral.

SECTION 10

GENERAL CONTRACT PROVISIONS

10.01 The term “the Pledged Shares” as used herein shall include any substituted shares in the capital of the Corporation that are received or acquired directly or indirectly by or on behalf of the Pledgor, whether as a result of a transfer, sale, share issuance, subdivision, consolidation, conversion, reclassification, stock dividend, re-organization, amalgamation or otherwise.

10.02 The Pledgor hereby acknowledges receipt of a duplicate copy of this Agreement.

10.03 The parties hereto shall sign and deliver such further and other papers, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give effect to this Agreement and every part thereof. 10.04 All notices, requests, demands or other communications by the terms hereof required or permitted to be given or made by one party to another shall be given in writing by registered mail, postage prepaid, addressed to such other party or delivered to such other party marked “urgent” as follows:

If to Pledgees:

Daniel Rubin

448 Autumn Hill Blvd.

Thornhill, Ontario L4J 9B8

Email: dan@buddingequity.com

Robert Klein

229 Strathallan Wood Blvd.
Toronto, Ontario M5N 1T5

Email: rob@buddingequity.com

Michael Lickver

8 Parkwood Avenue

Toronto, Ontario M4V 2W8
Email: mike.lickver@gmail.com

909663 Ontario Limited
229 Strathallan Wood Blvd.
Toronto, Ontario M5N 1T5
Email: rob@buddingequity.com

If to Pledgor:

International Star, Inc.

Attention: Nochum Greenberg, Interim CEO

8 The Green

Suite 13940

Dover, DE 19901

With a copy to:

Zvi Raskin, Esq.

c/o Raskin Legal

10 Keri Lane

Spring Valley, New York 10977

Email: zr@raskinlegal.com

10.05 This Agreement, the Promissory Note, and the terms hereof and thereof, shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties hereto rely upon or regard as material any representations or writings whatsoever not incorporated herein and made a part hereof. This Agreement shall not be amended, altered or qualified except by a memorandum in writing signed by all the parties hereto and any amendment, alteration or qualification hereof shall be null and void and shall not be binding upon any party who has not given his consent as aforesaid.

10.06 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require, and the verb agreeing therewith shall be construed as agreeing with the required word and pronoun.

10.07 All headings and titles in this Agreement are for reference only and are not to be used in the interpretation of the terms hereof.

10.08 This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective heirs, legal personal representatives, successors and assigns.

10.09 Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.

10.10 Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this agreement in electronic format shall be effective as delivery of a manually executed counterpart of this agreement.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first written above.

PLEDGOR:		PLEDGEES:

INTERNATIONAL STAR INC.

Per:	/s/ Nochum Greenberg	/s/ Daniel Rubin
	Name: Nochum Greenberg	DANIEL RUBIN
	Title: Chief Executive Officer
		/s/Robert Klein
I have authority to bind the corporation		ROBERT KLEIN

		/s/Michael Lickver
		MICHAEL LICKVER


		909663 ONTARIO LIMITED

		Per:	/s/ Robert Klein
			Name: Robert Klein
			Title: President

		I have authority to bind the corporation

SCHEDULE “A”

PROMISSORY NOTE

(Please see attached)

Exhibit 12

BERGER LAW FIRM LLC

333 Pearsall Ave, Suite 210

Cedarhurst, NY 11516

646-598-9098

July 15, 2024

INTERNATIONAL STAR, INC.

8 The Green STE 13940

Dover, DE 19901

Re: Offering Statement on Form 1-A

Ladies and Gentlemen:

We have been requested by International Star, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with the proposed public offering by the Company under the Securities Act of 1933, as amended, of up to 2,000,000,000 units comprised of (i) 2,000,000,000 shares of its common stock, $0.001 par value per share (“Common Stock”), and (ii) warrants to purchase an additional 2,000,000,000 shares of Common Stock (“Warrant Shares”) through a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission.

In connection with this opinion, we have examined the Offering Statement, the Company’s Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the 2,000,000,000 shares of Common Stock and the 2,000,000,000 Warrant Shares being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable shares of common stock of the Company.

We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption “Legal Matters” in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own no shares of the Company’s common stock, nor any other securities of the Company.

	Sincerely,

	/s/ Berger Law Firm LLC
	BERGER LAW FIRM LLC

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