PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

As filed with the Securities and Exchange Commission on July 25 , 2019.

Registration No. 333-232047

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

High Sierra Technologies, Inc.

(Exact name of registrant as specified in its charter)

Colorado

2833

84-1344320

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

1495 Ridgeway Drive, Suite 230A, Reno, Nevada 89519

(775) 224-4700

(Address, including zip code, and telephone number, including area code, of registrant’s Principal Executive Offices))

Corporation Service Company

1900 W. Littleton Boulevard

Littleton, CO 80120

(866) 403-5272

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert N. Wilkinson, Esq.

Anderson, Call & Wilkinson, P.C.

110 So. Regent Street, Suite 200

Salt Lake City, Utah, 84111

Telephone No.: (801) 521-3434

Facsimile No.: (801) 220-0625

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Check one:


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to Be Registered (1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock, no par value per share, to be registered as part of the Primary Offering (as hereinafter defined)	3,500,000	(2)	$	2.50	(2)	$	8,750,000	$	1,060.50
Common Stock, no par value per share , to be registered as part of the Secondary Offering by Selling Stockholders (as hereinafter defined)	2,500,500	(3)	$	2.50	(3)	$	6,251,250	$	7 57.65
TOTAL	6,000,500		$	2.50		$	15,001,250	$	1,818.15


(1)	In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2)	The registration fee for securities to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(c).

(3)	This offering price has been arbitrarily valued and bears no relationship to any objective criterion of value. There is no current public market for the securities. Therefore , the Registrant believes that it is impossible to estimate the filing fee in accordance with Rule 457(c) under the Securities Act of 1933. As such, for the purposes of calculating the registration fee under Rule 457(a), the Registrant has valued the common stock to be offered and sold by the Selling Stockholders at the same price as the Primary Offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY 25, 2019

3,500,000 SHARES OF COMMON STOCK OFFERED BYHIGH SIERRA TECHNOLOGIES, INC.

2,500,500 SHARES OF COMMON STOCK OFFERED BY SELLING STOCKHOLDERS

This prospectus relates to both (i) the primary public offering of the common stock of High Sierra Technologies, Inc., a Colorado corporation (“High Sierra,” the “Company,” “we,” “us,” “our” and words of similar import), in which we are offering a maximum of 3,500,000 shares of our common stock, and (ii) the resale by certain Selling Stockholders of High Sierra of up to 2,500,500 shares of common stock held by Selling Stockholders of High Sierra. While we will receive proceeds from our own sale of our common stock, we will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. Any purchaser of common stock in the offerings may be the only purchaser, given the lack of a minimum offering amount.

In our primary public offering, we are offering for sale a total of 3,500,000 shares of common stock at a fixed price of $2.50 per share for the duration of the offering. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The primary offering is being conducted on a “best efforts” basis. Although, at this time, we do not have any commitments from any broker dealers to sell our securities, r egistered broker dealers may sell shares in the primary offering, and they may be paid commissions of up to seven percent (7.0%) of the gross proceeds that they raise from the shares that they sell, and receive an option to purchase unregistered shares of the Company’s common stock equal to six percent (6.0%) of the amount of shares which they sell in the offering. The option(s) would be exercisable over a four year time period at the exercise price of $2.50 per share. In addition, our management may attempt to sell the shares. This prospectus permits our Chief Executive Officer and President, Vincent C. Lombardi, and our Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer, Gregg W. Koechlein, to sell the shares directly to the public, with no commission or other remuneration payable to either of them for any shares each may sell. Mr. Lombardi and Mr. Koechlein may sell the shares and intend to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, Mr. Lombardi and Mr. Koechlein will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shares will be offered at a fixed price of $2.50 per share for the duration of the offering, which is a maximum period of 16 months from the effective date of this prospectus. Mr. Lombardi and Mr. Koechlein who are our executive officers and directors, collectively own as a group 11,800,000 shares, or approximately 57.87%, of our outstanding common stock. If all 3,500,000 shares offered by us in the primary offering are sold, Mr. Lombardi and Mr. Koechlein collectively as a group will own approximately 49.81% of all outstanding shares immediately following the offering. Depending on the number of shares sold by us in the primary offering, Mr. Lombardi and Mr. Koechlein collectively as a group will own between 49.81% and 57.87% of all outstanding shares immediately following the offering and will have that same percentage of the voting power. Our directors as a group may be able to control the vote of the stockholders. See “Risk Factors - Our Directors own approximately 57.87% of our outstanding common stock and accordingly, may have control over stockholder matters, our business and management” on page 14.

We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription. If that happens, you will lose your investment and your funds will be used to pay creditors.

All 2,500,500 shares registered for sale by the Selling Stockholders were issued on or after December 31, 2018 when the Company was no longer a shell company. Selling Stockholders must sell their shares at a fixed price of $2.50 per share for the duration of the primary offering until the Company has sold all of the 3,500,000 shares we are offering or until the Company has removed from registration any unsold shares not sold in the primary offering. Thereafter , the Selling Stockholders may sell their shares of common stock in any trading market which develops for our shares, at which time they may sell the shares at the prevailing market prices or at privately negotiated prices. If the Selling Stockholders were to sell all 2,500,500 secondary offering shares at the fixed

price of $2.50 per share, the Selling Stockholders would realize gross proceeds of $ 6,251,250 . Because it is impossible to estimate the total amount of any sales commissions or other costs associated with such sales, it is impossible to estimate the net proceeds to be received by the Selling Stockholders in such a case. Because future market prices are currently unknown, it is impossible to determine the Selling Stockholders' net proceeds if all of their shares of common stock are sold. Each of the Selling Stockholders may be deemed to be an "underwriter" as such term is defined in the Securities Act of 1933, as amended (the "Securities Act").

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We are an “emerging growth company “under federal securities laws and will be subject to reduced public company reporting requirements. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in "Risk Factors" beginning on page 7 of this prospectus.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required and will provide investors with all such subsequent material information. You should read the entire prospectus and any amendments or supplements we provide carefully.

The date of this prospectus is _______________, 2019

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

None of the Selling Stockholders is a broker-dealer or an affiliate of a broker-dealer. None of the Selling Stockholders has ever held any position, office, or other material relationship with the Company, or any of its predecessors or affiliates, within the past three years other than noted here under:

(1)

Michael Vardakis is a former President, CEO and director of the Company. A total of 762,475 of the 1,850,000 shares owned by Mr. Vardakis were issued prior to December 31, 2018. None of the 762,475 shares issued to Mr. Vardakis prior to December 31, 2018 are being registered as part of this offering.

(2)

A total of 35,000 shares of the 535,000 shares owned by Mr. Burningham were issued prior to December 31, 2018. None of the 35,000 shares issued to Mr. Burningham prior to December 31, 2018 are being registered as part of this offering.

(3)

Amee Han Lombardi is the former wife of Vincent C. Lombardi, the Company’s current President, CEO and the mother of Nicholas Lombardi who she is holding shares for.

(4)

Melissa Ladakis is a former Secretary and Treasurer of the Company.

DILUTION

The price of our offering of 3,500,000 shares is fixed at $2.50 per share for the duration of the offering.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

As of March 31, 2019, the net tangible book value of our shares of common stock was $138,000 or $0.0068 per share based upon 20,189,642 shares then outstanding. As of the date of this prospectus, there are a total of 20,189,642 shares outstanding.

Existing Stockholders if all of the Shares are Sold


Price per share	$	2.50
Net tangible book value per share before offering	$	0.0068
Potential gain to existing shareholders (gross offering proceeds)	$	8,750,000
Potential gain to existing shareholders net of offering expenses	$	8,097,500
Net tangible book value per share after offering	$	0.3447
Increase to present stockholders in net tangible book value per share after offering	$	0.3379
Capital contributions (gross offering proceeds)	$	8,750,000
Number of shares outstanding before the offering		20,389,642
Number of shares after offering held by existing stockholders		20,389,642
Percentage of ownership after offering		85.35	%

Purchasers of Shares in this Offering if all Shares Sold


Price per share	$	2.50
Net tangible book value per share after offering	$	0.3447
Dilution per share	$	2.1553
Capital contributions (gross offering proceeds)	$	8,750,000
Percentage of capital contributions		100.0%
Number of shares after offering held by offering investors		3,500,000
Percentage of ownership after offering		14.65%

Purchasers of Shares in this Offering if 75% of Shares Sold


Price per share	$	2.50
Net tangible book value per share after offering	$	0.2694
Dilution per share	$	2.2306
Capital contributions (gross offering proceeds from 75% offering)	$	6,562,500
Percentage of capital contributions		100.00	%
Number of shares after offering held by offering investors		2,625,000
Percentage of ownership after offering		11.41	%

Purchasers of Shares in this Offering if 50% of Shares Sold


Price per share	$	2.50
Net tangible book value per share after offering	$	0.1882
Dilution per share	$	2.3118
Capital contributions (gross offering proceeds from 50% offering)	$	4,375,000
Percentage of capital contributions		100.00	%
Number of shares after offering held by offering investors		1,750,000
Percentage of ownership after offering		7.90	%

Purchasers of Shares in this Offering if 25% of Shares Sold


Price per share	$	2.50
Book value per share after offering	$	0.1003
Dilution per share	$	2.3997
Capital contributions (gross offering proceeds from 25% offering)	$	2,187,500
Percentage of capital contributions		100.0	%
Number of shares after offering held by offering investors		875,000
Percentage of ownership after offering		4.11	%

PLAN OF DISTRIBUTION

Plan of Distribution for the Company's Public Offering of 3,500,000 Shares of Common Stock

High Sierra Technologies, Inc. has 20,389,642 common shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional 3,500,000 shares of its common stock for sale at a fixed price of $2.50 per share for the duration of the offering. There is currently no market for shares of our common stock. There is no arrangement to address the possible effect of the offering on the price of the stock.

The shares are being offered on a “best efforts” no minimum basis by the Company. No minimum number of shares are required to be sold, so the Company may immediately use the proceeds from any sale of its shares even if the sale of shares is not sufficient for the Company to fully implement its business plan.

Although, at this time, we do not have any commitments from any broker dealers to sell our securities, t he shares in the primary offering may be sold by registered broker dealers, and they may be paid commissions of up to seven percent (7.0%) of the gross proceeds that they raise from the shares that they sell, and receive an option to purchase unregistered shares of the Company’s common stock equal to six percent (6.0%) of the amount of shares which they sell in the offering. The option(s) would be exercisable over a four (4) year time period at the exercise price of $2.50 per share. This prospectus permits our Chief Executive Officer and President, Vincent C. Lombardi, and our Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer, Gregg W. Koechlein, to sell the shares directly to the public, with no commission or other remuneration payable to either of them for any shares each may sell. Mr. Lombardi and Mr. Koechlein may sell the shares and intend to offer them to friends, family members and business acquaintances.

