Table of Contents
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 1-A POS
Dated: April 19, 2024
REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES
ACT OF 1933
Viper Networks,
Inc.
(Exact name of issuer as specified in its charter)
Nevada
(State of other jurisdiction of incorporation or organization)
200 E Big Beaver Rd.
Troy, MI 48083
(248) 724-1300
(Address, including zip code, and telephone number,
including area code of issuer’s principal executive office)
JDT Legal
7533 S Center View Ct, #4291
West Jordan, UT 84084
801-810-4465
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
| 7899 |
|
87-0410279 |
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
This Preliminary Offering Circular shall
only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by
operation of the terms of Regulation A.
This Offering Circular is following the Offering
Circular format described in Part II (a)(1)(ii) of Form 1-A POS.
PART II – PRELIMINARY OFFERING CIRCULAR
- FORM 1-A POS: TIER I
An
Offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor
may offers to buy be accepted before the Offering statement filed with the Securities and Exchange Commission is qualified. This Preliminary
Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities
in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such
state. We may elect to satisfy our obligation to deliver a Final Offering circular by sending you a notice within two business days after
the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering statement in which such Final
Offering Circular was filed may be obtained.
PRELIMINARY OFFERING CIRCULAR
Dated: April 5, 2024
PURSUANT TO REGULATION A OF THE SECURITIES
ACT OF 1933
Viper Networks, Inc.
18851 NE 29th Ave. Suite 700
Troy, MI 48083
13,000,000,000 Shares of Common Stock
at $0.00025 per Share
150,000,000 Shares of Common Stock by the Selling
Shareholders
Minimum Investment: $1,000
Maximum Offering: $3,287,500
See The Offering - Page 9 and Securities Being Offered - Page 28 For Further Details. None of the Securities Offered Are Being Sold By Present Security Holders. This Offering Will
Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 365 days from the date of qualification
by the Securities And Exchange Commission, Unless Extended or Terminated Earlier By The Issuer.
PLEASE REVIEW ALL RISK FACTORS ON PAGES 10
THROUGH PAGE 17 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF
EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD
THAT OCCUR.
THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT
PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO
AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES
OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
Because these securities are being offered on a “best efforts”
basis, the following disclosures are hereby made:
| |
|
Price to Public |
|
Commissions (1) |
|
Proceeds to
Company (2) |
|
Proceeds to
Other Persons (3) |
| Per Share |
|
$.00025 |
|
$0 |
|
$0.00025 |
|
None |
| Minimum Investment |
|
$1,000 |
|
$0 |
|
$1,000 |
|
None |
| Maximum Offering |
|
$3,287,500 |
|
$0 |
|
$3,250,000 |
|
$37,500 |
(1) The Company has not presently engaged
an underwriter for the sale of securities under this Offering.
(2) Does not reflect payment of expenses of this
Offering, which are estimated to not exceed $25,000.00 and which include, among other things, legal fees, accounting costs, reproduction
expenses, due diligence, marketing, consulting, administrative services other costs of blue-sky compliance, and actual out-of-pocket
expenses incurred by the Company selling the Shares. This amount represents the proceeds of the offering to the Company, which will be
used as set out in “USE OF PROCEEDS TO ISSUER.”
(3) There are no finder’s fees or other fees
being paid to third parties from the proceeds. See “PLAN OF DISTRIBUTION.”
(4) $37,500 is being offered by the Selling Shareholders
This Offering (the “Offering”) consists
of Common Stock (the “Shares” or individually, each a “Share”) that is being offered on a “best efforts”
basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by Viper Networks,
Inc., a Nevada Corporation (the “Company”). We are offering up to 13,000,000,000 Shares plus an additional 150,000,000 shares
for certain selling shareholders (collectively the "Selling Shareholders"). Our offering price is $0.00025 per share. This
Offering has a minimum purchase of $1,000 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our
sole discretion. The Shares are being offered only by the Company on a best-efforts basis to an unlimited number of accredited investors
and to an unlimited number of non-accredited investors subject to the limitations of Regulation A. Under Rule 251(d)(2)(i)(C) of
Regulation A+, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not
exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A
non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or
net worth (please see below on how to calculate your net worth). The maximum aggregate amount of the Shares that will be offered is 13,150,000,000
Shares of Common Stock with a Maximum Offering of $3,287,500. There is no minimum number of Shares that needs to be sold in order for
funds to be released to the Company and for this Offering to close. The Company will not receive any proceeds from sales by the Selling
Shareholders.
Our Common Stock is currently quoted on the OTC
Pink tier of the OTC Market Group, Inc. under the symbol “VPER”. On April 18, 2024, the last reported sale price of our common
stock was $0.0003.
The Shares are being offered pursuant to Regulation
A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 offerings. The Shares will only be issued to purchasers who satisfy
the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold;
or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the
Company’s CEO. Pending each closing, payments for the Shares will be paid directly to the Company. Funds will be immediately transferred
to the Company where they will be available for use in the operations of the Company’s business in a manner consistent with the “USE OF PROCEEDS TO ISSUER” in this Offering Circular.
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE
THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS
OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS
OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES
APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE
THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO
REFER TO WWW.INVESTOR.GOV (WHICH IS NOT INCORPORATED BY REFERENCE INTO THIS OFFERING CIRCULAR).
This Offering is inherently risky. See “Risk Factors”
beginning on page 10.
Sales of these securities will commence upon
qualification at the federal and state levels.
The Company is following the “Offering
Circular” format of disclosure under Regulation A.
AN OFFERING STATEMENT PURSUANT TO REGULATION
A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY
OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE
OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION
TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE
TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED
MAY BE OBTAINED.
NASAA UNIFORM LEGEND
FOR RESIDENTS OF ALL STATES: THE PRESENCE
OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER
OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN
STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER
ANY STATE SECURITIES LAWS (COMMONLY CALLED ‘BLUE SKY’ LAWS).
IN MAKING AN INVESTMENT DECISION INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
NOTICE TO FOREIGN INVESTORS
IF THE PURCHASER LIVES OUTSIDE THE UNITED
STATES, IT IS THE PURCHASER’S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES
IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER
REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.
PATRIOT ACT RIDER
The Investor hereby represents and warrants that
Investor is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked
persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Investor has complied with
all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering , including but not limited
to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Public Law 107-56, and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism) of September 23, 2001.
NO DISQUALIFICATION EVENT (“BAD ACTOR”
DECLARATION)
NONE
OF THE COMPANY, ANY OF ITS PREDECESSORS, ANY AFFILIATED ISSUER, ANY DIRECTOR, EXECUTIVE OFFICER, OTHER OFFICER OF THE COMPANY PARTICIPATING
IN THE OFFERING CONTEMPLATED HEREBY, ANY BENEFICIAL OWNER OF 20% OR MORE OF THE COMPANY’S OUTSTANDING VOTING EQUITY SECURITIES, CALCULATED
ON THE BASIS OF VOTING POWER, NOR ANY PROMOTER (AS THAT TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT OF 1933) CONNECTED WITH
THE COMPANY IN ANY CAPACITY AT THE TIME OF SALE (EACH, AN “ISSUER COVERED PERSON”)
IS SUBJECT TO ANY OF THE “BAD ACTOR” DISQUALIFICATIONS DESCRIBED IN RULE 506(D)(1)(I) TO (VIII) UNDER THE SECURITIES ACT
OF 1933 (A “DISQUALIFICATION EVENT”), EXCEPT
FOR A DISQUALIFICATION EVENT COVERED BY RULE 506(D)(2) OR (D)(3) UNDER THE SECURITIES ACT. THE COMPANY HAS EXERCISED REASONABLE CARE
TO DETERMINE WHETHER ANY ISSUER COVERED PERSON IS SUBJECT TO A DISQUALIFICATION EVENT.
Continuous Offering
Under Rule 251(d)(3) to Regulation A, the following
types of continuous or delayed Offerings are permitted, among others: (1) securities offered or sold by or on behalf of a person other
than the issuer or its subsidiary or a person of which the issuer is a subsidiary; (2) securities issued upon conversion of other outstanding
securities; or (3) securities that are part of an Offering which commences within two calendar days after the qualification date. These
may be offered on a continuous basis and may continue to be offered for a period in excess of 30 days from the date of initial qualification.
They may be offered in an amount that, at the time the Offering statement is qualified, is reasonably expected to be offered and sold
within one year from the initial qualification date. No securities will be offered or sold “at the market.” The Shares will
be sold at a fixed price to be determined after qualification. We have provided a bona fide estimate of the price range of the Offering,
pursuant to Rule 253(b)(2). The Offering Price will be filed by the Company via an offering circular supplement pursuant to Rule 253(c).
The supplement will not, in the aggregate, represent any change from the maximum aggregate Offering Price calculable using the information
in the qualified Offering statement. This information will be filed no later than two business days following the earlier of the date
of determination of such pricing information or the date of first use of the Offering Circular after qualification.
Subscriptions are irrevocable and the purchase
price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its
sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without
notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company
upon acceptance of subscriptions for the Securities by the Company.
Forward Looking Statement Disclosure
This Form 1-A POS, Offering Circular, and any
documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All
statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A POS,
Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company's
current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future
performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current
facts. These statements may include words such as 'anticipate,' 'estimate,' 'expect,' 'project,' 'plan,' 'intend,' 'believe,' 'may,' 'should,'
'can have,' 'likely' and other words and terms of similar meaning in connection with any discussion of the timing or nature of future
operating or financial performance or other events. The forward-looking statements contained in this Form 1-A POS, Offering Circular,
and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its
industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes
are appropriate under the circumstances. As you read and consider this Form 1-A POS, Offering Circular, and any documents incorporated
by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties
(many of which are beyond the Company's control) and assumptions. Although the Company believes that these forward-looking statements
are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance
and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more
of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating
and financial performance may vary in material respects from the performance projected in these forward- looking statements. Any forward-looking
statement made by the Company in this Form 1-A POS, Offering Circular or any documents incorporated by reference herein speaks only as
of the date of this Form 1-A POS, Offering Circular or any documents incorporated by reference herein. Factors or events that could cause
our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict
all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.
About This Form 1-A POS and Offering Circular
In making an investment decision,
you should rely only on the information contained in this Form 1-A POS and Offering Circular. The Company has not authorized anyone to
provide you with information different from that contained in this Form 1-A POS and Offering Circular. We are offering to sell, and seeking
offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained
in this Form 1-A POS and Offering Circular is accurate only as of the date of this Form 1-A POS and Offering Circular, regardless of the
time of delivery of this Form 1-A POS and Offering Circular. Our business, financial condition, results of operations, and prospects may
have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore,
are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.
TABLE OF CONTENTS
OFFERING CIRCULAR SUMMARY,
PERKS AND RISK FACTORS
OFFERING CIRCULAR SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering
details, please (1) thoroughly review this Form 1-A POS filed with the Securities and Exchange Commission (2) thoroughly review this Offering
Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A POS and Offering Circular.
Unless otherwise indicated, the terms “Viper Networks,”
“VPER,” “the Company,” we,” “our,” and “us” are used in this Offering Circular to refer
to Viper Networks, Inc. and its subsidiaries.
Business Overview
Viper Networks, Inc., a Nevada corporation, in partnership with Apollo
Metro, is a manufacturer and distributor of highly efficient LED lighting to provide superior turnkey LED lighting solutions for metropolitan
areas (streets and highways), parking lots and warehousing facilities anywhere. By combining LED Lighting, Wireless MESH, Sensors, Infrared
and Video into a single design; Apollo Metro Solutions’ proprietary line of wireless products can be applied to existing infrastructure
through streamlined system integration for a full selection of intelligent LED lighting solutions worldwide.
