PART II AND III

Preliminary Offering Circular, Dated January 10, 2019

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED.  THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE.  WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Greene Concepts, Inc. 

13195 U.S. Highway 221 N 

Marion, North Carolina, 28752 

(844) 889-2837; www.greeneconcepts.com

Best Efforts Offering of up to 2,000,000,000 Shares of Common Stock

Greene Concepts, Inc. (which we refer to as “our company,” “we,” “our” and “us”) is offering up to two billion (2,000,000,000) shares of its Common Stock at a fixed offering price of $0.0015 per share. The aggregate amount of gross proceeds we are seeking to raise is three million dollars ($3,000,000). There is no minimum number of shares that must be sold in order to close this offering and thus no escrow account is being utilized. See “Plan of Distribution” beginning on page 19 and “Securities Being Offered” beginning on page 39.

Our Common Stock is quoted on the OTC Pink Market maintained by OTC Markets Group Inc., under the trading symbol “INKW” and the closing bid price of our Common Stock on December 30, 2019 was $0.0028. Our Common Stock currently trades on a sporadic and limited basis. Our board of directors used its business judgment in setting a value of $0.0015 per share of common stock of our company as the offering price for this offering. The purchase price per share bears no relationship to our book value or any other measure of our current value or worth.

The proposed sale of our common stock in this offering will begin as soon as practicable after this offering statement has been qualified by the Securities and Exchange Commission, or the SEC, and the relevant state regulators, as necessary. This offering will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) the date which is one year after this offering has been qualified by the SEC or (3) the date on which this offering is earlier terminated by us in our sole discretion.

This offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, or the Securities Act, for Tier 1 offerings and there is no minimum offering amount. We plan to hold a series of closings at which we and investors will execute subscription documents, we will receive the funds from investors and issue the shares to investors. See “Plan of Distribution” and “Securities Being Offered” for a description of our capital stock.

	Price to Public		Underwriting Discount and Commissions(1)		Proceeds to Issuer(2)		Proceeds to Other Persons
Per share	$	0.0015	$	0	$	0.0015	$	0
Total Maximum	$	3,000,000	$	0	$	3,000,000	$	0

(1) We do not intend to use commissioned sales agents or underwriters.

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(2) The amounts shown are before deducting offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, selling and other costs incurred in this offering.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering circular and future filings after this offering.

Investing in this offering involves a high degree of risk, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 10 for a discussion of certain risks that you should consider in connection with an investment in our securities.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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

This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.

The approximate date of commencement of proposed sale to the public is                , 2020.

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TABLE OF CONTENTS
Summary	4
Risk Factors	10
Dilution	17
Plan of Distribution	19
Use of Proceeds	22
Description of Business	23
Description of Property	28
Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Directors, Executive Officers and Significant Employees	34
Compensation of Directors and Executive Officers	35
Security Ownership of Management and Certain Securityholders	37
Interest of Management and Others in Certain Transactions	38
Securities Being Offered	39
Legal Matters	44
Interests of Named Experts and Counsel	44
Where You Can Find More Information	44
Financial Statements	F-1

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

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

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SUMMARY

This summary highlights information contained elsewhere in this offering circular. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire offering circular carefully, including the “Risk Factors” section, our historical financial statements and the notes thereto, each included elsewhere in this offering circular.

Our Company

Overview

Our company name is Greene Concepts, Inc. We are headquartered in Marion, North Carolina. We are a New York corporation that was incorporated on August 18, 1952 and previously operated as Tech-OHM Resistor Corporation, Tech-OHM Electronics, Inc., International Citrus Corporation, Princeton Commercial Holdings, Inc., Eurowind Energy, Inc., First Petroleum and Pipeline Inc., and Luke Entertainment, Inc.  Since our inception, we have operated different businesses under these different names before changing our name to Greene Concepts, Inc. and engaging in our current business line. Through our wholly-owned subsidiary, Mammoth Ventures Inc., or Mammoth, we are now a bottling and beverage company committed to providing the world with high quality, healthy, and enhanced beverage choices. Our beverage and bottling facility is located in Marion, North Carolina. The facility is a 55,000 square foot bottling and beverage plant that is located within the boundaries of the Pisgah National Forest. The bottling facility has as its water sources a combination of seven (7) spring and artesian wells that are fed from a natural aquifer that is located deep below the Pisgah National Forest. We are focused on producing a variety of beverage product lines including, but not limited to, spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings. Additionally, we expect that Mammoth will act as a third-party producer and bottler of “white label” beverage and water products. White label bottling services are provided for clients that desire to market their own product formulations, brand name and labeling while outsourcing the production and bottling of their products to Mammoth.

Before acquiring Mammoth on February 6, 2019, we operated our legacy business, which was the manufacture and distribution of a line of 25 high quality consumer focused inkjet kits.  On April 30, 2019, our board of directors made a determination to wind down our legacy business and to transition into the beverage and bottling business. 