In connection with the Company's selling efforts in the offering, neither Vincent C. Lombardi nor Gregg W. Koechlein will register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer's securities. Mr. Lombardi and Mr. Koechlein are not subject to any statutory disqualification, as that term is defined in Section 3(a) (39) of the Exchange Act.

Mr. Lombardi and Mr. Koechlein will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Lombardi and Mr. Koechlein are not, nor have been, within the past 12 months, a broker or dealer, and they are not, nor have they been within the past 12 months, an associated person of a broker or dealer. At the end of the offering Mr. Lombardi and Mr. Koechlein will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Lombardi and Mr. Koechlein will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the sale of the 3,500,000 shares being offered in the primary offering. The price per share is fixed at $2.50 for the duration of this offering. There currently is no public market for our Common Stock. Further, although our Common Stock is currently quoted on the OTC Bulletin Board (the “OTCBB”), trading of our Common Stock has not yet commenced. When our stock does begin to trade, such trading may be extremely sporadic. For example, several days may pass before any shares may be traded. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our Common Stock.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have complied. In addition , and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

Plan of Distribution for the Offering of 2,500,500 Shares by the Selling Stockholders

Selling Stockholders must sell their shares at a fixed price of $2.50 per share for the duration of the primary offering until the Company has sold all of the 3,500,000 shares we are offering or until the Company has removed from registration any unsold shares not sold in the primary offering. Thereafter, the Selling Stockholders may sell their shares of common stock in any trading market which develops for our shares at the prevailing market prices or at privately negotiated prices.

The shares of common stock being offered for resale by this prospectus may be sold by the Selling Stockholders by one or more of the following methods, without limitation:


·	ordinary brokerage transactions and transactions in which the broker solicits purchasers;
·	privately negotiated transactions;
·	market sales (both long and short to the extent permitted under the federal securities laws);
·	at the market to or through market makers or into an existing market for the shares;
·	through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and
·	a combination of any of the aforementioned methods of sale.

In the event of the transfer by any of the Selling Stockholders of its shares of common stock to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the Selling Stockholder who has transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a Selling Stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a Selling Stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the Selling Stockholder if such broker-dealer is unable to sell the shares on behalf of the Selling Stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above. The Selling Stockholders and any broker-dealers or agents that participate with the Selling Stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, any of the Selling Stockholders may pledge shares of common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a Selling Stockholder, their broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the Selling Stockholders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act that may be required in the event any of the Selling Stockholders defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the shares of common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a Selling Stockholder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the shares of common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the Selling Stockholders, the purchasers participating in such transaction, or both.

The Offering Price was Arbitrarily Determined

The offering price of the shares was determined arbitrarily by us. It was not based on any established criteria of value. In determining the offering price and the number of shares to be offered, we considered such factors as our financial condition, our potential for profit and the general condition of the securities market. The offering price should not be considered an indication of the actual value of our shares of common stock. The price bears no relation to our assets, book value, earnings or net worth or any other traditional criterion of value.

Penny Stock Rules

The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks" as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, and any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a "distribution" as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a "distribution participant" as an underwriter,

prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the Selling Stockholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the Selling Stockholders of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

Pursuant to our Articles of Incorporation, as amended, our authorized capital stock consists of (i) 50,000,000 shares of common stock, no par value per share, of which 20,389,642 shares are issued and outstanding as of the date of hereof, and (ii) 5,000,000 shares of preferred stock, no par value per share, of which 0 shares are issued or outstanding as of the date hereof.

DESCRIPTION OF SECURITIES

Common Stock

On the date of this prospectus, there are 20,389,642 shares of common stock issued and outstanding. Each share of common stock entitles the holder to one (1) vote on each matter submitted to a vote of our shareholders, including the election of directors. There is no cumulative voting. Subject to preferences that may be applicable to any outstanding preferred stock, our shareholders are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors. Shareholders have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions related to the common stock. In the event of liquidation, dissolution or winding up of the Company, our shareholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Preferred Stock

We are authorized to issue up to 5,000,000 shares of our non-voting preferred stock. As of the date hereof, the Company had 0 shares of its preferred stock issued and outstanding. Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors in its sole discretion.

Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of our non-voting preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, and liquidation preferences of the shares of any such series.

Options

We have no options to purchase shares of our common stock or any other of our securities outstanding as of the date of this prospectus. We have agreed to issue an option to the broker dealer that participates in the offering to purchase up to an amount of shares that will be equal to six percent (6.0%) of the shares which it sells in the offering. The option will be exercisable at $2.50 per share for a period of four (4) years following its grant date.

Warrants

We have no warrants to purchase shares of our common stock or any other of our securities outstanding as of the date of this prospectus.

Registration Rights Agreements

We have orally agreed to register a portion of the shares of common stock that are held by the Selling Stockholders under the Registration Statement under Securities and Exchange Commission (“SEC”) Form S-1 of which this prospectus forms a part.

No Lock Up Agreements

The Company has not requested any Selling Stockholder to sign a Lock Up Agreement, and it does not intend to do so.

Dividends

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board of Directors. We intend to retain earnings, if any, for use in our business operations and accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future.

Transfer Agent and Registrar

Our transfer agent is Action Stock Transfer Corp., 2469 E. Fort Union Boulevard, Suite 214, Salt Lake City, Utah 84121. Action Stock Transfer Corp.’s telephone number is (801) 274-1088.

Indemnification of Officers and Directors

Section 7-109-102 of the Colorado Revised Statutes provides that a Colorado corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if: (a) the person's conduct was in good faith; and (b) the person reasonably believed: (i) in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation's best interests; and (ii) in all other cases, that such conduct was at least not opposed to the corporation's best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe the person's conduct was unlawful. Notwithstanding the foregoing, a Colorado corporation may not indemnify a director under this section: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.

Section 7-109-103 of the Colorado Revised Statutes provides that unless limited by its articles of incorporation, a Colorado corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.

Section 7-109-104 of the Colorado Revised Statutes provides that a Colorado corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) the director furnishes to the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in section 7-109-102; (b) the director furnishes to the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this article.

Section 7-109-105 of the Colorado Revised Statutes provides that unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: (a) if it determines that the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; and (b) if it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-109-102 (1) or was adjudged liable in the circumstances described in section 7-109-102 (4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in section 7-109-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

Section 7-109-106 of the Colorado Revised Statutes provides that: (1) A Colorado corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that

indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 7-109-102. A corporation shall not advance expenses to a director under section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-109-104 (1)(a) and (1)(b) are received and the determination required by section 7-109-104 (1)(c) has been made. (2) The determinations required by subsection (1) of this section shall be made: (a) by the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or (b) if a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee. (3) If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and a committee cannot be established under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made: (a) by independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or (b) by the shareholders. (4) Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

Section 7-109-107 of the Colorado Revised Statutes provides that: unless otherwise provided in the articles of incorporation: (a) an officer is entitled to mandatory indemnification under section 7-109-103, and is entitled to apply for court-ordered indemnification under section 7-109-105, in each case to the same extent as a director; (b) a corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director; and (c) a corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

Section 7-109-108 of the Colorado Revised Statutes provides that a Colorado corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the law of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.

Section 7-109-109 of the Colorado Revised Statutes provides that: (1) a provision treating a Colorado corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except an insurance policy, or otherwise, is valid only to the extent the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation. (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.

Section 7-109-110 of the Colorado Revised Statutes provides that if a Colorado corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the corporation, the corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

The Company’s Amended and Restated Articles of Incorporation provide for indemnification of directors and officers of the Company substantially similar in scope to that permitted under the Colorado Law. Such Amended and Restated Articles of Incorporation authorize payment of a director’s or officer’s expenses (including attorney's fees) incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or

proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Company. The Company’s Amended and Restated Articles of Incorporation also provide that the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability.

DESCRIPTION OF BUSINESS

Business Development

We were incorporated in the State of Colorado on May 9, 1996, with an authorized capital of 55,000,000 shares, comprised of 50,000,000 shares of common stock, and 5,000,000 shares of non-voting preferred stock, both with no par value per share. We were formed for the primary purpose of engaging in the business of marine transportation and to provide ocean going shipping of goods internationally. Our initial proposed business operations were unsuccessful, and we had no material business operations from 1996 through December 31, 2018.

On December 31, 2018 (the “Closing Date” or “Closing”), we entered into a Share Exchange Agreement (the “Agreement”) with High Sierra Nevada and all of the shareholders of High Sierra Nevada, pursuant to which we acquired 100% of the issued and outstanding shares of common stock of High Sierra Nevada (the “Share Exchange” or “Acquisition”). The Acquisition of High Sierra Nevada was consummated on the same date, and High Sierra Nevada is now a wholly-owned subsidiary of the Company. As consideration for the Share Exchange, we issued a total of 15,433,025 shares of our common stock to the High Sierra Nevada shareholders, which represented approximately 76.44% of the 20,189,642 issued and outstanding shares of our common stock immediately following the Acquisition.

The Share Exchange has been treated as a recapitalization of the Company for financial accounting purposes. High Sierra Nevada is considered the acquirer for accounting purposes, and our historical financial statements before the Share Exchange have been replaced with the historical financial statements of High Sierra Nevada.

In connection with the Acquisition of High Sierra Nevada, we also issued 1,087,525 shares of our common stock to Michael Vardakis, the former President and a former director of the Company, for a cash payment of $21,750, an additional 120,000 shares of our common stock to Melissa Ladakis, the former Secretary and director of the Company, for services rendered which were valued at $0.02 per share, 30,000 shares of our common stock to Lynette Kelch, for services rendered which were valued at $0.02 per share; and 1,800,000 shares of our common stock to Biored, N.V., a Belgian corporation (“Biored”). Biored loaned the Company $500,000 in early June 2018 at five percent (5.0%) interest per annum. Biored converted the principal amount of its loan ($500,000) and accrued interest of approximately $14,500 to the 1,800,000 shares of our common stock which it received, at a conversion price of approximately $0.2858 per share.

The Agreement provided that at the Closing the Company would cause its Board of Directors to elect Vincent C. Lombardi to the Company’s Board of Directors to serve together with Michael Vardakis, that the pre-Closing officers of the Company (Michael Vardakis and Melissa Ladakis) would resign, and that the Board of Directors would appoint Vincent C. Lombardi as Chief Executive Officer and President, and Gregg W. Koechlein as the Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Koechlein was also appointed as the Chief Operating Officer. This all occurred on the Closing Date.