Viper Networks also provides telecom engineering services for planning,
network expansion and managed services to telecommunication service providers of various telecom networks in the U.S., Middle East and
Northern Africa with top tier expertise in wireless communications. For a further description of the Company and its plan of operations,
see the section entitled “Description of Business” beginning on Page 22.
| Issuer: |
Viper Networks, Inc. |
| |
|
| Type of Stock Offering: |
Common Stock |
| |
|
| Price Per Share: |
$0.00025 |
| |
|
| Minimum Investment: |
$1,000 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our
sole discretion. |
| |
|
| Maximum Offering: |
$3,287,500. The Company will not accept investments
that would be, in aggregate, greater than the Maximum Offering amount. |
| |
|
| Maximum Shares Offered: |
13,150,000,000 Shares of Common Stock of which 150,000,000 will be sold by Selling Shareholders |
| |
|
| Investment Amount Restrictions: |
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay
is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural
persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review
Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. |
| |
|
| Method of Subscription: |
After the qualification by the SEC of the Offering Statement of which this Offering Circular is
a part, investors can subscribe to purchase the Shares by completing the Subscription Agreement and sending payment by check, wire
transfer, ACH, credit card, or any other payment method accepted by the Company. Upon the approval of any subscription,
the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance
with the Use of Proceeds. Subscriptions are irrevocable and the purchase price is non-refundable. |
| |
|
| Use of Proceeds: |
See the description in the section entitled “USE OF PROCEEDS TO ISSUER” on page 20 herein. |
| |
|
| Voting Rights: |
The Shares have full voting rights. |
| |
|
| Trading Symbols: |
Our common stock is directly quoted on the OTC Pink tier of the OTC Market Group, Inc. under the
symbol “VPER”. |
| |
|
| Transfer Agent and Registrar: |
Pacific Stock Transfer Co. is our transfer agent and registrar in connection with the Offering. |
| |
|
| Length of Offering: |
Shares will be offered on a continuous basis until either (1) the maximum number of Shares are
sold; (2) 365 days from the date of qualification by the Commission; (3) the Company in its sole discretion extends the offering
beyond 365 days from the date of qualification by the Commission, or (4) the Company in its sole discretion withdraws this Offering. |
The Offering
| Common Stock Outstanding (1) |
6,563,597,467 Shares |
| Common Stock in this Offering |
13,000,000,000 Shares |
| Stock to be outstanding after the offering (2) |
19,563,597,467
Shares |
| 1. | As of the date of this Offering Circular. |
| 2. | The total number of Shares of Common
Stock assumes that the maximum number of Shares are sold in this Offering. The Company may
not be able to sell the Maximum Offering Amount. The Company will conduct one or more closings
on a rolling basis as funds are received from investors. Includes 150,000,000 shares being
sold by the Selling Shareholders. For further information, see the section on page 27 entitled
"Selling Securityholders." |
Investment Analysis
There is no assurance the Company will be profitable,
or that management’s opinion of the Company’s future prospects will not be outweighed by the unanticipated losses, adverse regulatory
developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.
RISK FACTORS
The purchase of the Company’s Common Stock involves
substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment.
The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire
investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in
any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your
investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised
to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to
invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and
the financial resources available to you.
The discussions and information in this Offering
Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular contains forward-looking
statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please
be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that
projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the
factors it currently believes may cause actual future experience and results may differ from the Company’s current expectations.
Before investing, you should carefully read and
carefully consider the following risk factors:
Risks Related to the Company and Its Business
We have a limited operating history.
Our operating history is limited. There can be
no assurance that our proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose
all or a substantial part of their investment. There is no guarantee that we will ever realize any significant operating revenues or
that our operations will ever be profitable.
We are dependent upon management, key personnel, and consultants
to execute our business plan.
Our success is heavily dependent upon the continued
active participation of our current management team, especially our current executive officer. Loss of this individual could have a material
adverse effect upon our business, financial condition, or results of operations. Further, our success and the achievement of our growth
plans depends on our ability to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition
for qualified employees among companies in our industry, and the loss of any of such persons, or an inability to attract, retain, and
motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect
on our business. If we are unable to attract and retain the necessary personnel, consultants, and advisors, it could have a material
adverse effect on our business, financial condition, or operations.
Although we are dependent upon certain key personnel, we do
not have any key man life insurance policies on any such people.
We are dependent upon management in order to
conduct our operations and execute our business plan; however, we have not purchased any insurance policies with respect to those individuals
in the event of their death or disability. Therefore, should any of those key personnel, management, or founders die or become disabled,
we will not receive any compensation that would assist with any such person’s absence. The loss of any such person could negatively
affect our business and operations.
We are subject to income taxes as well as non-income-based taxes,
such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.
Significant judgment is required in determining
our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations
where the ultimate tax determination is uncertain. Although we believe that our tax estimates will be reasonable: (i) there is no assurance
that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions,
expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial
position and results of operations in the period or periods for which determination is made.
We are not subject to Sarbanes-Oxley regulation and lack the
financial controls and safeguards required of public companies.
We do not have the internal infrastructure necessary,
and are not required to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley
Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial
controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system
and process evaluation, testing, and remediation required in order to comply with the management certification and auditor attestation
requirements.
We have engaged in certain transactions
with related persons.
Please see the section of this offering circular
entitled “Interest of Management and Others in Certain Transactions”.
Changes in employment laws or regulation
could harm our performance.
Various federal and state labor laws govern the
Company’s relationship with our employees and affect operating costs, including labor laws of non-USA jurisdictions, specifically Canadian
federal and provincial statutes. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation
of various federal and state healthcare laws, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership
and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases
in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations
from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.
Our bank accounts will not be fully insured.
The Company’s regular bank accounts and the escrow
account for this Offering each have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account
balances in each account may exceed those limits at times. In the event that any of the Company’s banks should fail, we may not be able
to recover all amounts deposited in these bank accounts.
Our business plan is speculative.
Our present business and planned business are
speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues
or profits.
The Company will likely incur debt.
The Company has incurred debt in the past and
expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse
effect on the Company and on your investment.
Our expenses could increase without a corresponding
increase in revenues.
Our operating and other expenses could increase
without a corresponding increase in revenues, which could have a material adverse effect on our financial results and on your investment.
Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2)
increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance
with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.
Increased costs could negatively affect
our business.
An increase in the cost of raw materials could
affect the Company’s profitability. Commodity and other price changes may result in unexpected increases in the cost of raw materials.
To date, the sourcing and availability of raw materials has not been problematic and does not pose a significant risk to the Company,
but the Company may be adversely affected by shortages of raw materials and/or an increase in their cost. In addition, energy cost increases
could result in higher transportation, freight and other operating costs. We may not be able to increase our prices to offset these increased
costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.
We may be unable to maintain or enhance
our product image.
It is important that we maintain and enhance
the image of our existing and new products. The image and reputation of the Company’s products may be impacted for various reasons, including
litigation. Such concerns, even when unsubstantiated, could be harmful to the Company’s image and the reputation of its products. From
time to time, the Company may receive complaints from customers regarding products purchased from the Company. The Company may in the
future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against
the Company if no reimbursement is made. The Company may become subject to product liability lawsuits from customers alleging injury
because of a purported defect in products sold by the Company, claiming substantial damages and demanding payments from the Company.
The Company is in the chain of title when it manufactures, supplies or distributes products, and therefore is subject to the risk of
being held legally responsible for them. These claims may not be covered by the Company’s insurance policies. Any resulting litigation
could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have
a material adverse effect on the Company’s business, results of operations, and financial condition. Any negative publicity generated
as a result of customer complaints about the Company’s products could damage the Company’s reputation and diminish the value of the Company’s
brand, which could have a material adverse effect on the Company’s business, results of operations, and financial condition, as well
as your investment. Deterioration in the Company’s brand equity (brand image, reputation and product quality) may have a material adverse
effect on its financial results as well as your investment.
If we are unable to protect our Intellectual
Property effectively, we may be unable to operate our business.
Our success will depend on our ability to obtain
and maintain meaningful Intellectual Property Protection for any such Intellectual Property. The names and/or logos of Company brands
(whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise
contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others
who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company’s
financial results as well as your investment.
Computer, website, or information system
breakdown could negatively affect our business.
Computer, website and/or information system breakdowns
as well as cyber security attacks could impair the Company’s ability to service its customers leading to reduced revenue from sales and/or
reputational damage, which could have a material adverse effect on the Company’s financial results as well as your investment.
Changes in the economy could have a detrimental
impact on the Company.
Changes in the general economic climate could
have a detrimental impact on consumer expenditure and therefore on the Company’s revenue. It is possible that recessionary pressures
and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases)
may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse
effect on the Company’s financial results and on your investment.
Additional financing may be necessary for
the implementation of our growth strategy.
The Company may require additional debt and/or
equity financing to pursue our growth and business strategies. These include, but are not limited to enhancing our operating infrastructure
and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that
additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force
us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising
activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.
Our operating plan relies in large part
upon assumptions and analyses developed by the Company. If these assumptions or analyses prove to be incorrect, the Company’s actual
operating results may be materially different from our forecasted results.
Whether actual operating results and business
developments will be consistent with the Company’s expectations and assumptions as reflected in its forecast depends on a number of factors,
many of which are outside the Company’s control, including, but not limited to:
| • | | whether the Company can obtain sufficient
capital to sustain and grow its business |
| • | | our ability to manage the Company’s growth |
| • | | whether the Company can manage relationships
with key vendors and advertisers |
| • | | demand for the Company’s products and services |
| • | | the timing and costs of new and existing
marketing and promotional efforts and/or competition |
| • | | the Company’s ability to retain existing
key management, to integrate recent hires and to attract, retain and motivate qualified personnel |
| • | | the overall strength and stability of domestic
and international economies |
| • | | consumer spending habits |
Unfavorable changes in any of these or other
factors, most of which are beyond the Company’s control, could materially and adversely affect its business, results of operations and
financial condition.
Our operations may not be profitable.
The Company may not be able to generate significant
revenues in the future. In addition, we expect to incur substantial operating expenses in order to fund the expansion of our business.
As a result, we may experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if,
the Company might become profitable.
We may be unable to manage our growth or
implement our expansion strategy.
We may not be able to expand the Company’s product
and service offerings, the Company’s markets, or implement the other features of our business strategy at the rate or to the extent presently
planned. The Company’s projected growth will place a significant strain on our administrative, operational and financial resources. If
we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems,
recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of
operations could be materially and adversely affected.
Our business model is evolving.
Our business model is unproven and is likely
to continue to evolve. Accordingly, our initial business model may not be successful and may need to be changed. Our ability to generate
significant revenues will depend, in large part, on our ability to successfully market our products to potential users who may not be
convinced of the need for our products and services or who may be reluctant to rely upon third parties to develop and provide these products.
We intend to continue to develop our business model as the Company’s market continues to evolve.
The Company Needs To Increase Brand Awareness
Due to a variety of factors, our opportunity
to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the Company’s brand name,
among other factors, is critical. Further, the importance of brand recognition will increase as competition in the Company’s market increases.
Successfully promoting and positioning our brand, products and services will depend largely on the effectiveness of our marketing efforts.
Therefore, we may need to increase the Company’s financial commitment to create and maintain brand awareness. If we fail to successfully
promote our brand name or if the Company incurs significant expenses promoting and maintaining our brand name, it will have a material
adverse effect on the Company’s results of operations.
Our employees may engage in misconduct
or improper activities.
The Company, like any business, is exposed to
the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with laws or regulations,
provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose
unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations
intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or
prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business
arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious
harm to our reputation.
Limitation on director liability.
The Company may provide for the indemnification
of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability
of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may
be available for liabilities arising in connection with this Offering.
Risks Related to this Offering and Investment
We may undertake additional equity or debt
financing that would dilute the shares in this offering.
The Company may undertake further equity or debt
financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences
and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under
this Offering.
An investment in the Shares is speculative
and there can be no assurance of any return on any such investment.
An investment in the Company’s Shares is 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 Shares are offered on a “Best
Efforts” basis and we may not raise the Maximum Amount being offered.
Since we are offering the Shares on a “best
efforts” basis, there is no assurance that we will sell enough Shares to meet our capital needs. If you purchase Shares in this
Offering, you will do so without any assurance that we will raise enough money to satisfy the full Use Of Proceeds To Issuer which we
have outlined in this Offering Circular or to meet our working capital needs.
If the maximum offering is not raised,
it may increase the amount of long-term debt or the amount of additional equity we need to raise.
There is no assurance that the maximum number
of Shares in this Offering will be sold. If the maximum Offering amount is not sold, we may need to incur additional debt or raise additional
equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash
available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will
further dilute those investors participating in this Offering.
We have not paid dividends in the past
and do not expect to pay dividends in the future, so any return on investment may be limited to the value of our shares.
We have never paid cash dividends on our Shares
and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Shares will depend on earnings,
financial condition and other business and economic factors affecting it at such time that management may consider relevant. If we do
not pay dividends, our Shares may be less valuable because a return on your investment will only occur if its stock price appreciates.
We may not be able to obtain additional
financing.
Even if we are successful in selling the maximum
number of Shares in the Offering, we may require additional funds to continue and grow our business. We may not be able to obtain additional
financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy
which could seriously harm our business, financial condition and results of operations. If we need additional funds, we may seek to obtain
them primarily through additional equity or debt financings. Those additional financings could result in dilution to our current shareholders
and to you if you invest in this Offering.
The offering price has been arbitrarily
determined.
The offering price of the Shares has been arbitrarily
established by us based upon our present and anticipated financing needs and bears no relationship to our present financial condition,
assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not
be indicative of the value of the Shares or the Company, now or in the future.
The management of the Company has broad
discretion in application of proceeds.
The management of the Company has broad discretion
to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances and opportunities.
As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of the management of the Company
with respect to the application and allocation of the net proceeds hereof.
An investment in our Shares could result
in a loss of your entire investment.
An investment in the Company’s Shares offered
in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment.
You may not be able to liquidate your investment for any reason in the near future.
There is no assurance that we will be able
to pay dividends to our Shareholders.
While we may choose to pay dividends at some
point in the future to our shareholders, there can be no assurance that cash flow and profits will allow such distributions to ever be
made.
Sales of a substantial number of shares
of our stock may cause the price of our stock to decline.