Since the Closing of the Acquisition on December 31, 2018, our business efforts have been focused on the business of High Sierra Nevada. Our High Sierra Nevada was incorporated in the State of Nevada in August of 2018. It was formed with the intention that it would become the assignee, owner and licensor of certain Intellectual Property that was, prior to assignment, the property of Vincent C. Lombardi, Ph.D. (the “Intellectual Property”) who is an officer, director and co-founder of High Sierra Nevada. High Sierra Nevada was further formed with the goal that it would continue to develop and expand its intellectual property portfolio with an emphasis on the medical and recreational cannabis industries as well as the industrial hemp industry.

On March 25, 2019 a Special Meeting of the Company’s Stockholders was held at which the Stockholders voted to change the Company’s name to High Sierra Technologies, Inc., and to approve certain other changes in the Company’s Articles of Incorporation which are described in the Company’s Definitive Proxy Statement. These changes became effective on April 1, 2019. On March 25, 2019 following the stockholder meeting, Michael Vardakis resigned as a director of the Company. On March 26, 2019, Vincent C. Lombardi, as the only remaining director of

the Company, appointed Gregg W. Koechlein as a director of the Company to fill the vacancy left by Mr. Vardakis’ resignation.

Effective April 1, 2019, the Company’s name was changed from Gulf & Orient Steamship Company, Inc. to High Sierra Technologies, Inc.

Description of Business

The current Intellectual Property portfolio consists of all of the rights, title and interest that Dr. Lombardi had in certain two Provisional Patent Applications (collectively, the “Applications”). Assignments of both of these applications, which assign their ownership to High Sierra Nevada, have been filed with the United States Patent & Trademark Office. The Applications have since been incorporated into and converted into a single broad and all encompassing Utility Patent Application which has been filed with numerous governmental agencies in the United States, Canada and multiple other countries as is discussed below (collectively the “Utility Patent Applications”).

The Applications and the Utility Patent Applications are based on the premise that cannabis (also known as marijuana) which is a preparation of the cannabis plant that encompasses at least three genera of flowering plant in the family of Cannabaceae including Cannabis sativa, Cannabis indica and Cannabis ruderalis has a distinct odor and flavor, primarily as a result of several volatile small molecules known as terpenes. These terpenes are also present in the genus of the flowering plant commonly known as hemp. Although the odor and flavor that results from the presence of these terpenes is desirable to many users of cannabis and/or hemp, the strong and pungent odor, as well as the distinctive flavor, is undesirable by others especially due to the fact that the odor lingers after use of cannabis and/or hemp. Additionally, the characteristic odor makes it obvious that a given individual has recently used cannabis and/or hemp. Since a user of hemp is doing so for solely medicinal purposes, High Sierra Nevada believes this negative characteristic is of even greater importance to a user of a hemp-based product. Furthermore, the strong and pervasive odor, as well as the distinctive flavor, that results from the presence of these terpenes represents an obstacle for creating a flavored form of cannabis and/or hemp which High Sierra Nevada believes to be desirable.

The Intellectual Property

High Sierra Nevada now owns two (2) provisional patent applications which it acquired from Dr. Lombardi. The Applications have since been incorporated into and converted into a single all-encompassing Utility Patent Application which has been filed with numerous governmental agencies in the United States, Canada and multiple other countries as is discussed below (collectively the “Utility Patent Applications”).The first Application describes a new and novel cannabis product that is produced by removing or significantly reducing the naturally occurring compliment of volatile organic molecules from cannabis, which primarily consist of terpenes, and are collectively known as the essential oils. This new and novel cannabis product embodies any product produced from any of the of flowering plants of the genus Cannabis, using any convenient method for removing or significantly reducing the naturally occurring compliment of essential oils, and, which at the same time, generally preserves the naturally occurring compliment of cannabinoids in a product that retains the naturally occurring physical structure of cannabis plant material that is normally consumed by way of smoking (combustion and subsequent inhalation) and also leaves the modified harvested cannabis plant material undamaged and still in a condition that it can be smoked in the same manner as before it was modified by the process and/or processes described herein. As used herein, the term “cannabis” includes industrial hemp which is defined as the plant Cannabis sativa L. having a Δ9-tetrahydrocannabinol (THC) concentration of not more than 0.3 percent on a dry weight basis (“hemp”).

The second Application describes a new and novel cannabis product that is produced by further modifying a cannabis product based on the first Application containing cannabis plant material that has been previously modified by removing or significantly reducing the naturally occurring compliment of volatile organic molecules, which primarily consist of terpenes, and are collectively known as the essential oils, so as to create a low, or no, odor and reduced flavor form of cannabis product. The previously modified cannabis product is then subjected to additional modification, or modifications, consisting of the addition of volatile organic molecules, either naturally occurring or synthetically produced, including, but not limited to, essential oils, flavorings or terpenes and terpenoids so as to cause it to have new and unique odors and flavors.

By using the techniques and processes covered by the two Applications, High Sierra Nevada can create a low, or no, odor and reduced flavor form of cannabis, which can be used in that state or modified to have new and unique odors and flavors.

High Sierra Nevada’s Intellectual Property encompasses the dried cannabis plant material, or flower, that is intended to be smoked, as well as any dried cannabis plant material that is intended to be smoked and to which flavoring is added. It should be noted that this technology is also applicable to the use of hemp-based products that are to be smoked both in non-flavored and flavored forms.

High Sierra Nevada has engaged the law firm of Oliff PLC to prosecute its patent Applications. In January 2019, the two (2) provisional patent Applications were combined into one broad and all encompassing Utility Patent Application which was filed with the United States Patent and Trademark Office, the Canadian Intellectual Property Office and under the provisions of the Patent Cooperation Treaty (“PCT”) which will afford High Sierra Nevada additional temporary protection in an additional 152 other countries.

High Sierra Nevada’s current Intellectual Property Applications are specific to the dried cannabis plant material where the characteristic odor and flavor have been removed or significantly reduced as well as products that utilizes the first product. High Sierra Nevada believes that its intellectual property may be able to be expanded to include other opportunities in the cannabis and industrial hemp markets. High Sierra Nevada is currently attempting to develop such products, independently, and through joint venture arrangements. However, the Company can offer no assurance that High Sierra Nevada will be successful in this effort.

High Sierra Nevada believes that it is likely that its Provisional Patent Applications and the Utility Patent Applications will be converted into full Utility Patents to be issued in due course in both the United States and Canada. During the time allowed under the provisions of the PCT, High Sierra Nevada intends to determine in which foreign countries it will be appropriate to file additional utility patent applications.

Marketing Plans to License the Intellectual Property

High Sierra Nevada is now marketing the licensing of its technology in states in the U.S. where cannabis and/or hemp has been legalized both for medicinal and/or recreational use. It also plans to use a similar marketing strategy in all provinces in Canada which has legalized both the medicinal and recreational uses of cannabis as of October 17, 2018. Hemp has long been legal in Canada. High Sierra Nevada is targeting entities that are licensed to produce, process and/or manufacture cannabis and/or hemp related products. High Sierra Nevada also believes that its technology will be of interest to tobacco companies in the United States, Canada and other places if those companies choose to enter the cannabis and/or hemp marketplaces as the legalization of cannabis and/or hemp progresses.

High Sierra Nevada considers every manufacturer of cannabis and/or hemp products a potential customer. Because each is registered with its respective State and are of public record, High Sierra Nevada has begun to identify each manufacturer for a direct marketing campaign. High Sierra Nevada plans to aggressively exploit what it believes to be niche areas of the cannabis and/or hemp markets that are not currently being addressed.

Presently, manufacturers of cannabis and/or hemp products are limited to selling low-odor cannabis and/or hemp for smoking, as an extract, and are limited to selling flavored product either as an extract for smoking or edibles. While it is possible to produce a flavored dried plant form without first removing the natural complement of terpenes, High Sierra Nevada believes that the strong natural smell and flavor makes it impractical to add additional flavoring other than additional terpenes.

Because low odor or no odor cannabis and/or hemp plant material products for smoking are novel and currently do not exist, it is High Sierra Nevada’s goal to create a market for such products by demonstrating their utility and desirability. Low-odor cannabis and/or hemp plant material allows one to smoke cannabis and/or hemp without its use being apparent due to the residual smell on the user. It also allows the user the convenience of smoking cannabis and/or hemp in the form of a rolled cigarette or a pipe. Because low-odor and flavored cannabis and/or hemp plant material can be conveniently made into cigarettes, it is High Sierra Nevada’s belief that as cannabis and/or hemp gain acceptance according to local and Federal laws, that the large tobacco companies will want to enter the cannabis and/or hemp market spaces and will rely on their present business model of selling cigarettes that are pre-packaged. These companies are all potential clients to license High Sierra Nevada’s technology.

As of the date of this prospectus, High Sierra Nevada has entered into negotiations for the licensing of its technologies with a number of companies in three Western States that have legalized both the medicinal and recreational uses of cannabis as well as having legalized the growing of hemp for medicinal uses. High Sierra Nevada has entered into Non-Disclosure Agreements and non-binding Letters of Intent with two of these companies and is in negotiations with other companies. High Sierra Nevada has also entered into a Non-Disclosure Agreement and Letter

of Intent with another company to patent and develop farm equipment specifically designed to increase the efficacy of the planting and production of both cannabis and industrial hemp crops.

Industrial Hemp Farming Business

On May 13, 2019 High Sierra Nevada entered into a five-year lease on a 200-acre parcel of undeveloped land located in McDermitt, Nevada which includes the rights to use any and all water associated with this land for our industrial hemp growing operation. We are currently grow ing and will subsequently harvest and process industrial hemp on the property pursuant to License Number 2019216G issued by the Department of Agriculture for the State of Nevada. On June 15, 2019 we entered into a Consulting and Confidentiality Agreement with John Mentaberry to manage the industrial hemp growing operations on the leased property. The term of the agreement lasts until December 31, 2019 and is automatically renewed for one-year terms unless either party gives notice to the other of their intention not to renew. Under the Consulting Agreement we paid advance payments of $31,000 to Mr. Mentaberry and we agreed to pay a monthly payment of $2,000 per month and reimburse the consultant’s reasonable expenses.

Now that the farming project has commenced, we believe that it will be beneficial to build a processing plant in either McDermitt, Nevada, or some other location in northern Nevada, to process the industrial hemp that will result from our use of this 200 acre property. However, we would first need to successfully raise substantial equity funds before undertaking such a construction project. We can offer no assurance that we will be able to successfully raise such funds. In the alternative, we are actively pursuing the possibility of outsourcing the processing that will be required for the crop that we are currently growing in 2019.

General Information Concerning Cannabis and Hemp and Related Regulatory Laws

Currently, cannabis is consumed in three forms. The dried plant material that is smoked, extracts of cannabis that are smoked using devices such as e-cigarettes, and cannabis consumables. Hemp based products may also be consumed by these same three methods as well as being used as a topical application to the skin. High Sierra Nevada’s Intellectual Property is currently specific for dried cannabis plant material, including hemp, which is intended to be consumed by smoking which High Sierra Nevada believes to be the largest segment of the cannabis related market.

After the recent national and local elections in November of 2018, recreational cannabis is now currently legal in ten states and the District of Columbia and medicinal cannabis is now legal in 33 states, the District of Columbia, Guam and Puerto Rico. Thirteen states and the U.S. Virgin Islands have passed laws decriminalizing cannabis in some form. In addition, Canada has legalized both medicinal and recreational cannabis in all provinces as of October 17, 2018. Hemp, which is defined as cannabis, with a tetrahydrocannabinol (THC) content of less than 0.3%, has long been legalized in Canada. It should be noted that cannabis continues to be illegal at the Federal level in the United States. It should be further noted that, with the President’s signature on the Hemp Farming Act of 2018 that was passed overwhelmingly by Congress, the non-psychoactive components of cannabis, such as cannabidiol will become legal in all states and will cease to be controlled substances that come under the authority of the Food and Drug Administration.

With the enactment on December 20, 2018 of the Hemp Farming Act of 2018, hemp and/or cannabidiol based products are no longer classified as controlled substances. High Sierra Nevada believes that its technology will also be readily applicable to hemp and/or cannabidiol based products that may be consumed via combustion and subsequent inhalation and/or ingestion in various forms. Because there are currently known uses of hemp and/or cannabidiol products that use combustion and subsequent inhalation as a method of consumption, High Sierra Nevada believes that such producers and users of these products will see a similar advantage to the use of High Sierra Nevada’s technologies as do the producers and users of medical and recreational cannabis products that are consumed via combustion and subsequent inhalation and/or ingestion in various forms.

Because High Sierra Nevada’s primary business model is based on the licensing of its technology, it is not necessary for High Sierra Nevada to handle, sell or distribute cannabis in order to benefit from the rapidly expanding cannabis market. Accordingly, High Sierra Nevada is not directly subject to the limitations imposed by these existing Federal laws in the United States as they may relate to cannabis. With the enactment on December 20, 2018 of the Hemp Farming Act of 2018, hemp-based products have ceased to be controlled substances that come under the authority of the Drug Enforcement Administration thus providing High Sierra Nevada an opportunity in a new marketplace that is not subject to the same level of Federal regulation as is the marijuana form of cannabis. This puts High Sierra Nevada in a unique position to benefit from the rapidly expanding cannabis and hemp industries, while at the same time, not being directly subject to the Federal controlled substance laws of the United States.

Market Place Overview

According to a report by the Brightfield Group, the global cannabis market is currently estimated to be worth $7.7 billion and will likely experience a compound annual growth rate of 60 percent as other countries liberalize their marijuana laws. It should also be noted that Wall Street analysts have projected that the change in the laws related to cannabis in Canada could create as much as $5 billion in additional sales. The international market for cannabis is projected to hit $31.4 billion by 2021, according to a report from the Brightfield Group. Cowen & Co. has estimated that U.S. cannabis sales could reach $75 billion by 2030. Furthermore, a report by the European investment bank Bryan, Garnier & Co., projects legal global cannabis market will grow by more than 1,000% over the next decade and could reach $140 billion by 2027.

According to 2016 statistics reported by the State of Washington, sales of cannabis flower represented 61% of total cannabis product sales. Because of the new and novel nature of High Sierra Nevada’s product, it’s difficult to estimate the potential market; however, if one assumes that cigarette sales statistics are a reflection of potential cannabis sales, methanol cigarette sales are estimated to represent 30% of total tobacco sales (Lorillard, Inc. 2012 Form 10-K, p. 40. U.S. Securities and Exchange Commission). High Sierra Nevada believes that cannabis products that employ its technology (with respect to utilizing unflavored product as the starting material to make a flavored product) will create a significant addition to the existing cannabis markets. High Sierra Nevada further believes that it is reasonable to project a similar percentage of flavored cannabis sales as opposed to non-flavored cannabis sales. If trends for tobacco cigarettes are an indication of future cannabis cigarette sales, flavored cannabis cigarettes could represent a market of $1.4 billion (based on $7.7 billion total 2016 cannabis sales, 61% cannabis flower sales, and 30% flavored cannabis sales). High Sierra Nevada believes that it may earn significant licensing revenue from licensing its existing technology, based on its proposed 10% licensing fee. If large tobacco companies enter the cannabis marketplace, they are likely to represent a new and highly significant licensing revenue source for High Sierra Nevada.

Of the five Western states that have legalized cannabis, the first-year sales for each state were significant. Nevada had first year sales of approximately $425 million (based on only 6 months of sales in 2017), Colorado had first year sales of approximately $303 Million, Washington had first year sales of approximately $259 million and Oregon had first year sales of approximately $241 million. According to BDS Analytics, it is projected that California will have sales in excess of $3.7 billion it its first year of legalization (2018). Additionally, Colorado reported 2017 sales of approximately $1.5 billion, Washington reported 2017 sales of approximately $1.3 billion and Oregon reported 2017 sales of approximately $500 million (based on recreational dispensary sales only. According to projections by BDS Analytics and Acrview Market Research, the market for cannabis-based products approached nearly $10 billion in 2017 which represents a 33% increase over 2016. Both companies indicate that this percentage of annual increase will continue to grow based on more states legalizing cannabis for recreational use and the recent change in the laws in Canada that went into effect on October 17, 2018.

Currently, companies such as Canopy Growth, Cronos Group and Tilray which are based in Canada have begun to be traded both on the NASDAQ and the New York Stock Exchange. Constellation Brands has recently invested $4 billion in Canopy Growth based on its belief in the strong future for the market place for cannabis.

Recent surveys conducted by PSB Research, Civilized, Burson Cohn & Wolf and Buzzfeed News have disclosed that over 50% of Americans feel that smelling marijuana smoke in public is a problem. The same survey disclosed that over 60% of Canadians felt the same way. This survey certainly goes to support the concept behind the Company’s intellectual property.

It should be noted that none of these statistics or projections include products based on the non-psychoactive components of cannabis, such as hemp and/or cannabidiol. These are markets that Statista has estimated will grow from $108 million in 2014 to $1.5 billion in 2022. In 2016, Forbes predicted that these markets are likely to grow 700% by 2020. High Sierra Nevada believes that its opportunities will be increased with its proposed entrance into the non-psychoactive components of cannabis, such as hemp and/or cannabidiol marketplaces.

Competition

High Sierra Nevada is not aware of any other companies that are working on similar technology that can be applied to cannabis and/or hemp flower products to remove or significantly reduce the odor and flavor of such products which are consumed by smoking and/or ingestion. However, High Sierra Nevada believes that eventually there may be competitors in this line of its business. High Sierra Nevada believes that it will have an early competitive advantage being the first to enter this line of business, and it believes that its Utility Patent Applications, if granted, will give High Sierra Nevada some significant protection from competing companies.

High Sierra Nevada believes that its only significant competition in this line of business at the present time is those companies or individuals who sell cannabis and/or hemp extracts and/or cannabis and/or hemp-based consumables with low or no odor or flavor.

There are numerous other companies and individuals that compete in growing industrial hemp. Most of those companies are substantially larger than we are and have much greater financial resources than we do. We can offer no assurance that we will be able to compete successfully against our competitors in this line of business.

Employees

As of the date of this prospectus, we have only three part-time employees who are our officers Vincent C. Lombardi, Gregg W. Koechlein and Glenn C. Miller, and no full time employees. Mr. Lombardi and Mr. Koechlein each devote approximately sixteen (16) hours per week to the business of the Company, and Mr. Miller devotes approximately eight (8) hours per week to the business of the Company. They are not presently compensated for their part time services. We have no written employment agreements. We have never experienced a work stoppage and believe our relationship with our employee s is good.

Effect of Existing or Probable Governmental Regulations on our Business

We are subject to the following regulations of the SEC and applicable securities laws, rules and regulations:

Smaller Reporting Company

We are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K applicable to larger companies.

Sarbanes/Oxley Act

We are also subject to the Sarbanes/Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; auditor attestation to management’s conclusions about internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders at special or annual meetings thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

We are also required to file Annual Reports on SEC Form 10-K and Quarterly Reports on SEC Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on SEC Form 8-K.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” As long as we remain an “emerging growth company,” we may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not an “emerging growth company,” like those applicable to a “smaller reporting company,” including, but not limited to, a scaled down description of our business in Securities and Exchange Commission filings; no requirements to include risk factors in Exchange Act filings; no requirement to include certain selected financial data and supplementary financial information in SEC filings; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we file under the Exchange Act; no requirement for Sarbanes-Oxley Act Section 404(b) auditor attestations of internal control over financial reporting; and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We are also only required to file audited financial statements for the previous two fiscal years when filing registration statements, together with reviewed financial statements of any applicable subsequent quarter.

We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We can remain an “emerging growth company” for up to five years after the completion of our primary offering . We would cease to be an “emerging growth company” prior to such time if we have total annual gross revenues of $1 billion or more and when we become a “larger accelerated filer,” have a public float of $700 million or more or we issue more than $1 billion of non-convertible debt over a three-year period

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Cost and Effects of Compliance with Environmental Laws

Our current business operations are not subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost.

Change in Control

There was a change in control of the Company that occurred on December 31, 2018 in connection with the acquisition of High Sierra Nevada, which is described above under DESCRIPTION OF BUSINESS – Business Development. There has not been any other change in control of the Company within the last five years.

Bankruptcy or Similar Proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

PROPERTIES

On May 13, 2019 High Sierra Nevada entered into a five (5) year lease on a 200 acre parcel of undeveloped land located in McDermitt, Nevada which includes the rights to use any and all water associated with this land for our proposed growing operation. We are growing industrial hemp on the property, and we plan to harvest and process the industrial hemp. If the proceeds from this offering are not sufficient to enable the Company to process the hemp when it is harvested, we are actively pursuing the possibility of outsourcing the processing that will be required for the crop that we are currently growing in 2019. The basic lease terms for this property are: as consideration for the use of the land and the water, the Lessor will receive an annual participation bonus of 15% of the gross crop yield from the leasehold properties. Gross Crop Yield being defined as either the raw product, by dry weight, of the total amount of the crop actually harvested from the Property or the actual net cash amount, after all expenses derived from the growing, processing and sale of said crop actually harvested from the Property, but excluding those costs that are the Lessee’s Obligations.