If our shareholders sell substantial amounts
of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These sales may also
make it more difficult for us to sell equity or equity related securities at a time and price that we deem reasonable or appropriate.
We have made assumptions in our projections
and in Forward-Looking Statements that may not be accurate.
The discussions and information in this Offering
Circular may contain both historical and “forward- looking statements” which can be identified by the use of forward-looking
terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,”
“may,” “will,” “would,” “should,” or, in each case, their negative or other variations or comparable
terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that
are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.
Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation
that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward-looking statements
regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that
our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by
us. We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results
to differ from our current expectations. The differences may be caused by a variety of factors, including but not limited to adverse
economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and
revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service
contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure
to obtain customers, loss of customers, the risk of litigation and administrative proceedings involving the Company or its employees,
loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new
businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the
possible fluctuation and volatility of the Company’s operating results and financial condition, adverse publicity and news coverage,
inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.
You should be aware of the long-term nature
of this investment.
Because the Shares have not been registered under
the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Shares may have certain transfer
restrictions. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected.
Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private
sale. You should be aware of the long-term nature of your investment in the Company. You will be required to represent that you are purchasing
the Securities for your own account, for investment purposes and not with a view to resale or distribution thereof.
The Shares in this Offering have no protective
provisions.
The Shares in this Offering have no protective
provisions. As such, you will not be afforded protection by any provision of the Shares or as a Shareholder in the event of a transaction
that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company.
If there is a ‘liquidation event’ or ‘change of control’ the Shares being offered do not provide you with any protection. In addition,
there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares
in the event of a takeover, recapitalization or similar transaction.
You will not have significant influence
on the management of the Company.
Substantially all decisions with respect to the
management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a
very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management
of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase
Shares unless he or she is willing to entrust all aspects of management to the Company.
There is no guarantee of any return on
your investment.
There is no assurance that you will realize a
return on your investment or that you will not lose your entire investment. For this reason, you should read this Offering Circular and
all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment
decision.
Our Subscription Agreement identifies the
state of Nevada for purposes of governing law.
The Company’s Subscription Agreement for
shares issued under this Offering contains a choice of law provision stating, “all questions concerning the construction, validity,
enforcement and interpretation of the Offering Circular, including, without limitation, this [Subscription] Agreement, shall be governed
by and construed and enforced in accordance with the laws of the State of Nevada.” As such, excepting matters arising under federal
securities laws, any disputes arising between the Company and shareholders acquiring shares under this offering shall be determined in
accordance with the laws of the state of Nevada. Furthermore, the Subscription Agreement establishes the state and federal courts located
in Nevada as having jurisdiction over matters arising between the Company and shareholders.
These provisions may discourage shareholder lawsuits
or limit shareholders’ ability to obtain a favorable judicial forum in disputes with the Company and its directors, officers, or
other employees.
IN ADDITION TO THE RISKS LISTED ABOVE,
BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT
MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY’S CURRENT BUSINESS
PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD
TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.
DETERMINATION OF OFFERING PRICE
The Offering Price will be determined after qualification
pursuant to Rule 253(b). The Offering Price will be arbitrarily determined and is not meant to reflect a valuation of the Company.
DILUTION
The term ‘dilution’ refers to the
reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued.
If all the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 65% of the
total Shares of common stock of the Company. The Company anticipates that, subsequent to this Offering, the Company may require additional
capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund
raising will further dilute the percentage ownership of the Shares sold herein in the Company.
If you purchase shares 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 tangible book value as of
December 31, 2023 was $(260,273). Historical net tangible book value 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. Net tangible book value per share
is an estimate based on the net tangible book value as of December 31, 2023 and 6,563,597,467 shares of common stock outstanding as of
the date of this Offering Circular.
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 (before deducting our estimated offering expenses of $25,000 and not including shares sold by Selling Shareholders):
| Funding Level | |
| 100% | | |
| 75% | | |
| 50% | | |
| 25% | |
| Gross Proceeds | |
$ | 3,250,000 | | |
$ | 2,437,500 | | |
$ | 1,625,000 | | |
$ | 812,500 | |
| Offering Price | |
$ | 0.00025 | | |
$ | 0.00025 | | |
$ | 0.00025 | | |
$ | 0.00025 | |
| Net Tangible Book Value per Share of Common Stock before this Offering | |
$ | (0.000398 | ) | |
$ | (0.000398 | ) | |
$ | (0.000398 | ) | |
$ | (0.000398 | ) |
| Increase in Net Tangible Book Value per Share Attributable to New Investors in this Offering | |
$ | 0.000617 | | |
$ | 0.000607 | | |
$ | 0.000589 | | |
$ | 0.000540 | |
| Net Tangible Book Value per Share of Common Stock after this Offering | |
$ | 0.000219 | | |
$ | 0.000209 | | |
$ | 0.000191 | | |
$ | 0.000141 | |
| Dilution per share to Investors in the Offering | |
$ | (0.000031 | ) | |
$ | (0.000041 | ) | |
$ | (0.000059 | ) | |
$ | (0.000109 | ) |
There is no material disparity between the price
of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired
by them in a transaction during the past year, or that they have a right to acquire.
PLAN OF DISTRIBUTION
We are offering a Maximum Offering of up to $3,250,000
in Shares of our Common Stock. The offering is being conducted on a best-efforts basis without any minimum number of shares or amount
of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute
funds to the Company. The Company will not initially sell the Shares through commissioned broker-dealers, but may do so after the commencement
of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned
sales agents or underwriters, we will supplement this Form 1-A POS to describe the arrangement. Subscribers have no right to a return
of their funds. The Company may terminate the offering at any time for any reason at its sole discretion, and may extend the Offering
past the termination date of 365 days from the date of qualification by the Commission in the absolute discretion of the Company and
in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in this Offering are being
sold by existing securities holders.
After the Offering Statement has been qualified
by the Securities and Exchange Commission (the “SEC”), the Company will accept tenders of funds to purchase the Shares. No
escrow agent is involved and the Company will receive the proceeds directly from any subscription. You will be required to complete a
subscription agreement in order to invest.
All subscription agreements and checks received
by the Company for the purchase of shares are irrevocable until accepted or rejected by the Company and should be delivered to the Company
as provided in the subscription agreement. A subscription agreement executed by a subscriber is not binding on the Company until it is
accepted on our behalf by the Company’s Chief Executive Officer or by specific resolution of our board of directors. Any subscription
not accepted within 30 days will be automatically deemed rejected. Once accepted, the Company will deliver a stock certificate to a purchaser
within five days from request by the purchaser; otherwise, purchasers’ shares will be noted and held on the book records of the
Company.
The Company, by determination of the Board of
Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration
without notice to subscribers.
At this time no broker-dealer registered with
the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”), is being engaged as an underwriter or for any
other purpose in connection with this Offering. This Offering will commence on the qualification of this Offering Circular, as determined
by the Securities and Exchange Commission and continue for a period of 365 days. The Company may extend the Offering for an additional
time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of
Regulation A of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as
a check or wire transfer, clears the banking system and represents immediately available funds held by us prior to the termination of
the subscription period, or prior to the termination of the extended subscription period if extended by the Company.
This is an offering made under “Tier
1” of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification.
Therefore, the shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the
greater of such person’s annual income or net worth, not including the value of his primary residence, as calculated under
Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to
fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the
above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who
directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be
higher than those described in this Form 1-A POS and/or Offering Circular. These standards represent minimum suitability
requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the
Company is suitable for such persons. Different rules apply to accredited investors.
Each investor must represent in writing that
he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i)
he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and
business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares,
or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating
the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offering must make a reasonable
inquiry in order to verify an investor’s suitability for an investment in the Company. Transferees of the shares will be required to
meet the above suitability standards.
The shares may not be offered, sold, transferred,
or delivered, directly or indirectly, to any person who (i) is named on the list of “specially designated nationals” or “blocked
persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn
or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled
by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered
by OFAC. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and
available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not
be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its
assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions
with, sanctioned persons or Sanctioned Countries.
OTC Markets Considerations
The OTC Markets is separate and distinct from
the New York Stock Exchange and Nasdaq stock market or other national exchange. Neither the New York Stock Exchange nor Nasdaq has a
business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to New
York Stock Exchange and Nasdaq-listed securities, do not apply to securities quoted on the OTC Markets.
Although other national stock markets have rigorous
listing standards to ensure the high quality of their issuers and can delist issuers for not meeting those standards; the OTC Markets
has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is
obligated to comply with keeping information about the issuer in its files.
Investors may have greater difficulty in getting
orders filled than if we were on Nasdaq or other exchanges. Trading activity in general is not conducted as efficiently and effectively
on OTC Markets as with exchange-listed securities. Also, because OTC Markets stocks are usually not followed by analysts, there may be
lower trading volume than New York Stock Exchange and Nasdaq-listed securities.
USE OF PROCEEDS TO ISSUER
The Use of Proceeds is an estimate based on the
Company’s current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category
to another, or to add additional categories, and we will have broad discretion in doing so.
The maximum gross proceeds from the sale of the
Shares in this Offering are $3,250,000 The net proceeds from the offering payable to the Company, assuming it is fully subscribed, are
expected to be approximately $3,225,000 after the payment of offering costs such as printing, mailing, marketing, legal and accounting
costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only
and the actual offering costs may differ from those expected by management.
Management of the Company has wide latitude and
discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use substantially all of the net
proceeds for general working capital and acquisitions. At present, management’s best estimate of the use of proceeds, at various funding
milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates
of the Company’s management based upon information available to them at the present time, and that the actual use of proceeds is likely
to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the
future, and the discretion of the Company’s management at all times.
A portion of the proceeds from this Offering
may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company
may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to
pay these ongoing business expenses.
USE OF PROCEEDS
| $0.00025 Offering Price : |
10% |
25% |
50% |
75% |
100% |
| Smart Cities Project |
$200,000 |
$400,000 |
$800,000 |
$1,537,500 |
$2,150,000 |
| Cybergrab Software Launch |
$20,000 |
$50,000 |
$100,000 |
$100,000 |
$100,000 |
| Operations and Marketing |
$105,000 |
$362,500 |
$725,000 |
$800,000 |
$1,000,000 |
| Total |
$325,000 |
$812,500 |
$1,625,000 |
$2,437,500 |
$3,250,000 |
The expected use of net proceeds from this Offering
represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business
conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary
significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of
expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of
the net proceeds from this Offering.
In the event we do not sell all the shares being
offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we
secure additional equity funding, investors in this Offering would be diluted. In all events, there can be no assurance that additional
financing would be available to us when wanted or needed and, if available, on terms acceptable to us.
The allocation of the use of proceeds among the
categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s
proposed operations, plans, investment objectives, capital requirements, and financial conditions. No assurances can be provided that
any milestone represented herein will be achieved. Future events, including changes in economic or competitive conditions of our business
plan or the completion of less than the total Offering amount, may cause the Company to modify the above-described allocation of proceeds.
The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve
the right to change the allocation of net proceeds from the Offering as unanticipated events or opportunities arise. Additionally, the
Company may from time to time need to raise more capital to address future needs.
The Company reserves the right to change the
use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management.
The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation
to be appropriate.
DESCRIPTION OF BUSINESS
Corporate History
The Company was incorporated under the laws of
the State of Utah on February 28, 1983 as Tinglefoot Mining, Inc. On February 26, 1996, its name was changed to Baja Pacific International,
Inc. On October 7, 1998, its name was changed to Taig Ventures, Inc. On September 14, 2000, its name was changed to Viper Networks, Inc.
In May 2005, the Company redomiciled to the State of Nevada where it maintains an active registration in good standing.
Subsidiaries
None.
Plan of Operations
Viper Networks, Inc., a Nevada corporation, in partnership with Apollo
Metro, is a manufacturer and distributor of highly efficient LED lighting to provide superior turnkey LED lighting solutions for metropolitan
areas (streets and highways), parking lots and warehousing facilities anywhere. By combining LED Lighting, Wireless MESH, Sensors, Infrared
and Video into a single design; Apollo Metro Solutions’ proprietary line of wireless products can be applied to existing infrastructure
through streamlined system integration for a full selection of intelligent LED lighting solutions worldwide.
Viper Networks also provides telecom engineering
services for planning, network expansion and managed services to telecommunication service providers of various telecom networks in the
U.S., Middle East and Northern Africa with top tier expertise in wireless communications.
Our Products
We are a manufacturer and distributor of highly
efficient LED lighting solutions for metropolitan areas. We are launching Smart City Projects with Apollo Smart Lights as an intelligent
lighting solution that offers municipalities the ability to control and adjust street lighting while enabling them to monitor the streets,
enhance security, and manage traffic, all while cutting costs, reducing environmental footprint and unlocking revenue opportunities.
Employees
As of the date of this Offering Circular, the
Company has 25 employees, including its officers, of which 10 are full time. There is no collective agreement between the Company and
its employees. The employment relationship between employees and the Company are individual and standard for the industry.