In June 2019, we entered into a month to month sublease agreement to acquire some office space. The office is approximately 218 square feet. The sublease payment is $420 per month and includes the office space and all utilities except for phone/fax/internet. We have no other real property at the present time.

REPORTS TO SECURITY HOLDERS

We have also filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. Section 15(d) of the Exchange Act makes us subject to the informational requirements of the Exchange Act upon effectiveness of our Registration Statement on Form S-1 until such time as our reporting obligation is suspended in accordance with applicable federal securities laws and regulations. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. You may obtain copies of our reports from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 A.M. to 3 P.M. or on the SEC's website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

OUR EXECUTIVE OFFICES

Our corporate headquarters is located at 1495 Ridgeview Drive, Suite 230A, Reno, Nevada 89519 and our telephone number is (775) 224-4700.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding and, to the knowledge of our management; no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or affiliate of ours or owner of record or beneficially of more than 5% of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no “established trading market” for our shares of common stock. Our shares of common stock are listed on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “HSTI;” however, management does not expect any established trading market to develop in our shares of common stock unless and until we have material operations. In any event, no assurance can be given that any market for our common stock will develop or be maintained. If a public market ever develops in the future, the sale of shares of our common stock that are deemed to be “restricted securities” pursuant to Rule 144 of the SEC by members of management or others may have a substantial adverse impact on any such market. See the heading “Rule 144” below for requirements of resales of shares of our common stock under Rule 144.

We have a limited public float of approximately 189,642 shares of our outstanding common stock, and there has been no established trading market in our common stock for many years. These factors may result in uncertainty and volatility in the trading price of our common stock that may not have any relation to our current or future prospects.

Set forth below are the high and low closing bid prices for our common stock for each quarter of 2018 and 2017. These bid prices were obtained from OTC Markets, Inc. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.


Period	High	Low
January 1, 2018 through March 31, 2018	$1.25	$1.25
April 1, 2018 through June 30, 2018	$1.25	$1.25
July 1, 2018 through September 30, 2018	$1.25	$1.25
October 1, 2018 through December 31, 2018	$1.25	$1.25
January 1, 2017 through March 31, 2017	$1.25	$1.25
April 1, 2017 through June 30, 2017	$1.25	$1.25
July 1, 2017 through September 30, 2017	$1.25	$1.25
October 1, 2017 through December 31, 2017	$1.25	$1.25

Rule 144

The following is a summary of the current requirements of Rule 144:


	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Shell Companies

Rule 144 is generally unavailable for the resale of shares of stock of publicly reporting shell companies. After such a company ceases to be a shell company, then Rule 144 may become available for the resale of its outstanding shares beginning 12 months after it files “Form 10 information” with the SEC. We believe that we are no longer a shell company following the closing of our acquisition of our High Sierra Nevada subsidiary, and that Rule 144 will become available one (1) year following the filing of our Current Report on Form 8-K which was filed on January 2, 2019.

Section 4(a)(1) of the Securities Act

Since we were a shell company as defined in subparagraph (i) of Rule 144 up until December 31, 2018 when we acquired our High Sierra Nevada subsidiary, our shares of common stock that were issued while or after we became a shell company cannot be publicly resold under Rule 144 until one (1) year following the filing of our Current Report on Form 8-K which was filed on January 2, 2019. Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(a)(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.” That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, including the availability of “current public information” about us as required by subparagraph (c)(1) or (c)(2) of Rule 144, regardless of the Rule’s availability; and such resales may be limited to our non-affiliates. It has been the position of the SEC that the Section 4(a)(1) exemption (and its prior exemption, 4(1)) is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees. See NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.” The current position of the SEC that is contained in Securities Act Release No. 33-8899, effective February 15, 2008, and that codified the position

of the SEC set forth in the Worm-Wulff Letter and revised Rule 144 as outlined above, is that Rule 144 now defines what resales can be made under Section 4(a)(1) of the Securities Act, and with limited exceptions, which are set forth in footnote 172 of that Release, shares of shell companies must be sold in compliance with Rule 144(i) that is quoted above.

Holders

We currently have approximately 55 stockholders, not including an indeterminate number who may hold shares in “street name.”

Dividends

We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty, and if and until we determine to engage in any business or we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized Under Equity Compensation Plans

We have no equity compensation plans for our employees.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

During the last three years, and during this year up to the date of this prospectus, we have not issued any unregistered securities other than the following:

On December 31, 2018 (the “Closing Date” or “Closing”), we acquired High Sierra Nevada in a stock for stock acquisition (“Share Exchange”). High Sierra Nevada is now our wholly-owned subsidiary. As consideration for the Share Exchange, we issued a total of 15,433,025 shares of our common stock of to the High Sierra Nevada shareholders on a 1 for 1 share basis. The issuance of shares of our common stock to holders of High Sierra Nevada’s capital stock in connection with the Share Exchange was not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D and/or Regulation S promulgated by the SEC under that section. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. The names of the High Sierra Nevada shareholders who received shares of our Common stock are identified in the December 31, 2018 Current Report on Form 8-K which we filed on January 2, 2019. The acquisition of High Sierra Nevada is a related party transaction since Vincent C. Lombardi, the President and largest shareholder of High Sierra Nevada prior to the Acquisition, also owned 766,975 shares of our common stock prior to the Acquisition, which represented approximately 44.62% of our issued and outstanding shares prior to the Acquisition. The terms of the Acquisition as described in the Agreement were negotiated principally between Mr. Lombardi, and Michael Vardakis who then served as the President and a director of the Company.

In connection with the acquisition of High Sierra Nevada, we also issued 1,087,525 shares of its common stock to Michael Vardakis, our former President and director, for a cash payment of $21,750.50, 120,000 shares of our common stock to Melissa Ladakis, our former Secretary and director, for services rendered which were valued at $0.02 per share, 30,000 shares of our common stock to Lynette Kelch, for services rendered which were valued at $0.02 per share; and 1,800,000 shares of our common stock to Biored, N.V., a Belgian corporation (“Biored”). Biored loaned the Company $500,000 in early June 2018 at five percent (5.0%) interest per annum. Biored converted the principal amount of its loan ($500,000) and accrued interest of approximately $14,500 to the 1,800,000 shares of our common stock which it received, at a conversion price of approximately $0.2858 per share. Similarly, the issuance of shares of our common stock to Biored, Mr. Vardakis, Ms. Ladakis and Ms. Kelch was not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D and/or Regulation S promulgated by the SEC under that section. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

On May 29, 2019 we issued 100,000 shares of our common stock to Unigenics Global, Ltd. and 100,000 shares of our common stock to Rainer Busch. The shares issued to Unigenics Global, Ltd. were issued pursuant to a Seed Purchase Agreement and represent partial payment for the hemp seed purchased by us. The shares issued to Mr. Busch were issued as compensation for consulting services previously provided to us by Mr. Busch. We have entered into an agreement with Livingston Services LLC, which hosts subscription-based webinars that feature speakers from various companies and industries. Speakers may cover several topics such as; innovations in industry; general market conditions as well as developments in their company. The webinars provide opportunities for discussion, networking and exploring possible strategic alliances. Pursuant to this agreement, we will pay $6,000, in six (6) equal installments of $1,000 each month and 20,000 shares of the Company’s unregistered shares for these services. These shares have been issued, or will be issued, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D promulgated by the SEC under that section. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

Use of Proceeds of Registered Securities

There were no proceeds received during the period from inception on August 6, 2018 through December 31, 2018, or during the three months ended March 31, 2019 from the sale of registered securities.

Purchases of Equity Securities by Us and Affiliated Purchasers

Except as described above under the heading “Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities,” during the last three fiscal years, there were no purchases of any equity securities of ours by us or any person on our behalf; nor were there any purchases of our equity securities by any affiliate of ours during the last three fiscal years.

Transfer Agent

Our transfer agent is Action Stock Transfer Corp., 2469 E. Fort Union Boulevard, Suite 214, Salt Lake City, Utah 84121. Action Stock Transfer Corp.’s telephone number is (801) 274-1088.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATION

Forward-looking Statements

Statements made in this Annual Report, which are not purely historical, are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Financial Statement Presentation

High Sierra Nevada was incorporated in the State of Nevada on August 6, 2018. It was formed with the intention that it would become the assignee, owner and licensor of certain Intellectual Property that was, prior to assignment, the property of Vincent C. Lombardi. High Sierra Nevada was further formed with the goal that it would continue to develop and expand its intellectual property portfolio with an emphasis on the medicinal and recreational cannabis industries as well as the industrial hemp industry.

The Company was originally named Gulf & Orient Steamship Company, Ltd. ("Gulf") and was incorporated in the State of Colorado on May 9, 1996. Gulf originally intended to engage in the business of marine transportation. On December 31, 2018, Gulf entered into a Share Exchange Agreement with High Sierra Nevada and all the shareholders of the High Sierra Nevada. The shareholders of High Sierra Nevada were issued shares of Gulf’s (the Company’s) common stock on a one for one share basis in exchange for their shares of High Sierra Nevada’s common stock. The Share Exchange was treated as a recapitalization. The consolidated financial statements of the Company are presented under successor entity reporting and include the balance sheets of High Sierra Nevada and Gulf and use the inception date of High Sierra Nevada as of August 6, 2018.

Plan of Operation

Our plan of operation for the next 12 months is to: (i) market the licensing of the Company’s technology in states in the U.S. where cannabis and/or hemp has been legalized both for medicinal and/or recreational use, and in the Canadian provinces; and (ii) grow industrial hemp on a 200 acre parcel of undeveloped land located in McDermitt, Nevada which is leased to us, and to harvest and process the industrial hemp; and (iii) seek to raise additional equity funding. During the next 12 months, our cash requirements include expenses to market our technology; expenses to pay for lease payments, and related farming expenses for planting, growing, harvesting, processing and marketing industrial hemp; the payment of our SEC reporting filing expenses, including associated legal and accounting fees; and costs incident to maintaining our good standing as a corporation in our state of organization. We anticipate that we will need to raise additional equity funds to successfully operate an industrial hemp farming operation. We have no commitments to raise any additional funds at the present time, and we can offer no assurance that we will be able to raise additional funds on terms acceptable to the Company.

Results of Operations

Period from Inception on August 6, 2018 through December 31, 2018

We had no revenues during the period from inception on August 6, 2018 through December 31, 2018. We hope to start earning revenues during the present fiscal year ending December 31, 2019. General and administrative expenses were $34,836 for the period from inception on August 6, 2018 through December 31, 2018. We had an impairment loss of $7,683 for the period from inception on August 6, 2018 through December 31, 2018. We had a net loss of $42,519 for the period from inception on August 6, 2018 through December 31, 2018. Most all of these expenses were legal and accounting fees related to the acquisition of the Company’s High Sierra Nevada subsidiary and for the preparation and filing of reports with the SEC under the Exchange Act in the period from inception on August 6, 2018 through December 31, 2018.

Three Months Ended March 31, 2019

We have generated no revenues since inception. We hope to start earning revenues during the present fiscal year ending December 31, 2019. General and administrative expenses were $56,829 for the three months ended March 31, 2019. We had a net loss of $56,829 for the three months ended March 31. 2019. Most all of these expenses were legal and accounting fees related to the acquisition of the Company’s High Sierra Nevada subsidiary and for the preparation and filing of reports with the SEC under the Exchange Act.

Liquidity and Capital Resources

Period from Inception on August 6, 2018 through December 31, 2018

The cash flows from operating activities consisted of the following: During the period from inception on August 6, 2018 through December 31, 2018, we had an impairment to patents of $7,683, issuance of shares for services of $5,150 and an increase in accounts payable and accrued expenses of $19,424 resulting in net cash used in operating activities of $10,262.

The cash flows from financing activities consisted of the following: During the period from inception on August 6, 2018 through December 31, 2018, we received cash from the acquisition of the High Sierra Nevada subsidiary in the amount of $218,265, and proceeds from the sale of common stock in the amount of $12,250, for total net cash provided from financing activities in the amount of $230,515.

As reflected in the consolidated financial statements, the Company has incurred current period losses and has had negative cash flows from operating activities. The Company also incurred losses in prior periods. Our currently available capital resources should allow us to conduct planned operations for at least the next six (6) months. We intend to fund future operations for the next 12 months through cash on hand, and through raising funds from debt and/or equity offerings. Currently, we cannot provide assurance that such financing will be available to us on favorable terms, or at all. If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the required financing, we may be forced to curtail our existing or planned future operations. We believe our plans will enable us to continue our current operations for in excess of one year from the issuance date of this Annual Report. However, those plans are dependent upon obtaining additional capital until cash flows from operations generated are sufficient to fund operations.

Three Months Ended March 31, 2019

We had $165,704 in cash and $27,704 in current liabilities as of March 31, 2019. See our Plan of Operation above for information about our cash requirements for the next 12 months.

The cash flows from operating activities consisted of the following: During the three months ended March 31, 2019, we had an increase in accounts payable and accrued expenses of $2,280. When this is subtracted from our net loss of $56,829, it results in net cash used in operating activities of $54,549.

As reflected in the unaudited consolidated financial statements, the Company has incurred current period losses and has had negative cash flows from operating activities. The Company also incurred losses in prior periods. Our currently available capital resources should allow us to conduct planned operations for at least the next six (6) months. We intend to fund future operations for the next 12 months through cash on hand, and through raising funds from debt and/or equity offerings. Currently, we cannot provide assurance that such financing will be available to us on favorable terms, or at all. If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the required financing, we may be forced to curtail our existing or planned future operations. We believe our plans will enable us to continue our current operations for at least the next twelve months. However, those plans are dependent upon obtaining additional capital until cash flows from operations generated are sufficient to fund operations.

Limited Business History; Need for Additional Capital

There is limited historical financial information about the Company upon which to base an evaluation of our performance. We have not generated any revenues from our business. We cannot guarantee that we will be successful in our business plans. Our business is subject to risks inherent in the establishment of a licensing business enterprise and potentially an industrial hemp farming business, including limited capital resources. We have no intention of entering into a merger or acquisition within the next 12 months and we have a specific business plan and timetable to complete our 12-month plan of operation based on the success of the primary offering.

We anticipate that additional funding, if required, will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of shares to fully implement our business plan. We are seeking additional funding through the sale of shares pursuant to this prospectus. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future. If such financing is not available on satisfactory terms, we may be unable to continue or expand our business. Equity financing could result in additional dilution to existing shareholders.

If we raise the $8,750,000 gross proceeds, in the primary offering, we believe that we can satisfy our cash requirements to complete our 12-month plan of operation without having to raise additional funds for the next twelve months.

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B of the Securities Act for complying with new or revised accounting standards. As an emerging grow th company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the period from inception on August 6, 2018 through December 31, 2018 or during the three months ended March 31, 2019.

Subsequent Loans

On June 6, 2019, the Company borrowed $50,000 from Larry Mamey and entered into an unsecured promissory note which bears interest at nine percent (9.0%) per annum and is due six (6) months later. On July 10, 2019, the Company borrowed $50,000 from Or Crown Auto and entered into an unsecured promissory note which bears interest at nine percent (9.0%) per annum and is due six (6) months later. On July 17, 2019, the Company borrowed $20,000 from our current President and director, Vincent C. Lombardi, and entered into an unsecured promissory note which bears interest at nine percent (9.0%) per annum and is due six (6) months later.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

Below are the names of and certain information regarding the Company’s current executive officers and directors. All of these persons were appointed effective as of the closing of the acquisition of High Sierra Nevada, except that Gregg W. Koechlein was not appointed a director of the Company until March 26, 2019:


Name	Age	Position	Date Named to Board of Directors/or as Executive Officer
Vincent C. Lombardi	54	Director, Chief Executive Officer and President	December 2018
Gregg W. Koechlein	70	Director, Chief Financial Officer, Chief Operating Officer, General Counsel, Treasurer and Secretary	December 2018 as an officer and March 2019 as a Director
Glenn C. Miller	68	Chief Scientific Officer	December 2018

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

The authorized number of directors to constitute our Board of Directors is presently two. Pursuant to the terms of the Share Exchange Agreement, High Sierra Nevada and the Company agreed that the Company’s Board of Directors, as

of the Closing of the Share Exchange, would consist of two members. Our Board of Directors is now comprised of Messrs. Lombardi and Koechlein. Executive officers are appointed by the Board of Directors and serve at its pleasure.

The principal occupation and business experience during the past five years for our executive officers and directors is as follows:

Vincent C. Lombardi, Ph.D., President, Chief Executive Officer and Director

Dr. Lombardi has served as the Company’s Chief Executive Officer, President and as a Director since December 31, 2018. He has served in those capacities for High Sierra Nevada since its inception in August 2018 and continues to do so. For the past five years, Dr. Lombardi has managed a basic and clinical research program. He received his Ph.D. in Biochemistry from the University of Nevada, Reno in 2006. He has previously served as the Director of Research for the Nevada Center for Biomedical Research and is also an Adjunct Assistant Professor of Biochemistry with the University of Nevada, College of Agriculture, Biotech, Natural Resources. While Dr. Lombardi is a classically trained Biochemist, he has extensive research experience in the field of Immunology and specifically, in studying the innate immune system and how it relates to chronic disease. He also has substantial experience in clinical research, has authored dozens of peer-reviewed scientific publications. Prior to his career in science, Dr. Lombardi worked in the investment industry from 1983 to 1999 as a securities broker, an over-the-counter securities trader and as an investment banker. Dr. Lombardi is the inventor of High Sierra Nevada’s intellectual property and will guide the Company as its President and Chief Executive Officer.

Gregg W. Koechlein, Esq., Chief Operating Officer, Chief Financial Officer, Secretary, Treasurer, General Counsel and Director

Mr. Koechlein has served as the Company’s Chief Operating Officer, Chief Financial Officer, Secretary, Treasurer and General Counsel since December 31, 2018. He has served as a Director since March 2019. He has served in those capacities for High Sierra Nevada since its inception in August 2018 and continues to do so. Mr. Koechlein has maintained an active law practice for the last five years focusing mainly on transactional work, state and federal court litigation and federal appellate work. He has also provided consulting services to various clients in the medical, clinical laboratory and restaurant sectors. Mr. Koechlein received his Juris Doctor degree from the Loyola Law School in Los Angeles, California in 1984. He brings to the Company over 33 years of legal experience and over 45 years of business experience. From 1987 to 1989 Mr. Koechlein was Vice President of Manufacturing and General Counsel of Super Shops, Inc. He served as its President, Chief Operating Officer and General Counsel from 1989 to 1997. As President, he was responsible for all operational and strategic aspects of a chain of 165 retail stores in 31 states employing nearly 2000 people. These operations included a mail order sister company startup that had first year annual revenues of $35 million. During his tenure, Super Shops, Inc. grew from 53 to 165 stores, one to four warehouses and the annual consolidated revenues grew from $80 million to approximately $250 million. During this same time period, the Mallory, Inc. subsidiary nearly tripled its annual revenues.

Glenn C. Miller, Ph.D., Chief Scientific Officer

Dr. Miller serves as the Company’s Chief Scientific Officer. He has served in those capacities for High Sierra Nevada since its inception in August 2018 and continues to do so. For the past five years, Dr. Miller has managed a basic research program. Dr. Miller is a Professor of Natural Resources and Environmental Science at the University of Nevada, Reno. He received his B.S. in Chemistry from the University of California, Santa Barbara and a Ph.D. in Agricultural and Environmental Chemistry (1977) from the University of California at Davis. Following graduate studies, he spent a year of postdoctoral study at the EPA’s Environmental Research Laboratory in Athens, Georgia. He has been on the UNR faculty since 1978 and was Director of the Graduate Program in Environmental Sciences and Health from 1996-2006 and Director of the Center for Environmental Sciences and Engineering from 1999-2003. Dr. Miller also currently serves on the State of Nevada’s Medical Marijuana Independent Laboratory Advisory Committee. As a member of the Scientific Advisory Committee, Dr. Miller brings over 40 years of scientific experience to the Company.

Scientific Advisory Committee

The Company’s Scientific Advisory Committee consists of Glenn C. Miller, Ph.D., Karen Schlauch, Ph.D and Timothy Bailey, Ph.D. Its purpose is to advise the Board of Directors concerning scientific matters related to the development and application of existing and new technologies. Persons may be elected to, and removed from, the committee by vote of the Company’s Board of Directors. Certain information concerning the persons who serve on the committee follows:

Karen Schlauch, Ph.D.