Property
Our corporate offices are located at 200 E. Big Beaver Rd., Troy,
Michigan, 48083. At this address, Viper Networks occupies an office premises sufficient for its current needs.
MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally
are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will
continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability
to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse
effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These
risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on
such statements.
Results of Operations
Year ended December 31, 2023, compared to year
ended December 31, 2023
For the years ended December 31, 2023 and 2022,
our business generated revenues of $30,600 and $20,089, respectively.
Cost of goods sold for the years ended December
31, 2023 and 2022 was $ 251 and $23,494, respectively.
For the years ended December 31, 2023 and 2022,
we had operating expenses of $515,110 and $423,476, respectively.
Interest expense for the years ended December
31, 2023 and 2022 was $10,391 and $21,590, respectively.
For years ended December 31, 2023 and 2022, we
generated net losses of $820,933 and $126,023, respectively.
Liquidity and Capital Resources
Net cash used in operating activities was $825,548
and $314,066 for the years ended December 31, 2023 and 2022, respectively.
Net cash provided by financing activities was
($1,193,253) and $2,351,140, respectively, for the years ended December 31, 2023 and 2022.
As of December 31, 2023, the Company had $44 in
cash to fund its operations.
Going Concern
The financial statements attached to this Offering
Circular have been prepared assuming that the company will continue as a going concern which contemplates, among other things, the realization
of assets and the satisfaction of liabilities in the normal course of business. Additional financing is needed for the successful completion
of the company’s contemplated plan of operations and its transition, ultimately, to the attainment of profitable operations. The company’s
ability to raise additional equity or debt financing is unknown. An inability to resolve these factors would raise substantial doubts
about the company’s ability to continue as a going concern. These financial statements do not include any adjustments that may
result from the outcome of the aforementioned uncertainties.
Critical Accounting Policies
The discussion and analysis of the Company’s
financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation
with the Company’s Board of Directors, management has identified in the accompanying financial statements the accounting policies
that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s
most difficult, subjective judgments.
Recently Issued Accounting Pronouncements
The Company does not believe that any other recently
issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying
financial statements.
Off-Balance Sheet Arrangements
As of the date of this Offering Circular, there
were no off-balance sheet arrangements.
Subsequent Material Events
The Company evaluated subsequent events that
have occurred after the balance sheet date of December 31, 2022 and up through the date of this Offering Circular. There are two types
of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of
the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those
that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.
The Company has determined that there are no additional events that would require adjustment to or disclosure in the attached financial
statements.
DIRECTORS, EXECUTIVE OFFICERS
AND SIGNIFICANT EMPLOYEES
Directors and Executive Officers
The following table sets forth regarding our executive officers, directors
and significant employees, including their ages as of the date of this Offering Circular:
| Name |
Position |
Age |
Director or Officer Since |
| Farid Shouekani |
CEO, President, Director |
59 |
October 2003 |
Farid Shouekani, CEO/President/Director
Mr. Shouekani has over 20 years of experience
in corporate management, engineering, and software development of communications systems. He has worked with Viper Networks since 2003
and has helped build and manage an international network for the Company.
Board of Directors
Our board of directors currently consists of
two directors, none of which are considered “independent” as defined in Rule 4200 of FINRA’s listing standards. We may appoint
additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.
We have no formal policy regarding board diversity.
In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of
professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding
of our prospective markets.
Committees of the Board of Directors
We may establish an audit committee, compensation
committee, a nominating and governance committee and other committees to our Board of Directors in the future, but have not done so as
of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees
will be acted upon by the Board of Directors.
Compensation of Directors
and Executive Officers
Executive and Director Compensation
We have no standard arrangement to compensate
our directors for their services in their capacity. Directors are not paid for meetings attended. However, we intend to review and consider
future proposals regarding board and executive compensation. All travel and lodging expenses associated with corporate matters are reimbursed
by us, if and when incurred.
Summary Compensation Table
The following table represents information regarding
the total compensation of our officers and directors for the year ended December 31, 2023.
| Name
& Principal Position |
Position |
Cash
Compensation |
Other
Compensation |
Total
Compensation |
| Farid Shouekani |
President, CEO |
$150,000 |
$0 |
$150,000 |
There are no other employment agreements between
the Company and its executive officers or directors. Our executive officers and directors have the responsibility of determining the
timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated
cash expenditures, accounts receivable, accounts payable, notes payable, and cash balances. At this time, management cannot accurately
estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
Stock Incentive Plan; Options; Equity
Awards
We have not adopted any long-term incentive plan
that provides compensation intended to serve as incentive for performance. None of our executive officers or directors received, nor
do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified
deferred compensation
Limitation of Liability and Indemnification
of Officers and Directors
Our Bylaws limit the liability of directors and
officers of the Company to the maximum extent permitted by Nevada law. The Bylaws state that the Company shall indemnify and hold harmless
each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was
a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer,
partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture,
trust or other enterprise.
The Company believes that indemnification under
our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance
on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their
services to us, regardless of whether our Bylaws permit such indemnification.
The Company may also enter into separate indemnification
agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other
things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines
and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services
as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise.
We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.
There is no pending litigation or proceeding
involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened
litigation or proceeding that may result in a claim for indemnification.
For additional information on indemnification
and limitations on liability of our directors and officers, please review the Company’s Bylaws, which are attached to this Offering Circular.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITYHOLDERS
The following table sets forth information regarding
beneficial ownership of our Stock as of the date of this Offering Circular.
Beneficial ownership and percentage ownership
are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect
to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.
Unless otherwise indicated and subject to applicable
community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over
their Shares of Stock. Percentage of beneficial ownership before the offering is based on 6,563,597,467Shares of Common Stock outstanding
as of the date of this Offering Circular. Percentage of beneficial ownership after the Offering assumes the sale of the Maximum Offering
Amount. This Offering Circular relates to the possible resale of up to 150,000,000 shares of Company common stock by the Selling Shareholders.
The Shares being registered by Selling Shareholders in this offering are as follows:
| Name and Position | |
Class | |
Shares Beneficially Owned Prior to
Offering | |
Shares Beneficially Owned After Offering |
| | |
| |
Number | |
Percent | |
Number | |
Percent |
| Farid Shouekani, President/CEO/Director | |
Common
Series B Preferred | |
38,442,088
8,088,832 | |
0.58%
55.07% | |
38,442,088
8,088,832 | |
0.19%
55.07% |
| Abed Almajid Al Mashhoor | |
Series B Preferred | |
1,831,208 | |
12.47% | |
1,831,208 | |
12.47% |
The Selling Shareholders may, from time to
time, offer and sell pursuant to this Offering Circular any or all the ordinary shares currently held, or that such selling shareholder
may receive by exercise of conversion of a convertible note. Each selling shareholder may sell some, all, or none of its common shares.
We do not know how long the selling shareholder will hold the ordinary shares before selling them, and we currently have no agreements,
arrangements, or understandings with the selling shareholders regarding the sale of any of their common shares.
The following table presents information regarding
each selling shareholder and the ordinary shares that it may offer and sell from time to time under this prospectus. The table is prepared
based on information supplied to us by the selling shareholders and reflects their holdings as of December 31, 2023. Except as noted
below, none of the selling shareholders has held a position or office, or had any other material relationship, with us or any of our
predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.
| Name and Position |
|
Shares Beneficially Owned Prior to Offering |
|
Shares Beneficially Owned After Offering |
| Sean H. Robinson |
|
150,000,000 Shares |
|
0 Shares (1) |
| |
(1) |
Assuming all of the shares offered by the Selling Shareholders are sold. |
INTEREST OF MANAGEMENT
AND OTHERS IN CERTAIN TRANSACTIONS
During the last two full fiscal years and the
current fiscal year, there are no additional transactions or proposed transactions involving the Company and a related party, in which
the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for its last
three fiscal years.
DESCRIPTION OF SECURITIES
Common Stock
The holders of our common stock are entitled
to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to
vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred
Stock Designation.
In addition, such holders are entitled to receive
ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject
to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including,
without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution,
liquidation or winding up of Viper Networks, Inc., the holders of our common stock are entitled to share ratably in all assets remaining
after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred
stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our
preferred stock described above.
The holders of the common stock do not have cumulative
voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of
the State of Nevada. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than
50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors
if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors
will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and
nonassessable.
The laws of the State of Nevada provide that
the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock
entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Viper
Networks, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Viper Networks, Inc.
Preferred Stock
The Company has authorized 20,000,000 Series A
Preferred Shares, of which 6,817,600 are issued and outstanding. The Company has authorized 20,000,000 Series B Preferred Shares, of which
there are 17,289,422 issued and outstanding. Each share of Series B Preferred Stock is convertible into 200 shares of common stock and
each holder of Series B Preferred Stock is entitled to vote with the holders of Common Stock at a rate of 200 votes per share.
SECURITIES BEING OFFERED
The Company is offering Shares of its Common
Stock. Except as otherwise required by law, the Company’s Articles of Incorporation or Bylaws, each Shareholder shall be entitled to
one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common
Stock, when issued, will be fully paid and non-assessable.
The Company does not expect to create any additional
classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred
dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.
The Company does not expect to declare dividends
for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional
classes of securities, if any), in the discretion of the Company’s Board of Directors. Dividends, if ever declared, may be paid in cash,
in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company’s Bylaws and the Certificate
of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such
sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for
equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors
shall deem in the best interests of the Company.
Because this is a best-efforts offering, there
is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its
first closing.
The minimum subscription that will be accepted
from an investor $1,000 (the ‘Minimum Subscription’).
A subscription for $1,000 or more in the Shares
may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription
price in a form acceptable to the Company, via check, wire, credit or debit card, or ACH. The execution and tender of the documents required,
as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold
the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.
The Company reserves the unqualified discretionary
right to reject any subscription for Shares, in whole or in part. The Company reserves the unqualified discretionary right to accept
any subscription for Shares, in an amount less than the Minimum Subscription. If the Company rejects any offer to subscribe for the Shares,
it will return the subscription payment, without interest or reduction. The Company’s acceptance of your subscription will be effective
when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.
There are no liquidation rights, preemptive rights,
conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative
voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of
the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified
otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the
date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability
of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. The Company has engaged Pacific
Stock Transfer Co. to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please
review the Company’s Bylaws, which are attached to this Offering Circular.
Excepting matters arising under federal securities
laws, any disputes between the Company and shareholders shall be governed in reliance on the laws of the state of Nevada. Furthermore,
the Subscription Agreement for this Regulation A offering appoints the state and federal courts located in the state of Nevada as having
jurisdiction over any disputes related to this Regulation A offering between the Company and shareholders.
Transfer Agent
Our transfer agent is Pacific Stock Transfer
Co., 6725 Via Austi Parkway Suite 300 Las Vegas, NV 89119. The transfer agent is registered under the Exchange Act and operates under
the regulatory authority of the SEC and FINRA.
DISQUALIFYING EVENTS DISCLOSURE
Recent changes to Regulation A promulgated under
the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any
of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests,
general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer’s outstanding
voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the
issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with
such sale of the issuer’s interests, any general partner or managing member of any such investment manager or solicitor, or any director,
executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing
member of such investment manager or solicitor has been subject to certain “Disqualifying Events” described in Rule 506(d)(1)
of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable
care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to
disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it
has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such
Disqualifying Events.
It is possible that (a) Disqualifying Events
may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company
has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may
lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering
of the Company’s Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to
the securities sold in the Offering.
ERISA CONSIDERATIONS
Trustees and other fiduciaries of qualified retirement
plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh
Plans under which employees, in addition to self-employed individuals, are participants (together, “ERISA Plans”), are governed
by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 (“ERISA”). An
investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge
their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard
of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner
as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing
the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern
as to whether the investment would be inconsistent with any of these criteria.
Fiduciaries of certain ERISA Plans which provide
for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a
beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or
for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor
will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such
control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of
a beneficiary’s independent control over the assets in his account is adequate to relieve the ERISA Plan’s fiduciaries of their obligations
with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent
control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable
opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.
Trustees and other fiduciaries making the investment
decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should
also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales
and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a
plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations
and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in
interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by
a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment
will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult
their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.
Regulations issued on November 13, 1986, by the
Department of Labor (the “Final Plan Assets Regulations”) provide that when an ERISA Plan or any other plan covered by Code
Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest
of an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under
the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of
the investing plan (referred to in ERISA as “plan assets”). Programs which are deemed to be operating companies or which do
not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding “plan assets.”
Management anticipates that we would clearly be characterized as “operating” for the purposes of the regulations, and that
it would therefore not be deemed to be holding “plan assets.”
Classification of our assets as “plan assets”
could adversely affect both the plan fiduciary and management. The term “fiduciary” is defined generally to include any person
who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan
assets could make the management a “fiduciary” of an investing plan. If our assets are deemed to be plan assets of investor
plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under
ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other
fiduciary of an investing ERISA Plan. In addition, if our assets are classified as “plan assets,” certain transactions that
we might enter into in the ordinary course of our business might constitute “prohibited transactions” under ERISA and the Code.
Under Code Section 408(i), as amended by the
Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The
Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose.
In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their “current value” as of the close of the plan’s
fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, “current
value” means fair market value where available. Otherwise, current value means the fair value as determined in good faith under
the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do
not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts
to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will
actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with
the ERISA or Code requirements.
The income earned by a qualified pension, profit
sharing or stock bonus plan (collectively, “Qualified Plan”) and by an individual retirement account (“IRA”) is generally
exempt from taxation. However, if a Qualified Plan or IRA earns “unrelated business taxable income” (“UBTI”), this
income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income
in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result
in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in
the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.
DIVIDEND POLICY
Subject to preferences that may be applicable
to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive
ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We and
our predecessors have not declared any dividends in the past. Further, we do not presently contemplate that there will be any future
payment of any dividends on Common Stock.
SHARES ELIGIBLE FOR FUTURE
SALE
Prior to this Offering, there has been a limited
market for our Common Stock on the OTC Markets. Future sales of substantial amounts of our Common Stock, or securities or instruments
convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market
price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for
resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts
of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock
prevailing at that time.
Upon completion of this Offering, assuming the
maximum amount of shares of Common Stock offered in this Offering are sold, there will be 19,563,597,467 shares of our Common Stock outstanding.
Rule 144
In general, a person who has beneficially owned
restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least
six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled
to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate
of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional
restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed
the greater of the following:
| |
• |
1% of the number of shares of our Common Stock then outstanding; or |
| |
• |
the average weekly trading volume of our Common Stock during the four
calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale; |
provided that, in each case, we are subject to
the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the
manner of sale, notice and other provisions of Rule 144, to the extent applicable.
INVESTOR
ELIGIBILITY STANDARDS & ADDITIONAL INFORMATION ABOUT THE OFFERING
Investment Limitations
Generally, no sale may be made to you in this
Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below
on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation
that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A+. For general
information on investing, we encourage you to refer to www.investor.gov.
Because this is a Tier 1, Regulation A+ offering,
most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this
limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act. If you
meet one of the following tests you should qualify as an accredited investor:
| |
(i) |
You are a natural person who has had individual income in excess of
$200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and
have a reasonable expectation of reaching the same income level in the current year; |
| |
|
|
| |
(ii) |
You are a natural person and your individual net worth, or joint net
worth with your spouse, exceeds $1,000,000 at the time you purchase Shares (please see below on how to calculate your net worth); |
| |
|
|
| |
(iii) |
You are an executive officer or general partner of the issuer or a
manager or executive officer of the general partner of the issuer; |
| |
|
|
| |
(iv) |
You are an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed
for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; |
| |
(v) |
You are a bank or a savings and loan association or other institution
as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company
as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (Investment Company Act),
or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment
Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940; |
| |
(vi) |
You are an entity (including an Individual Retirement Account trust)
in which each equity owner is an accredited investor; |
| |
|
|
| |
(vii) |
You are a trust with total assets in excess of $5,000,000, your purchase
of Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated
under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the
merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or |
| |
|
|
| |
(viii) |
You are a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such
plan has assets in excess of $5,000,000. |
Offering Period and Expiration Date
This Offering will start on the date on which
the SEC initially qualifies this Offering Statement (the Qualification Date) and will terminate on the Termination Date.
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 to the Company’s designated bank account via bank wire transfer (pursuant
to the wire transfer instructions set forth in our Subscription Agreement) or electronic funds transfer via wire transfer. |
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.
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, you may not revoke or change your subscription or request your subscription funds. All submitted
subscription agreements are irrevocable.
Under Rule 251 of Regulation A+, non-accredited,
non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the
purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may
only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how
to calculate your net worth).
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 such investor is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment
in this Offering.
LEGAL MATTERS
Certain legal matters with respect to the shares
of common stock offered hereby will be passed upon by Jeff Turner, JDT Legal, PLLC.
REPORTS
Following this Tier 1, Regulation A offering, we will be required
to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A, in addition to our reporting requirements under
the OTC Pink Basic Disclosure Guidelines.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a Regulation A Offering
Statement on Form 1-A POS under the Securities Act with respect to the shares of common stock 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 common stock 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.
Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC
pursuant to the Securities Exchange Act of 1934. 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.
SIGNATURES
Pursuant to the requirements of Regulation A,
the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A POS and has
duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, on April 19, 2024.
VIPER NETWORKS, INC.
By: /s/ Farid Shouekani
Farid Shouekani
CEO
April 19, 2024
This Offering statement has been signed by the following persons in
the capacities and on the dates indicated.
By: /s/ Farid Shouekani
Farid Shouekani
Principal
Executive Officer, Principal Financial Officer, Director
April 19, 2024
ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES
The undersigned hereby authenticate, acknowledge, and otherwise adopt
the typed signatures above and as otherwise appear in this filing and Offering.
By: /s/ Farid Shouekani
Farid Shouekani
CEO
April 19, 2024
PART III: EXHIBITS
Index to Exhibits
PART F/S: FINANCIAL STATEMENTS
VIPER NETWORKS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
(Unaudited)
Index to Unaudited Financial Statements
Viper Networks, Inc.
Balance
Sheets
(UNAUDITED)
| | |
December 31,
2023 | | |
December 31,
2022 | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 44 | | |
$ | 2,466 | |
| Accounts Receivable | |
| 2,000 | | |
| 2,000 | |
| Inventory | |
| 242,536 | | |
| 232,536 | |
| Total Current Assets | |
| 244,580 | | |
| 237,002 | |
| | |
| | | |
| | |
| Fixed Assets | |
| | | |
| | |
| Computers | |
| 6,666 | | |
| 8,667 | |
| Machinery & Equipment | |
| 15,726 | | |
| 15,726 | |
| Total Other Assets | |
| 22,392 | | |
| 24,392 | |
| | |
| | | |
| | |
| Other Assets | |
| | | |
| | |
| Investment in Subsidiary | |
| – | | |
| 2,016,379 | |
| Total Other Assets | |
| – | | |
| 2,016,379 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 266,972 | | |
$ | 2,277,773 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| Liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 76,581 | | |
$ | 67,248 | |
| Accrued salaries | |
| 150,000 | | |
| – | |
| Due to related parties | |
| 285,342 | | |
| 291,290 | |
| Total Current Liabilities | |
| 511,923 | | |
| 358,538 | |
| | |
| | | |
| | |
| Long-Term Liabilities | |
| 15,322 | | |
| 20,328 | |
| Total Long-Term Liabilities | |
| 15,322 | | |
| 20,328 | |
| Total Liabilities | |
| 527,245 | | |
| 378,866 | |
| Stockholders' Deficit | |
| | | |
| | |
| | |
| | | |
| | |
Preferred Series A stock,par value $0.001, 20,000,000
shares authorized, 6,817,600 shares issued and outstanding
as of December 31, 2023, and December 31, 2022, respectively. | |
| 6,818 | | |
| 100 | |
Preferred Series B stock,par value $0.001, 20,000,000
shares authorized, 17,289,422 and 14,689,422 shares issued and
outstanding as of December 31, 2023, and December 31, 2022,
respectively. | |
| 17,290 | | |
| 14,690 | |
Common stock,par value $0.00001, 6,000,000,000 shares
authorized, 5,868,597,467 and 5,768,597,467 shares issued and outstanding
as of December 31, 2023, and December 31, 2022, respectively. | |
| 288,949 | | |
| 278,949 | |
| Stock payable | |
| 72,000 | | |
| 72,000 | |
| Treasury stock, at cost | |
| (223,028 | ) | |
| (223,028 | ) |
| Additional Paid-In Capital | |
| 73,594,735 | | |
| 73,952,299 | |
| Accumulated deficit | |
| (73,017,037 | ) | |
| (72,196,103 | ) |
| Total Stockholders' Equity (Deficit) | |
| (260,273 | ) | |
| 1,898,907 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 266,972 | | |
$ | 2,277,773 | |
The accompanying notes are an integral
part of these consolidated financial statements.
Viper Networks, Inc.
Statement
of Operations
(UNAUDITED)
| | |
For the year ended
December 31,
2023 | | |
For the year ended December 31,
2022 | |
| | |
| | |
| |
| Revenues, net of discount | |
$ | 30,600 | | |
$ | 20,089 | |
| Cost of goods sold | |
| 251 | | |
| 23,494 | |
| Gross profit (loss) | |
| 30,349 | | |
| (3,405 | ) |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| General and Administrative Expenses | |
| 95,030 | | |
| 250,935 | |
| Professional and compensation fees | |
| 420,080 | | |
| 172,541 | |
| Total Operating Expenses | |
| 515,110 | | |
| 423,476 | |
| | |
| | | |
| | |
| Net Operating Loss | |
| (484,761 | ) | |
| (426,881 | ) |
| | |
| | | |
| | |
| Other Income (Expenses) | |
| | | |
| | |
| Interest Expense | |
| (10,391 | ) | |
| (21,590 | ) |
| Depreciation Expense | |
| (2,000 | ) | |
| (1,333 | ) |
| Income (Loss) from Nonconsolidated Subsidiary | |
| (323,781 | ) | |
| 323,781 | |
| Total Income (Expense) | |
| (336,172 | ) | |
| 300,858 | |
| | |
| | | |
| | |
| Net Income (Loss) | |
$ | (820,933 | ) | |
$ | (126,023 | ) |
| | |
| | | |
| | |
| Earnings per share - Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding - Basic and diluted | |
| 5,863,377,687 | | |
| 5,541,175,884 | |
The accompanying notes are an integral
part of these consolidated financial statements.
Viper Networks, Inc.