Dr. Schlauch received a B.S. Mathematics / Computer Science from the University of Illinois in 1989. She received a M.A. in Mathematics in 1991 from Eastern Illinois University as well as a M.S. in Mathematics from New Mexico State University in 1994. Dr. Schlauch received her Ph.D. in Mathematics from New Mexico State University in 1998. She completed her Post-Doctoral Fellowship in 2000 at the National Center for Genome Resources in Santa Fe, New Mexico. Her interest in the fields of human biostatistics and bioinformatics began with research at the human genetics research institute at DeCODE Genetics in Reykyavik, Iceland, and continued with genomics research in obesity and liver disease at George Mason University and INOVA Fairfax Hospital, as well as at the genotyping facility at the Boston University School of Medicine. Her current work is centered on providing developing new and robust mathematical and (bio)statistical tools to analyze large whole-genome datasets for researchers state-wide, including GWAS studies, next-generation experiments, and Mass Spectrometry studies.

Timothy Bailey, Ph.D.

Dr. Bailey received a B.S. in Mathematical Science in 1977 from Stanford University. He received both a M.S. in 1991 and a Ph.D. in Computer Science from the University of California, San Diego. He completed a Post-Doctoral Fellowship at the San Diego Supercomputer Center in 2000 and a second Post-Doctoral Fellowship at the Karolinska Institute in Stockholm, Sweden in 2001. From 2002 to 2015, Dr. Bailey was a Professor and held various Research Fellowships at the University of Queensland, Brisbane, Old, Australia. Dr. Bailey was the creator of the sequence motif discovery algorithm “MEME”. This is one of the most heavily used software tools in bioinformatics and has been used to discover and characterize patterns in DNA, RNA and protein sequences. These patterns encode biological signals such as transcription binding sites, splice junctions and the active sites of enzymes. The discovery and characterization of motifs has been important in the study of many biological processes including the regulation of gene expression. MEME has been used and cited over 7000 times. MEME was one of the first algorithms introduced to attack the problem of motif discovery in unaligned sets of sequences and continues to be used by thousands of biologists each year. In addition to motif discovery tools, Dr. Bailey’s research has also developed several widely-used tools used for scanning DNA, RNA or protein sequences for motifs represented as weight matrices. These tools can look for sequences enriched in a set of motifs (MAST), individual motif occurrences (FIMO and GLAM2Scan), and sequences containing clusters of motifs characteristic of gene regulatory modules (MCAST).

Directorships Held in Other Reporting Companies

None of our directors or executive officers is a director of a company that is required to file reports under Sections 15 or 13(d) of the Exchange Act.

Director Independence

We have no independent directors at the present time. We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”

Family Relationships

There are no family relationships among our Directors or executive officers.

Term of Office

Our directors are appointed to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until the next annual meeting of the Board of Directors or until removed by the Board.

Significant Employees

As of the date hereof, the Company has no employees other than its officers, Vincent C. Lombardi, Gregg W. Koechlein and Glenn C. Miller . They are not presently compensated for their part time services.

Audit Committee and Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Other than as described above, we are not aware of any other conflicts of interest of our executive officer and director.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our present or former directors, executive officers or persons nominated to become directors or executive officers:

(1) A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have adopted a Code of Ethics for our principal executive and financial officers. Our Code of Ethics was filed as an Exhibit to our Form 10-K Annual Report for the year ended December 31, 2013.

Stockholder Communications with the Board of Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

EXECUTIVE COMPENSATION

The following tables disclose certain compensation information concerning the Company’s officers and directors. Please note that Vincent C. Lombardi became an officer and director of the Company on December 31, 2018, Gregg W. Koechlein became an officer of the Company on December 31, 2018 and a director on March 26, 2019, Michael Vardakis resigned as an officer on December 31, 2018 and as a director on March 25, 2019, and Melissa Ladakis resigned all positions she held with the Company on December 31, 2018.

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

Summary Compensation Table


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation Earnings ($)	Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Vincent C. Lombardi, CEO, President and Director	2018	-	-	-	-	-	-	-	-
Vincent C. Lombardi, CEO, President and Director

Gregg W. Koechlein COO, CFO, Secretary, Treasurer and Director	2018	-	-	-	-	-	-	-	-



Michael Vardakis, Former President and Director	2018	-	-	-	-	-	-	-	-
Michael Vardakis, Former President and Director	2017	-	-	-	-	-	-	-	-

Melissa Ladakis, Former Secretary, Treasurer and Acting CFO	2018	-	-	-	-	-	-	-	-
	2017	-	-	-	-	-	-	-	-

Outstanding Equity Awards at Fiscal Year-End


Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Vested Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Vincent C. Lombardi	None	None	None	None	None	None	None	None	None
Gregg W. Koechlein	None	None	None	None	None	None	None	None	None
Michael Vardakis	None	None	None	None	None	None	None	None	None
Melissa Ladakis	None	None	None	None	None	None	None	None	None

Compensation of Directors


	Page
Prospe ctus Sum mary	3
Ris k F actors	7
Risks Relating to Our Company	7
Risks Associated with Our Securities	12
Use of Proceeds	15
Determination of the Offering Price	16
Selling Stockholders	17
Dilut ion	18
Plan of Dis tribution	20
Description of Securities	23
Description of Bu siness	26
Propert ies	32
Reports to Security H olders	33
Our Executive Offi ces	33
Legal Pro ceed ings	33
Market for Common Equity and Related Stockholder Matters	33
Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39
Directors, Executive Officers, Promoters and Control Persons	39
Executive Compensation	43
Security Ownership of Certain Beneficial Owners and Management	44
Related Party Transactions	46
Interest of Named Experts and Counsel	47
Experts	47
Legal Matters	47
Disclosure of Commis sion Position on Indemnification for Securities Act Liabilities	47
Where You Can Find More Information	47
Dealer Prospectus Delivery Obligation	47
Financial Statements	48


	Offering Price Per Share		Commissions	Proceeds to Company Before Expenses if 10% of the shares are sold		Proceeds to Company Before Expenses if 50% of the shares are sold		Proceeds to Company Before Expenses if 100% of the shares are sold

Common Stock	$	2.50	$0.175	$	813,750	$	4,068,750	$	8,137,500

Totals	$	2.50	$0.175	$	813,750	$	4,068,750	$	8,137,500


Securities offered:	We are offering up to 3,500,000 shares of our common stock (the “Primary Offering”). The Selling Stockholders are hereby offering up to 2,500,500 shares of our common stock (the “Secondary Offering”).

Offering price:	We will offer our shares of common stock at a price of $2.50 per share. The Selling Stockholders will initially offer and sell their shares of common stock at a fixed price of $2.50 per share for the duration of our primary offering. Thereafter they may sell their shares at prevailing market prices or privately negotiated prices .

Shares outstanding prior to offering:	20,389,642

Shares outstanding after offering:	23,889,642 assuming the sale of all 3,500,000 shares being offered in the Primary Offering.

Market for the common shares:	Our common stock is not actively traded on any public market. There is no assurance that a significant trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.


Financial Summary	December 31, 2018

Cash	$ 220,253
Total Assets	$ 220,253
Total Liabilities	$ 25,424
Total Stockholders’ Equity	$ 194,829


Financial Summary	March 31, 2019

Cash and Deposits	$ 165,704
Total Assets	$ 165,704
Total Liabilities	$ 27,704
Total Stockholders’ Equity	$ 138,000


	· risks that we may not have sufficient capital to achieve our growth strategy;
	· risks that we may not develop our product offerings in a manner that enables us to be profitable and meet our customers’ requirements;
	· risks that our growth strategy may not be successful; and
	· risks that fluctuations in our operating results will be significant relative to our revenues.


·	that a broker or dealer approve a person’s account for transactions in penny stocks; and
·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.


·	obtain financial information and investment experience objectives of the person; and
·	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


·	the basis on which the broker or dealer made the suitability determination; and
·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.


·	elect or defeat the election of our directors;
·	amend or prevent amendment of our articles of incorporation or bylaws;
·	effect or prevent a merger, sale of assets or other corporate transaction; and
·	affect the outcome of any other matter submitted to the stockholders for vote.


	25% of Shares Sold	50% of Shares Sold	75% of Shares Sold	100% of Shares Sold
Gross Proceeds from this Offering	$2,187,500	$4,375,000	$6,562,500	$8,750,000
Offering/Underwriting Costs	$153,125	$306,250	$459,375	$612,500
Hemp Farming Costs	$250,000	$500,000	$750,000	$1,000,000
Seed Costs	$130,000	$130,000	$130,000	$130,000
Farming Consulting Costs	$50,000	$100,000	$150,000	$200,000
Farming Equipment	$300,000	$300,000	$300,000	$300,000
Crop Harvesting Equipment	$300,000	$300,000	$300,000	$300,000
Legal and Accounting	$112,500	$225,000	$337,500	$450,000
General and Administrative	$37,500	$75,000	$112,500	$150,000
Travel	$12,500	$25,000	$37,500	$50,000
Public Relations/Press Releases	$12,500	$25,000	$37,500	$50,000
Website	$5,000	$5,000	$5,000	$5,000
Regulatory Costs	$2,500	$5,000	$7,500	$10,000
Transfer Agent Expenses	$2,500	$5,000	$7,500	$10,000
Processing Facility Costs	$-0-	$-0-	$500,000	$500,000
Crop Processing Equipment	$-0-	$-0-	$2,000,000	$2,000,000
Cash Reserve for General Operating Expenses	$819,375	$2,373,750	$1,428,125	$2,982,500


(1)	Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.
(2)	Our offering expenses are estimated to be $40,000, and we plan to pay the balance of offering expenses from the net proceeds from the offering or from cash on hand.
(3)	Cash Reserve for Operating Expenses may be used to help market the Company’s intellectual property through licensing and to expand the Company’s intellectual property as well as for other general operating purposes.