Statement
of Stockholders’ Deficit
For the year ended December
31, 2023
(UNAUDITED)
| | |
Common Stock,
par value $0.00001 | | |
Preferred Stock, Series A
par value $0.001 | | |
Preferred Stock, Series B
par value $0.001 | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance December 31, 2021 | |
| 5,468,852,781 | | |
$ | 275,952 | | |
| 100,000 | | |
$ | 100 | | |
| 10,922,076 | | |
$ | 10,923 | |
| Prior period Adjustment | |
| – | | |
| 30 | | |
| – | | |
| – | | |
| – | | |
| – | |
| Conversion of accrued salaries into Series Preferred B | |
| – | | |
| – | | |
| – | | |
| – | | |
| 625,000 | | |
| 625 | |
| Conversion of debt into Series Preferred B | |
| – | | |
| – | | |
| – | | |
| – | | |
| 1,742,346 | | |
| 1,742 | |
| Conversion of stock payable into Series Preferred B | |
| – | | |
| – | | |
| – | | |
| – | | |
| 250,000 | | |
| 250 | |
| Issuance of Series Preferred B for Ecotech acquisition | |
| – | | |
| – | | |
| – | | |
| – | | |
| 1,150,000 | | |
| 1,150 | |
| Common shares issued pursuant to subscription agreement | |
| 166,666,667 | | |
| 1,667 | | |
| – | | |
| – | | |
| – | | |
| – | |
| Common shares issued pursuant to Regulation A Issuance | |
| 100,000,000 | | |
| 1,000 | | |
| | | |
| | | |
| | | |
| | |
| Common shares issued pursuant to consulting agreement | |
| 33,078,019 | | |
| 300 | | |
| – | | |
| – | | |
| – | | |
| – | |
| Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance December 31, 2022 | |
| 5,768,597,467 | | |
$ | 278,949 | | |
| 100,000 | | |
$ | 100 | | |
| 14,689,422 | | |
$ | 14,690 | |
| Common shares issued pursuant to subscription agreement | |
| 100,000,000 | | |
| 10,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
| Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance March 31, 2023 | |
| 5,868,597,467 | | |
$ | 288,949 | | |
| 100,000 | | |
$ | 100 | | |
| 14,689,422 | | |
$ | 14,690 | |
| Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance June 30, 2023 | |
| 5,868,597,467 | | |
$ | 288,949 | | |
| 100,000 | | |
$ | 100 | | |
| 14,689,422 | | |
$ | 14,690 | |
| Issuance of Series Preferred A for Consulting Agreement | |
| – | | |
| – | | |
| 1,500,000 | | |
| 1,500 | | |
| – | | |
| – | |
| Conversion of debt into Series Preferred A | |
| – | | |
| – | | |
| 5,217,600 | | |
| 5,218 | | |
| – | | |
| – | |
| Conversion of debt into Series Preferred B | |
| – | | |
| – | | |
| – | | |
| – | | |
| 3,750,000 | | |
| 3,750 | |
| Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance September 30, 2023 | |
| 5,658,597,467 | | |
$ | 288,949 | | |
| 6,817,600 | | |
$ | 6,818 | | |
| 18,439,422 | | |
$ | 18,440 | |
| Return of Series Preferred B for Ecotech acquisition | |
| – | | |
| – | | |
| – | | |
| – | | |
| (1,150,000 | ) | |
| (1,150 | ) |
| Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance December 31, 2023 | |
| 5,868,597,467 | | |
$ | 288,949 | | |
| 6,817,600 | | |
$ | 6,818 | | |
| 17,289,422 | | |
$ | 17,290 | |
| | |
Additional Paid in Capital | | |
Accumulated
Deficit | |
|
Stock
Payable | | |
Treasury
Stock | | |
Stockholders’
Deficit | |
| | |
| | |
| |
|
| | |
| | |
| |
| Balance December 31, 2021 | |
$ | 71,389,266 | | |
$ | (72,069,507 | ) |
|
$ | 160,980 | | |
$ | (223,028 | ) | |
$ | (455,315 | ) |
| Prior period Adjustment | |
| (24 | ) | |
| (573 | ) |
|
| – | | |
| – | | |
| (567 | ) |
| Conversion of accrued salaries into Series Preferred B | |
| 149,375 | | |
| – | |
|
| – | | |
| – | | |
| 150,000 | |
| Conversion of debt into Series Preferred B | |
| 369,208 | | |
| – | |
|
| – | | |
| – | | |
| 370,950 | |
| Conversion of stock payable into Series Preferred B | |
| 124,730 | | |
| – | |
|
| (124,980 | ) | |
| – | | |
| – | |
| Issuance of Series Preferred B for Ecotech acquisition | |
| 1,691,448 | | |
| – | |
|
| – | | |
| – | | |
| 1,692,598 | |
| Common shares issued pursuant to subscription agreement | |
| 123,333 | | |
| – | |
|
| – | | |
| – | | |
| 125,000 | |
| Common shares issued pursuant to Regulation A Issuance | |
| 49,000 | | |
| – | |
|
| – | | |
| – | | |
| 50,000 | |
| Common shares issued pursuant to consulting agreement | |
| 55,964 | | |
| – | |
|
| 36,000 | | |
| – | | |
| 92.264 | |
| Net income | |
| – | | |
| (126,023 | ) |
|
| – | | |
| – | | |
| (126,023 | ) |
| Balance December 31, 2022 | |
$ | 73,952,299 | | |
$ | (72,196,103 | ) |
|
$ | 72,000 | | |
$ | (223,028 | ) | |
$ | 1,898,907 | |
| Common shares issued pursuant to subscription agreement | |
| 30,000 | | |
| – | |
|
| – | | |
| – | | |
| 40,000 | |
| Net income | |
| – | | |
| 10,363 | |
|
| – | | |
| – | | |
| 10,363 | |
| Balance March 31, 2023 | |
$ | 73,982,299 | | |
$ | (72,185,740 | ) |
|
$ | 72,000 | | |
$ | (223,028 | ) | |
$ | 1,949,270 | |
| Net income | |
| – | | |
| (29,062 | ) |
|
| – | | |
| – | | |
| (29,062 | ) |
| Balance June 30, 2023 | |
$ | 73,982,299 | | |
$ | (72,214,802 | ) |
|
$ | 72,000 | | |
$ | (223,028 | ) | |
$ | 1,920,208 | |
| Issuance of Series Preferred A for Consulting Agreement | |
| 58,500 | | |
| – | |
|
| – | | |
| – | | |
| 60,000 | |
| Conversion of debt into Series Preferred A | |
| 99,134 | | |
| – | |
|
| – | | |
| – | | |
| 104,352 | |
| Conversion of debt into Series Preferred B | |
| 146,250 | | |
| – | |
|
| – | | |
| – | | |
| 150,000 | |
| Net income | |
| – | | |
| (71,815 | ) |
|
| – | | |
| – | | |
| (71,815 | ) |
| Balance September 30, 2023 | |
$ | 74,286,184 | | |
$ | (72,286,617 | ) |
|
$ | 72,000 | | |
$ | (223,028 | ) | |
$ | 2,162,745 | |
| Return of Series Preferred B for Ecotech acquisition | |
| (1,691,448 | ) | |
| – | |
|
| – | | |
| – | | |
| (1,692,598 | ) |
| Net income | |
| – | | |
| (730,419 | ) |
|
| – | | |
| – | | |
| (730,419 | ) |
| Balance December 31, 2023 | |
$ | 72,594,735 | | |
$ | (73,017,037 | ) |
|
$ | 72,000 | | |
$ | (223,028 | ) | |
$ | (260,273 | ) |
The accompanying notes
are an integral part of these consolidated financial statements.
Viper Networks, Inc.
Statement
of Cash Flows
(UNAUDITED)
| | |
For the Twelve
Months Ended
December 31, 2023 | | |
For the Twelve
Months Ended
December 31, 2022 | |
| OPERATING ACTIVITIES | |
| | | |
| | |
| Net Loss | |
$ | (820,933 | ) | |
$ | (126,023 | ) |
| Adjustments to reconcile Net Income to Net Cash used in operations: | |
| | | |
| | |
| Inventory | |
| (10,000 | ) | |
| (23,979 | ) |
| Depreciation | |
| 2,000 | | |
| 1,333 | |
| Accounts receivable | |
| – | | |
| (2,000 | ) |
| Accounts payable and other current liabilities | |
| 3,385 | | |
| (163,397 | ) |
| Net cash used in operating activities | |
| (825,548 | ) | |
| (314,066 | ) |
| | |
| | | |
| | |
| INVESTING ACTIVITIES | |
| | | |
| | |
| Fixed Assets - Computers | |
| – | | |
| (10,000 | ) |
| Machinery & Equipment | |
| – | | |
| (15,726 | ) |
| Investment in Subsidiary (EcoTech Solutions) | |
| 2,016,379 | | |
| (2,016,379 | ) |
| Net cash provided by investing activities | |
| 2,016,379 | | |
| (2,042,105 | ) |
| | |
| | | |
| | |
| FINANCING ACTIVITIES | |
| | | |
| | |
| Accrued Salaries | |
| 149,026 | | |
| (149,025 | ) |
| Loans | |
| (4,033 | ) | |
| 19,354 | |
| Additional Paid-In Capital | |
| (1,357,564 | ) | |
| 2,563,027 | |
| Common Stock | |
| 10,000 | | |
| 2,997 | |
| Preferred Stock - Series A | |
| 6,718 | | |
| | |
| Preferred Stock - Series B | |
| 2,600 | | |
| 3,767 | |
| Stock Payable | |
| – | | |
| (88,980 | ) |
| Net cash provided by financing activities | |
| (1,193,253 | ) | |
| 2,351,140 | |
| | |
| | | |
| | |
| Net change in cash | |
| (2,422 | ) | |
| (5,031 | ) |
| Cash at beginning of period | |
| 2,466 | | |
| 7,497 | |
| Cash at end of period | |
$ | 44 | | |
$ | 2,466 | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flow information: | |
| | | |
| | |
| Cash paid for interest | |
$ | 10,391 | | |
$ | 21,590 | |
| | |
| | | |
| | |
| Non-cash Investing and Financing Activities | |
| | | |
| | |
| Series B issued for accrued salaries | |
$ | 150,000 | | |
$ | 150,000 | |
| SeriesA issued for conversion from debt | |
$ | 104,352 | | |
$ | 370,950 | |
| Series B issued for conversion from debt | |
$ | 149,795 | | |
$ | 370,950 | |
| Series B issued for Acquisition of Ecotech Solutions Inc. | |
$ | – | | |
$ | 1,692,598 | |
| Shares issuable and issued pursuant to consulting agreement | |
$ | – | | |
$ | 10,084,264 | |
| Series B returned for cancellation of Acquisition of Ecotech Solutions Inc. | |
$ | 1,692,598 | | |
$ | – | |
The accompanying notes are an integral
part of these consolidated financial statements.
VIPER NETWORKS, INC. AND SUBSIDIARIES
Notes to the Unaudited
Financial Statements December 31, 2023
NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS
Viper Networks, Inc. and subsidiaries, (the "Company"
or “Viper” or “the Issuer”), in partnership with Apollo Metro, is a manufacturer and distributor of highly efficient
LED lighting to provide superior turnkey LED lighting solutions for metropolitan areas (streets and highways), parking lots and warehousing
facilities anywhere. By combining LED Lighting, Wireless MESH, Sensors, Infrared and Video into a single design; Apollo Metro Solutions’
proprietary line of wireless products can be applied to existing infrastructure through streamlined system integration for a full selection
of intelligent LED lighting solutions worldwide.
Viper Networks also provides telecom engineering
services for planning, network expansion and managed services to telecommunication service providers of various telecom networks in the
U.S., Middle East and Northern Africa with top tier expertise in wireless communications.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or
“GAAP”).
The accompanying unaudited financial statements
have been prepared on a basis consistent with GAAP for financial information. In the opinion of management, the accompanying unaudited
financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of
the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are
not necessarily indicative of the results expected for any future period.
Principles of Consolidation
The accompanying consolidated financial statements of the
Company include the accounts of its wholly owned subsidiaries.
Use of estimates
The preparation of financial statements in conformity
with U.S. GAAP 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. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments
of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied.
Cash equivalents
The Company considers all highly liquid investments
with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2023, the Company had no cash
equivalents besides what was in the cash balances as of those dates.
Fair value of financial instruments
The Company adopted the provisions of FASB Accounting
Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework
for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.
The Fair Value Topic defines fair value as the
exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation
techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy,
which prioritizes the valuation inputs into three broad levels.
The following fair value hierarchy is used to
classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Market approach—Uses prices and other relevant
information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing
guides, sale transactions, market trades, or other sources.
Cost approach—Based on the amount that currently
would be required to replace the service capacity of an asset (replacement cost); and
Income approach—Uses valuation techniques
to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value
techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at
an appropriate market interest rate.
Level 1: Quoted market prices available
in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market
in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing
basis.
Level 2: Observable inputs other
than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices
for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based
on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability.
The carrying amount of the Company’s financial
assets and liabilities, such as cash, accounts receivable, prepaid expenses, inventory, accounts payable, and accrued expenses approximate
their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of
such liabilities based upon management’s best estimate of interest rates that would be available to the Company for similar financial
arrangements at December 31, 2023.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB
ASC 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.
Revenue recognition
The Company recognizes revenue in accordance with ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606).
Under ASU 2014-9, the Company recognizes
revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company
expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s)
with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the
transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance
obligation.
At contract inception, once the contract is determined
to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether
the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction
price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Income taxes
The Company follows Section 740-10-30 of the FASB
ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences
between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which
the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB
ASC (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest
and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments
to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Stock-based compensation
In December 2004, the FASB issued FASB ASC No.
718, Compensation – Stock Compensation (“ASC No. 718”). Under ASC No. 718, companies are required to measure
the compensation costs of share- based compensation arrangements based on the grant-date fair value and recognize the costs in the financial
statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock
options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation
cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting
periods of the option grant. The Company applies this statement prospectively.
Equity instruments (“instruments”)
issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC No. 718. FASB ASC No.
505, Equity Based Payments to Non-Employees, defines the measurement date and recognition period for such instruments. In general,
the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance
is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the
facts and circumstances of each particular grant as defined in the FASB ASC.
There are no outstanding options or warrants as
of December 31, 2023.
Net loss per share
The Company computes basic and diluted earnings
per share amounts pursuant to section 260-10-45 of the FASB ASC. Basic earnings per share is computed by dividing net loss available to
common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of
any potentially dilutive securities. Diluted earnings per share is computed by dividing net loss available to common shareholders by the
diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding
is the basic weighted number of shares adjusted as of the first day of the year for any potentially dilutive debt or equity.
There were no potentially dilutive shares outstanding
as of December 31, 2023.
NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES
The Company’s financial statements are prepared
in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets
and the liquidation of liabilities in the normal course of business. The net loss for the twelve months ended December 31, 2023, was approximately
$820.9 thousand, and the Company has approximately $73.0 million of accumulated deficit and working capital deficit of $282,665 as of
December 31, 2023. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for
it to continue as a going concern. The Company will be dependent upon the raising of additional capital through selling of common stock
in order to implement its business plan, or merge with another operating company. Management is currently evaluating several investment
opportunities which are at various stages of due diligence. Given the complex nature of such investigations and negotiations, management
cannot predict when any future investments will be consummated. There can be no assurance that the Company will be successful in these
efforts in order to continue as a going concern.
NOTE 4 – CAPITAL STOCK
The Company’s authorized capital at December
31,2023, is 6,000,000,000 common shares with a par value of $0.00001 per share, of which there are 5,868,597,467 shares issued and outstanding.
There are 20,000,000 preferred Series A shares with a par value of $0.001 per share, of which there are 6,817,600 shares issued and outstanding
as of December 31, 2023. There are 20,000,000 preferred Series B shares with a par value of $0.001 per share, of which there are 17,289,422
shares issued and outstanding as of December 31, 2023.
On February 4, 2022, the Company issued 1,150,000
Series B preferred stock to the owner of EcoTech Solutions Inc.. Each share of Series B Preferred Stock is convertible into 200 shares
of common stock and each share of Series B Preferred Stock is entitled to 200 votes per share.
During the twelve months ended December 31, 2022,
the Company issued 166,666,667 shares of common stock with a fair value of approximately $125,000 pursuant to a subscription agreement.
During the twelve months ended December 31, 2022,
the Company issued 33,078,019 shares of common stock with a fair value of $56,264 pursuant to a consulting agreement.
During the twelve months ended December 31, 2022,
the Company issued 625,000 Series B preferred stock from conversion of accrued but unpaid compensation.
During the twelve months ended December 31, 2022,
the Company issued 1,742,346 Series B preferred stock from conversion of debt.
During the twelve months ended December 31, 2022,
the Company issued 250,000 Series B preferred stock from conversion of stock payable with a value of $124,980.
During the three months ended March 31, 2023,
the Company issued 100,000,000 shares of common stock with a fair value of $40,000 pursuant to a subscription agreement.
During the nine months ended September 30, 2023,
the Company issued 1,500,000 shares of Series A preferred stock with a fair value of $60,000 pursuant to a consulting agreement.
During the nine months ended September 30, 2023,
the Company issued 5,217,600 shares of Series A preferred stock from conversion of debt.
During the nine months ended September 30, 2023,
the Company issued 3,750,000 shares of Series B preferred stock from conversion of accrued but unpaid compensation of $150,000.
During the twelve months ended December 31, 2023,
the Company cancelled 1,150,000 shares of Series B preferred stock related to the previous acquisition of EcoTech Solutions Inc. as a
result of a separation agreement.
NOTE 5 – WARRANTS
The Company’s has an outstanding and exercisable
warrant as of December 31, 2023, that allows the warrant holder to purchase 333,333,334 shares of common stock at a per share price of
$0.00075, which represents an approximate fair value of $250,000. The expiration date to exercise the warrant is September 14, 2023.
NOTE 6 – INCOME TAXES
Management did not provide any current U.S. federal
income tax provision or benefit for the current or any prior periods because the Company has experienced operating losses since inception.
Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that would impact
the consolidated financial statements or related disclosures.
Deferred income tax assets and liabilities are
computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to
be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities. The net deferred tax assets and liabilities included in the financial statements consist of the following
amounts at December 31, 2022:
| Deferred Tax Assets: | |
| |
| Net operating loss carryforwards | |
$ | 15,134,596 | |
| Total | |
| 15,134,596 | |
| Less valuation allowance | |
$ | (15,134,596 | ) |
The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, historical taxable income including available net operating loss
carryforwards to offset taxable income, and projected future taxable income in making this assessment.
Past and future changes in the ownership
of the Company may place limitations on the use of these net operating losses pursuant to Section 382 of the Internal Revenue Code.
NOTE 7 – ACCRUED COMPENSATION
AND RELATED PARTY TRANSACTIONS
The Company has accrued for salaries
due to one officer of the company, two consultants, and one employee that are accruing monthly interest with an annual interest rate of
33.16%. During the year ended December 31, 2023, the Company adjusted the rate to 10% and recorded the change retroactively.
The balance of accrued salaries was
$150,000 and $0 as of December 31, 2023, and December 31, 2022.
Advances from related parties and unrelated
parties consisted of the following at December 31, 2023 and December 31, 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Jinan Haba (Related Party to CEO) | |
| 0 | | |
| 104,352 | |
| Advances Ameer Shouekani | |
| 6,789 | | |
| 0 | |
| Advances Farid Shouekani (CEO) | |
| 149,795 | | |
| 92,214 | |
| Advances Six Twenty Management LLC (unrelated) | |
| 60,000 | | |
| 60,000 | |
| Bashir Imam | |
| 30,906 | | |
| 30,906 | |
| Advances Hala Shouekani | |
| 4,352 | | |
| 3,818 | |
| Charles Castelli | |
| 4,000 | | |
| 0 | |
| Advances Mustafa Alsamarae | |
| 10,000 | | |
| 0 | |
| Ayman Shouekani | |
| 19,500 | | |
| 0 | |
| Total AdvTotal Advances | |
$ | 285,342 | | |
$ | 291,290 | |
The due to related party consists of unsecured advances to the Company,
from shareholders, related parties, and officer of the company. The loans totaled $285,342 and $291,290 as of December 31, 2023 and December
31, 2022, respectively. Such advances will be repaid upon the increase in operations and as additional cashflow becomes available.
NOTE 8 – BUSINESS ACQUISITION OF ECOTECH SOLUTIONS INC.
On November 27, 2021, the Company and
the owners of EcoTech Solutions Inc. (“EcoTech”) entered into a share exchange agreement, whereby the Company would acquire
all of the issued and outstanding shares of EcoTech on the date of acquisition.
EcoTech is an industrial manufacturing
and distribution company specializing in both legacy through-hole and SMT (Surface Mount Technology) printed circuit board manufacturing
as well as stocking distributor of LED lighting. EcoTech has full component level repair and refurbish capabilities for all industrial
electronic and electrical equipment.
On February 3, 2022, the Company issued
1,150,000 Series B preferred stock to the owner of EcoTech, to acquire the entire operations of the business, in exchange of all of its
issued and outstanding stock, which was a total of 230,000,000 shares on the date of acquisition.
The cost of the acquisition of EcoTech
by the Company were measured based on the fair value of the assets received, which was valued at approximately $1,692,598. There were
no transaction costs incurred as part of this acquisition. There were no gains or losses recognized due to the acquisition of EcoTech.
Each share of Series B Preferred Stock
is convertible into 200 shares of common stock and each share of Series B Preferred Stock is entitled to 200 votes per share.
The Company will not have and influential
control over the daily management of the business nor the day-to-day operations of EcoTech.
The Company adopted the provisions of
FASB Accounting Standards Codification (“ASC”) 805 (“Business Combinations”) which defines business combinations,
establishes a framework for accounting for business combinations under U.S. GAAP, and expands on the disclosures about business combinations.
The Company
adopted the provisions of FASB Accounting Standards Codification (“ASC”) 323 (“Investments—Equity Method and
Joint Ventures”) which discusses specific guidance on applying the equity method of accounting to investments in partnerships,
unincorporated joint ventures, and limited liability companies under U.S. GAAP, and expands on the disclosures about investments in partnerships,
unincorporated joint ventures, and limited liability companies being accounted for under the Equity Method.
NOTE 9 – BUSINESS SEPARATION
FROM ECOTECH SOLUTIONS INC.
On August 1, 2023, the Company and the
owners of EcoTech signed a separation agreement to cease combined business operations. The 1,150,000 Series B preferred shares issued
to EcoTech was returned to the Company and the internal accounts were settled.
Viper will continue to utilize the
facilities on a rental basis, and services for fee if needed.
NOTE 10 –SUBSEQUENT EVENTS
On January 24, 2023, the Company has
entered into an agreement with the City of Palos Hills, Illinois to install the Company's Apollo Smart Light poles throughout the city.
This is the Company’s first major project in the Greater Chicago area.
Exhibit 2.3
Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Qty Price Amount Business Entity Filed Documents Fees 20233012927 3/8/2023 1:32:40 PM Approved 1 $6.00 $6.00 Total $6.00 Payments Type Description Payment Status Amount Credit Card 6783111490176073203065 Success $6.00 Total $6.00 Credit Balance: $0.00 FRANCISCO V. AGUILAR Secretary of State GABRIEL DI CHIARA Chief Deputy STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings & Notary Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA
Filed in the Office of Secretary of State State Of Nevada Business Number E0001682005 - 0 Filing Number 20232909552 Filed On 1/26/2023 1:35:00 PM Number of Pages 3
0 2 : 35 : 5 1 p . m . 01 - 2 6 - 2 0 2 3 4 I 888 - 92 0 - 1 2 9 7 From JDT Legal PLLC 1.888.920.1297 Thu Jan 26 14:37:20 2023 MST Page 4 of 5 FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment ( PuRsuAN rr o NRs 1 0 . 380 & 10 . 38s 1 10 . 39o) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANTro NRs 78.403) Officer's Statement 4. Effective Date and Time : (Optional) Date : '. 01/27/2023 Time : , , ...... - - ·. ····· -- . .. ' .. . (must not be later than 90 days after the certificate is filed) 5 . Information Being Changed: (Domest i c corporat i ons only) Changes to takes t he following effec t: : The ent i ty name has been amended . The registered agent has been changed . (attach Certificate of Acceptance from new registe r ed agent) , - :; The purpose of the ent i ty has been amended . x ' The author i zed shares have been amended . The directors , managers or general partners have been amended . ._ - : IRS tax language has been added . ' Art i cles have been added _ Articles have been deleted. -- Other. The article have b en amended as foUo s : (provide article numbers, i f available) _ : The company has increased its authorized shares to 20 , 000 , 000 , 000 . (attach addit i onal page(s) i f necessary) 6 . Signature : (Required) X Farid Shouekan i S i gnature of Officer or Authorized S i gner •••••••• ••••• - n••• '••'• - •~ - •• - ••••••••• .. • •••"••~ - •• - ,••, - • - • ••••••Yn•• ••••••'~ - •• - ••••'' ••• •• •• - . - ., : President , CEO i '• - ••"••Y•• •• - ¥• - •·•• - •• - - - .. ••• - ••••••Y•" •• - - • - ••• • - •• - -- •••• - •· - "••Y•• •• -- • ----- •••· - •• -- • •••• • - ••••• - •• ••_.; T i tle x Signature of Officer or Au t hori z ed S i gner Title " If any proposed amendment wou l d alte r or cha n ge any preference or any relative or other right given to any class or se ri es o f outstanding shares , then the amendment must be approved by the vote, in addition to the affirmat i ve vote otherwise required , of the ho l ders of sha r es r epresenting a major i ty of the voting power o f each class o r ser i es affected by the amendment regardless to limitations or restric ti ons on the vot i ng power thereof . Please include any required or optional information in space below : (attach additional page(s) i f necessary ) Th i s form must be accompan i ed by appropr i ate fees . Pa g e 2 o f2 Revised : 12 / 15/2022
02 : 35 : 51 p . m . 01 - 26 - 2023 s I 888 - 920 - 1297 From JDT Legal PLLC 1.888.920.1297 Thu Jan 26 14:37:20 2023 MST Page 5 of 5 WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF VIPER NETWORKS, INC. December 22, 2022 The undersigned , being the member(s) of the Board of Directors of VIPER NEWORKS, INC . , a Nevada corporation (the "Corporation"), do hereby consent that when all of the undersigned have executed this consent (the "Consent") or a cmmtcrpart thereof, which counterparts when taken together shall constitute one and the same Consent, the resolutions set fonh below shall be deemed to have been adopted to the same extent and to have the same . force and effect as if adopted at a fo 1 ma 1 meeting of the Corporation's Board of Directors at a meeting duly cal . led and held for purposes of acting upon proposals to adopt such resolutions . WHEREAS , the Series B Preferred stock shareholders ("Shareholders'') have passed a unanimous resolution to amend the Certificate of Designation for the Series H Prefen - ed Stock ("COD") ; WHEREAS, Corporation's Board of Directors (the "Board") believes that it is in the best interest of the Corporation to amend the COD as approved by the Shareholders ; WHEREAS, the Corporation's Board of Directors (the "Board") believes that it is in the best interest of the Corporntion lo increase the Corporation's authorized common stock from 6 , 000 , 000 , 000 shares of common stock to 20 , 000 , 000 , 000 shares of common stock (the "Increase") ; and WHEREAS, the Shareholders , representing a majority shareholder vote on a fu 11 y diluted basis , have voted in favor of and have approved the Increa< ; e . NOW, THEREFORE, BE IT RESOLVED, that the Corporation is authorized to (i) fil . e the amended COD with the State of Nevada ; and (ii) amend its A 11 icles of Incorporation to effectuate the Increase ; and . it is further RESOLVED, that any executive officer of the Corporntion be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, a'> any appropriate or proper to implement the provisions of the foregoing resolutions ; and be it further RESOLVED , that the undersigned do hereby certify that we are members of the Board of Directors of the Corporation . that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation du . ly convened and held in accordance with its by - laws and the . laws of the Corporation's state of in Corporation , 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 . Farid Shouekani, Director
Exhibit 4.1
VIPER NETWORKS, INC.
SUBSCRIPTION AGREEMENT
Regulation
A SHARES
THIS SUBSCRIPTION AGREEMENT
made as of the ____ day of _______________, 2024, between VIPER NETWORKS, INC., a corporation organized under the laws of
the State of Nevada, (the “Company”), and the undersigned (the “Subscriber” and together
with each of the other subscribers in the Offering (defined below), the “Subscribers”).
WHEREAS,
the Company desires to sell registered Regulation A shares of Common Stock (collectively, the “Shares”), at
a purchase price of $0.00025 per Share and per the terms set forth in the Company’s Form 1-A POS (as amended) which was originally
filed on [*], and declared Effective by the SEC on [*] (the “Offering”).
NOW, THEREFORE, for and in consideration
of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1.1. Subscription
for Shares. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase
from the Company such aggregate amount of Shares as is set forth upon the signature page hereof; and the Company agrees to sell such Shares
to the Subscriber for said purchase price subject to the Company’s right to sell to the Subscriber such lesser number of Shares
as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by wire transfer, or certified
or bank checks made payable to “VIPER NETWORKS, INC.” and delivered contemporaneously with the execution and delivery of this
Subscription Agreement to the Company’s address set forth in the FORM 1-A.