Shareholder Name	Shares Owned Before the Offering	Total Number of Shares to be Offered for the Security Holder's Account	Total Shares Owned After the Offering is complete	Percentage of Shares Owned After the Maximum Offering is complete

Michael Vardakis (1)	1,850,000	555,000	1,295,000	5.42%
Biored, N.V.	1,800,000	540,000	1,260,000	5.27%
Kenny L. De Meirleir	1,800,000	540,000	1,260,000	5.27%
Leonard Burningham (2)	535,000	160,500	374,500	1.57%
Don Schroeder	500,000	150,000	350,000	1.47%
Radhika Subramanian	400,000	120,000	280,000	1.17%
Mykhalo Bardshov (as his sole and separate property)	350,000	105,000	245,000	1.03%
Fred Schiemann	200,000	60,000	140,000	0.59%
Amee Han Lombardi C/F Nicholas Lombardi UTMA NV ( 3 )	150,000	45,000	105,000	0.44%
Amee Han Lombardi ( 3 )	150,000	45,000	105,000	0.44%
Melissa Ladakis ( 4 )	120,000	36,000	84,000	0.35%
Kenneth W. Hunter	100,000	30,000	70,000	0.29%
Unigenics Global, Ltd.	100,000	30,000	70,000	0.29%
Rainer Busch	100,000	30,000	70,000	0.29%
Karen Schlauch	50,000	15,000	35,000	0.15%
Timothy Bailey	50,000	15,000	35,000	0.15%
Richard Bailey	50,000	15,000	35,000	0.15%
Lynette Kelch	30,000	9,000	21,000	0.09%
	8,335,000	2,500,500	5,834,500


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Vincent C.Lombardi	None	None	None	None	None	None	None
Gregg W. Koechlein	None	None	None	None	None	None	None
Michael Vardakis	None	None	None	None	None	None	None
Melissa Ladakis	None	None	None	None	None	None	None


Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)	Percent of Class
Common	Vincent C. Lombardi 979 Westcliff Lane Reno, Nevada 89523	8,550,000	41.93%
Common	Gregg W. Koechlein 2560 Greensboro Drive Reno, Nevada 89509	3,250,000	15.94%
Common	Kenny L. De Meirleir Stuivenbergbaan 89 2800 Mechelen Belgium	1,800,000	8.83%
Common	Biored, N.V. De Tyraslaan 111 1120 Brussels Belgium	1,800,000	8.83%
Common	Michael Vardakis 601 South State Street Salt Lake City, Utah 84111	1,850,000	9.07%
Totals		17,250,000	84.60%


HIGH SIERRA TECHNOLOGIES, INC. AND SUBSIDIARIES FORMERLY KNOWN AS GULF & ORIENT STEAMSHIP COMPANY, LTD.
Consolidated Statements of Operations



			August 6,
			(Inception)
			Through
			December 31,
			2018
	Revenues		$ -

		Total revenues	-

	Operating Expenses
		General and administrative	34,836

		Total operating expenses	34,836

	(Loss) from continuing operations		(34,836)

	Other (expense)
		Bargain purchase (loss)	-
		Impairment loss	(7,683)

		Total (expense)	(7,683)

	(Loss) before income taxes		(42,519)
		Income taxes	-

	Net (loss)		$ (42,519)



	(Loss) per share-Basic and diluted		$ (0.00)

	Weighted average shares outstanding
		Basic and diluted	15,433,025


	Balance	Rate	Tax
Federal loss carryforward	$ 42,219	21%	$ 8,866
Valuation allowance			(8,866)
Deferred tax asset			$ -


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common	Vincent C. Lombardi	8,550,000	41.93%
Common	Gregg W. Koechlein	3,250,000	15.94%
Common	Glenn C. Miller	100,000	0.49%
Totals		11,900,000	58.36%


Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	None	None	None
Equity compensation plans not approved by security holders	None	None	None
Total	None	None	None


Report of Independent Registered Public Accounting Firm
Balance Sheets – December 31, 2018 and March 31, 2019
Statements of Operations for the period from inception on August 6, 2018 through December 31, 2018 and for the three - month period ended March 31, 2019
Statements of Stockholders’ Equity for the period from inception on August 6, 2018 through December 31, 2018 and for the three - month period ended March 31, 2019
Statements of Cash Flows for the period from inception on August 6, 2018 through December 31, 2018 and for the three - month period ended March 31, 2019
Notes to Financial Statements


HIGH SIERRA TECHNOLOGIES, INC. AND SUBSIDIARIES FORMERLY KNOWN AS GULF & ORIENT STEAMSHIP COMPANY, LTD.
Consolidated Balance Sheets
December 31, 2018






		ASSETS
	Current Assets
		Cash	$ 220,253

		Total Current Assets	220,253

		Total Assets	$ 220,253


		LIABILITIES AND STOCKHOLDERS' EQUITY
	Current Liabilities
		Accounts payable and accrued expenses	$ 25,424

		Total Current Liabilities	25,424

		Total Liabilities	25,424

	Commitments and contingencies		-

	Stockholder's Equity
		Preferred stock, no par value, non-voting, 5,000,000 shares
		authorized, 0 shares issued and outstanding at December 31, 2018	-
		Common stock, no par value, 50,000,000 shares authorized;
		20,189,643 issued and outstanding at December 31, 2018	237,348
		Retained (Deficit)	(42,519)
		Total Stockholders' Equity	194,829

		Total Liabilities and Stockholders' Equity	$ 220,253


HIGH SIERRA TECHNOLOGIES, INC. AND SUBSIDIARIES FORMERLY KNOWN AS GULF & ORIENT STEAMSHIP COMPANY, LTD.
Consolidated Statements of Stockholders' Equity



	Preferred Stock		Common Stock		Retained	Stockholders'
	Shares	Amount	Shares	Amount	(Deficit)	Equity
Balance-August 6, 2018	-	$ -	-	$ -	$ -	$ -

Recapitalization entry	-	-	4,756,618	212,265	-	212,265

Common stock issued for services	-	-	5,100,000	5,150	-	5,150

Common stock issued for patents and intellectual property	-	-	7,683,025	7,683	-	7,683

Common stock issued for cash	-	-	2,650,000	12,250	-	12,250

Net (loss) for the period ended December 31, 2018	-	-	-	-	(42,519)	(42,519)

Balance-December 31, 2018	-	$ -	20,189,643	$237,348	$ (42,519)	$ 194,829


HIGH SIERRA TECHNOLOGIES, INC. AND SUBSIDIARIES
(Formerly Known As Gulf & Orient Steamship Company, Ltd.)
Consolidated Balance Sheets
March 31, 2019 and December 31, 2018

			March 31,	December 31,
			2019	2018
			(Unaudited)
ASSETS

	Current Assets
		Cash	$ 165,704	$ 220,253

		Total Current Assets	165,704	220,253

		Total Assets	$ 165,704	$ 220,253

LIABILITIES AND STOCKHOLDERS' EQUITY

	Current Liabilities
		Accounts payable and accrued expenses	$ 27,704	$ 25,424

		Total Current Liabilities	27,704	25,424

		Total Liabilities	27,704	25,424

	Commitments and contingencies		-	-

	Stockholder's Equity
		Preferred stock, no par value, non-voting, 5,000,000 shares
		authorized, 0 shares issued and outstanding at March 31, 2019
		and December 31, 2018	-	-
		Common stock, no par value, 50,000,000 shares authorized;
		20,189,642 issued and outstanding at March 31, 2019
		and December 31, 2018	237,348	237,348
		Retained (Deficit)	(99,348)	(42,519)
		Total Stockholders' Equity	138,000	194,829

		Total Liabilities and Stockholders' Equity	$ 165,704	$ 220,253


HIGH SIERRA TECHNOLOGIES, INC. AND SUBSIDIARIES
(Formerly Known As Gulf & Orient Steamship Company, Ltd.)
Consolidated Statements of Cash Flows




		Three Months
		Ended
		March 31,
		2019
		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		$ (56,829)
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		2,280

Net cash provided by (used in) operating activities		(54,549)


Net (decrease) in cash		(54,549)

CASH AT BEGINNING PERIOD		220,253

CASH AT END OF PERIOD		165,704

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest		$ -
Cash paid for income taxes		$ -



SEC registration fee	$	1,8 18.15
Blue sky fees and expenses*		2,500
Printing and related expenses*		1,500
Legal fees*		20,000
Accounting fees and expenses*		1,000
Transfer Agent fees*		2,500
Miscellaneous*		3,000
TOTAL	$	32,3 18.15


Name of Purchaser	Date	Number of Shares	Consideration	Transaction
Vincent C. Lombardi	12/31/18	7,783,025	Note 1	Note 1
Gregg W. Koechlein	12/31/18	3,250,000	Note 1	Note 1
Mykhaylo Bardshov	12/31/18	350,000	Note 1	Note 1
Kenny L. De Meirleir	12/31/18	1,800,000	Note 1	Note 1
Leonard Burningham	12/31/18	500,000	Note 1	Note 1
Fred Schiemann	12/31/18	200,000	Note 1	Note 1
Karen Schlauch	12/31/18	50,000	Note 1	Note 1
Amee Han Lombardi	12/31/18	150,000	Note 1	Note 1
Amee Han Lombardi C/F Nicholas Lombardi Under Nevada Uniform Transfer to Minors Act	12/31/18	150,000	Note 1	Note 1
Glenn Miller	12/31/18	100,000	Note 1	Note 1
Kenneth W. Hunter	12/31/18	100,000	Note 1	Note 1
Don Schroeder	12/31/18	500,000	Note 1	Note 1
Redhika Subramanian	12/31/18	400,000	Note 1	Note 1
Timothy Bailey	12/31/18	50,000	Note 1	Note 1
Richard Bailey	12/31/18	50,000	Note 1	Note 1
Michael Vardakis	12/31/18	1,087,525	$21,750	cash


Exhibit Number	Description (1)
3.1	Articles of Incorporation filed May 9, 1996
3.2	Amended and Restated Articles of Incorporation filed March 28, 2019
3.3	Bylaws
5	Opinion of Anderson, Call & Wilkinson, P.C., regarding legality of securities being offered in primary offering and secondary offering
10.1	Agreement with Livingston Securities LLC dated June 2019
10.2	Consulting and Confidentiality Agreement with John Mentaberry dated June 15, 2019
10.3	Promissory Note with Larry Mamey dated June 6, 2019
10.4	Promissory Note with Or Crown Auto dated July 10, 2019
10.5	Promissory Note with Vincent C. Lombardi dated July 17, 2019
10.6	Agricultural Lease with John Mentaberry dated May 13, 2019
10.7	Seed Purchase Agreement with Unigenics Global Ltd. dated May 23, 2019
14	Code of Ethics
23.1	Consent of Counsel (Anderson, Call & Wilkinson, P.C.) (2)
23.2	Consent of Independent Registered Public Accounting Firm (Pinnacle Accountancy Group of Utah)


(1)	File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

	(i)	Include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii)	Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

	(iii)	Include any additional or changed material information on the plan of distribution.

(2)	For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.

(3)	File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4)	For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;


	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


	High Sierra Technologies, Inc.

Date: July 24 , 2019	By:	/s/ Vincent C. Lombardi
		Vincent C. Lombardi
		President and Chief Executive Officer




	Signatures/Title		Date


	/s/ Vincent C. Lombardi		July 24 , 2019
	Vincent C. Lombardi, President, Chief Executive Officer and Director

	/s/ Gregg W. Koechlein		July 24 , 2019
	Gregg W. Koechlein, Secretary/Treasurer, Chief Financial Officer, Chief Operating Officer and Director