1.2. Form
1-A Registered Shares. The Subscriber acknowledges that the Shares being purchased herein are shares of Common Stock qualified in
the Company’s Form 1-A POS(as amended) which was originally filed on July 21, 2022.
1.3. Investment
Purpose. The Subscriber represents that the Shares (the “Securities”) are being purchased for his or her
or its own account, for investment purposes only and not for distribution or resale to others in contravention of the registration requirements
of the 1933 Act. The Subscriber agrees that it will not sell or otherwise transfer the Securities unless they are registered under the
1933 Act or unless an exemption from such registration is available.
1.4. Investor
Eligibility. Subscriber represents and warrants that either (i) Subscriber is an “accredited investor” as such term is
defined in Rule 501 of Regulation D promulgated under the 1933 Act, and that it can bear the economic risk of any investment in the Shares
; or (ii) Subscriber is not an accredited investor and the funds invested through this Agreement do not exceed 10% of the Subscriber’s
annual income or net worth.
1.5. Domicile.
Subscriber represents and warrants that his, her, or its Domicile matches the address listed on the signature page of this Agreement.
For individuals, Domicile means actual state of residency. For corporate entities, Domicile means (i) state of incorporation/organization;
or (ii) principal place of business.
1.6. RISK OF
INVESTMENT. THE SUBSCRIBER RECOGNIZES THAT THE PURCHASE OF THE SHARES INVOLVES A HIGH DEGREE OF RISK INCLUDING, WITHOUT LIMITATION, ANY
AND ALL RISKS DISCUSSED IN THIS SUBSCRIPTION AGREEMENT. AN INVESTMENT IN THE COMPANY AND THE SHARES MAY RESULT IN THE LOSS OF A SUBSCRIBER’S
ENTIRE INVESTMENT.
(a) Risk of
Loss of Investment. An investment in the Company and the Shares offered hereby involve a high degree of risk. An investment in the
Shares is suitable only for investors who can bear a loss of their entire investment.
(b) Value of
Shares is Speculative. The terms of this offering have been determined arbitrarily by the Company. There is no relationship between
such terms and the Company’s assets, earnings, book value and/or any other objective criteria of value.
(c) Dependence
on Net Proceeds; No Minimum Offering. The Company is dependent upon the net proceeds of this Offering to fund its operations, as more
specifically described elsewhere in this Subscription Agreement. There is no commitment by any person to purchase Shares and there is
no assurance that any number of Shares will be sold. Additionally, there is no minimum amount of funds that are required to be raised
in order for the Company to accept subscriptions received from investors and the Company’s may terminate this Offering prior to
the expiration of the Offering Period. There is no assurance that the Company will sell a sufficient number of Shares in this Offering
on a timely basis or that the net proceeds after payment of debts and other obligations will be adequate for the Company’s needs.
(d) Need for
Additional Capital; Additional Private Placement. The net proceeds raised by the Company from this Offering will be used immediately
to fund the Company’s current operations. The Company will therefore require significant additional financing shortly after this
Offering, regardless of the net proceeds received, in order to satisfy its cash requirements. The Company may seek to raise additional
funds in private placement transactions. However, there is no assurance that it will be able to do so in a timely manner or on terms that
will enable it to enter its proposed business on a reasonable basis.
1.7 Information. The Subscriber
acknowledges receipt and full and careful review and understanding of this Subscription Agreement and of the Form 1-A POS (as amended)
which was originally filed on [*].
1.8 No Representations
or Warranties. The Subscriber hereby represents that, except as expressly set forth in the Form 1-A, no representations or warranties
have been made to the Subscriber by the Company or any agent, employee, or affiliate of the Company and in entering into this transaction
the Subscriber is not relying on any information other than that contained in the Form 1-A POS and the results of independent investigation
by the Subscriber.
1.9 Tax Consequences.
The Subscriber acknowledges that this Offering of the Shares may involve tax consequences and that the contents of the Form 1-A POS
does not contain tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors to evaluate
the tax and other consequences of an investment in the Shares.
1.10 Transfer
or Resale. The Subscriber understands that the Shares purchased herein were qualified in the Form 1-A POS under the Securities Act
of 1933 Act, but that Subscriber will be required by the transfer agent or Subscriber’s brokerage firm to obtain a legal opinion
from securities counsel to deposit and sell the Shares.
2.1 Organization
and Registration. The Company and its “Subsidiaries” (which for purposes of this Subscription Agreement
means any entity in which the Company, directly or indirectly, owns capital stock and holds a majority or similar interest) are duly organized
and validly existing in good standing under the laws of the jurisdiction in which they were organized, and have the requisite power and
authorization to own their properties and to carry on their business as now being conducted.
2.2 Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Subscription Agreement and to issue the Securities in accordance with the terms of the Form 1-A.
3.1 Closing
and Termination of Offering. Provided that the required conditions to closing set forth herein have been satisfied or waived, a closing
(the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place
as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company
may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver
of the conditions to closing set forth herein, and each of which shall be deemed a “Closing” hereunder.
4.1 The obligation
of the Company hereunder to issue and sell Shares to the Subscriber at the Closing is subject to the satisfaction, at or before the Closing,
of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the
Company at any time in its sole discretion by providing the Subscriber with prior written notice thereof:
4.2 Execution and Delivery. The
Subscriber shall have executed this Subscription Agreement and delivered the same to the Company.
4.3 Purchase Price. The Subscriber
shall have paid the purchase price for the Shares being purchased by the Subscriber at the Closing in the manner set forth in Section
1.1.
4.4 Representations
and Warranties. The representations and warranties of the Subscriber shall be true and correct in all material respects as of the
date when made and as of the Closing as though made at that time, and the Subscriber shall have performed, satisfied, and complied in
all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied,
or complied with by the Subscriber at or prior to the Closing.
4.5 Other Matters. All opinions,
certificates and documents and all proceedings related to this Offering shall be in form and content reasonably satisfactory to the Company
and its legal counsel.
4.6 Notice.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Subscription Agreement
must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party),
or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to receive
the same. The addresses and facsimile numbers for such communications shall be:
If to the Company at the address set forth
in the Form 1-A, Attn. Farid Shouekani, CEO.
If to the Subscriber,
to its address and email or facsimile number set forth at the end of this Subscription Agreement, or to such other address and/or facsimile
number and/or to the attention of such other person as specified by written notice given to the Company five (5) days prior to the effectiveness
of such change.
Written confirmation
of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission,
or (c) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from
an overnight courier service in accordance with clauses (a), (b) or (c) above, respectively.
4.7 Entire
Agreement; Amendment. This Subscription Agreement supersedes all other prior oral or written agreements between the Subscriber, the
Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Subscription Agreement
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant
or undertaking with respect to such matters.
4.8 Severability.
If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity or
enforceability of any provision of this Subscription Agreement in any other jurisdiction.
4.9 Governing
Law; Jurisdiction. This Agreement shall be governed by and construed solely in accordance with the internal laws of the State of Nevada
with respect to contracts executed, delivered and to be fully performed therein, without regard to the conflicts of laws principles thereof.
The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising under this Agreement or the consummation
of the transactions contemplated hereby, shall be brought solely in a federal or state court located in the State of Nevada. By its execution
hereof, Company and Subscriber hereby expressly and irrevocably submits to the in personam jurisdiction of the federal and state
courts located in the State of Nevada and agree that any process in any such action may be served upon him or her personally, or by certified
mail or registered mail upon such party or such agent, return receipt requested, with the same full force and effect as if personally
served upon such party in Nevada. The parties hereto each waive any claim that any such jurisdiction is not a convenient forum for any
such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action
or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and
disbursements.
4.10 Headings. The headings
of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Subscription
Agreement.
4.11 Successors
and Assigns. This Subscription Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including any purchasers of the Shares. The Company shall not assign this Subscription Agreement or any rights or obligations
hereunder. Subscriber may assign some or all of its rights hereunder without the consent of the Company, provided, however,
that any such assignment shall not release the Subscriber from its obligations hereunder unless such obligations are assumed by such assignee
and the Company has consented to such assignment and assumption, which consent shall not be unreasonably withheld.
4.12 No Third-Party
Beneficiaries. This Subscription Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
4.13 Survival. The representations
and warranties of the Company and the Subscriber contained in herein shall survive the Closing for a period of twelve (12) months.
4.14 Legal
Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreement and the exhibits hereto; (b) it understands
that the Company has been represented in the preparation, negotiation, and execution of this Subscription Agreement by counsel to the
Company; (c) it has either been represented in the preparation, negotiation, and execution of this Subscription Agreement by legal counsel
of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation;
and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware of its legal and binding effect.
4.15 Confidentiality.
The Subscriber agrees that it shall keep confidential and not divulge, furnish, or make accessible to anyone, the confidential information
concerning or relating to the business or financial affairs of the Company contained in the Form 1-A POSto which it has become privy by
reason of this Subscription Agreement.
4.16 Counterparts.
This Subscription Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original, not a facsimile signature.
[Signature Page
Follows]
IN WITNESS WHEREOF, the undersigned Subscriber(s)
have executed this Viper Networks, Inc. Subscription Agreement for Regulation A Shares as of the date first written above. The Company’s
acceptance of such subscription is as of the date shown below.
| SUBSCRIBER** |
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CO-SUBSCRIBER** |
| Date: _____________ |
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Date: _____________ |
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| Signature of Subscriber |
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Signature of Co-Subscriber |
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| Name of Subscriber [Please Print] |
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Name of Co-Subscriber [Please Print] |
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| Address of Subscriber |
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Address of Co-Subscriber |
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| SSN or Tax ID of Subscriber |
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State of incorporation/corporate domicile (if different than the address listed above): _________________________.
* Please provide the exact names that you wish to see on the
certificates
| (1) | For individuals, print full name of subscriber. |
| (2) | For joint, print full name of subscriber and all co-subscribers. |
(3)
For corporations, partnerships, LLC, print full name of entity, including “&,” “Co.,” “Inc.,”
“etc.,” “LLC,” “LP,”etc.
| (4) | For Trusts, print trust name (please contact your trustee for the exact name that should appear on the certificates.) |
Dollar Amount of Shares Subscribed For (Number of Shares): $_(_________________)
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Dollar Amount of
Subscription Accepted:_________________________
SUBSCRIPTION ACCEPTED BY THE COMPANY
VIPER NETWORKS, INC.
| Date: ______________ |
By: _________________________________ |
Farid Shouekani, CEO
**If Subscriber is a Registered Representative
with an FINRA member firm or an affiliated person of an FINRA member firm, have the acknowledgment to the right signed by the appropriate
party:
The undersigned FINRA Member firm acknowledges receipt
of the notice required by Rule 3040 of the FINRA Conduct Rules.
Name of FINRA Member Firm
By: ________________________________
Authorized Officer
Exhibit 12.1
Jeffrey Turner – Attorney at Law
7533 S Center View Ct, #4291
West Jordan, Utah 84084
(801) 810-4465
Admitted in the State of Utah
April 19, 2024
Farid Shouekani
Chief Executive Officer
PO Box 4905
Troy, MI 48083
(248) 724-1300
Dear Mr. Shouekani:
I have acted, at your request,
as special counsel to Viper Networks, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion
as to the legality of 13,000,000,000 shares of Common Stock at a price of $0.00025 per share offered by the Company as well as an additional
150,000,000 shares of Common Stock offered by the Selling Shareholders, pursuant to a Tier 1 Offering Statement filed under Regulation
A of the Securities Act of 1933, as amended, by Company with the U.S. Securities and Exchange Commission (the "SEC") on Form
1-A POS, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).
In rendering this opinion,
I have reviewed (a) statutes of the State of Nevada, to the extent I deem relevant to the matter opined upon herein; (b) true copies of
the Articles of Incorporation of Company and all amendments thereto; (c) the By-Laws of Company; (d) selected proceedings of the board
of directors of Company authorizing the issuance of the Shares; (e) certificates of officers of Company and of public officials; (f) and
such other documents of Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.
I have assumed
(a) the Offering Statement filed on Form 1-A and all corresponding exhibits (collectively, the "Documents") have been duly authorized
and executed; (b) the persons who executed the Documents had the legal capacity to do so; and (c) the persons identified as officers are
actually serving as such and that any shares issued under and pursuant to the Offering Statement will be properly authorized by one or
more such persons.
Based upon my review described
herein, it is my opinion the Shares are duly authorized and when/if issued and delivered by Company against payment therefore, as described
in the offering statement, will be validly issued, fully paid, and non-assessable.
I have not been engaged to
examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included
therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express
no opinion with respect thereto. The forgoing opinion is strictly limited to matters of Nevada corporation law; and, I do not express
an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Nevada, as specified
herein.
I hereby consent to the filing
of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption “Legal Matters”
in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion
set forth herein to reflect any changes of law or fact that may occur following the date hereof.
Sincerely,
JDT Legal
/s/ Jeffrey Turner
Jeffrey Turner
Viper Networks (PK) (USOTC:VPER)
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