On February 6, 2019, we entered into a Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement with BNL Capital LLC, or BNL Capital. Pursuant to the terms of the agreement, BNL Capital agreed to sell 100% of the outstanding shares of Mammoth to us for a purchase price of $1,350,000. Mammoth acquired certain assets of the defunct business formerly referred to as “North Cove Springs Bottling and Beverage,” which includes the Marion, North Carolina bottling facility and related assets.  We financed the acquisition through a secured promissory note in the amount of $1,350,000 in favor of BNL Capital.  The promissory note was secured by 100% of the outstanding shares of Mammoth that are owned by our company.  See “Description of Business – Terms of Acquisition of Mammoth Ventures, Inc.” for a description of the terms of our acquisition of Mammoth.

Upon acquiring Mammoth, we began the process of performing required maintenance to revitalize all the equipment and facility infrastructure in order to relaunch production at the plant. At the time of the acquisition all of the plant equipment was in good condition although the equipment had not operated for several years and it did require a thorough inspection and light maintenance to assure proper operation when the bottling lines are relaunched. At the time of the acquisition, we hired, Kenneth Porter, a 30+ year veteran of the beverage and bottling industry, as plant manager to oversee operations as well as the revitalization and expected relaunch of the facility.

The Food and Drug Administration, or FDA, requires adherence to current good manufacturing practice, or CGMP, regulations for the processing and bottling of bottled drinking water, which includes facility inspection and documentation of corrective measures and reporting requirements, as well as new requirements for hazard assessments and food safety, or HACCP, plans mandated by the Food Safety and Modernization Act, or FSMA. Final preparations for inspection are underway, including building and facility maintenance such as pressure washing, painting, general cleaning, and minor building repairs.

In addition to complete cleaning and maintenance of the 55,000 square foot facility, standard operating policies and procedures must be documented in accordance with federal legislation. This documentation includes conducting and reporting of microbial testing of source water and any finished product, which must be completed prior to initiating filling and packaging of bottles for shipment from our production lines.

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In concert with the coordination of the final preparations for inspection and the launching of production, we are presently working with a number of distributors and retailers to presale orders for production once the plant is fully operational. We expect to relaunch the plant during the first quarter of 2020.

Our Industry

Consumers are consistently switching from carbonated drinks to water and healthy energy drinks. As a result, the beverage market has seen increased demand for enhanced water and other functional drinks. Overall, rapid urbanization, along with widening base of the middle-class population, has increased the demand for a variety of healthy beverages.

This higher demand for water and functional beverages has benefited the packaging industry. Moreover, increasing consumer demand for quality products, made from organic and naturally sourced ingredients, requires science-based formulations of effective products in the beverage industry. These factors have created growth potential for beverage packaging service providers who have the expertise and knowledge required to create successful products in an increasingly discerning market.

Modor Intelligence predicts the global beverage packaging market to grow at a compounded annual growth rate, or CAGR, of 4.17% and reach a value of $142.28 billion by 2023. Currently, North America accounts for the largest market share, poised to reach $28.84 billion by 2023.   According to Statistica, revenue in the US bottled water segment alone amounts to US$67.5 billion in 2019 and is expected to grow annually by 5.5% (CAGR 2019-2023).

The International Bottled Water Association (IBWA), and the Beverage Marketing Corporation (BMC), reports bottled water volume grew to 13.2 billion gallons in 2017 to 13.8 gallons in 2018, an almost five percent increase over the previous year (as compared to more than 6% growth in 2017).  This growth is fueled in large part by increased numbers of consumers choosing bottled water instead of soda.  Carbonated soft drink sales decreased for the thirteenth consecutive year, according to the most recent numbers from BMC. BMC statistics show per capita consumption exceeded 42 gallons of bottled water, a 6.2 percent increase and the average annual intake of carbonated soft drinks has declined to 37.5 gallons. BMC foresees bottled water consumption will climb higher than 50 gallons per capita within just a few years.  According to BMC, nearly all Americans (94 percent) believe that bottled water is a healthier choice than soft drinks, and 93 percent say bottled water should be available wherever drinks are sold.

The shift away from sugary drinks is having a dramatic impact on sales of functional beverages.  The global functional drinks market size is expected to reach USD 93.68 billion by 2019, according to a new study by Grand View Research, Inc., progressing at a CAGR of 6.1% during the forecast period.  Per Grand View Research, the global functional drink market is anticipated to reach $93.68 billion in 2019, at a CAGR of 6.1%.  According to the Grand View Report, four players hold 55.2% of this market.  Functional beverages include energy drinks and sports drinks, and nutritional drinks.   In 2014, energy drinks represented almost 56% of all functional beverage sales.  Ibis World reports, over the past five years, the US energy drink production industry has grown by 5.2% to reach revenue of $9 billion in 2018. The energy drinks market is forecast to register a CAGR of 3.6% till 2023, whereas, the sports drinks market will grow at a CAGR of 4.3% during the same period.

In contrast to the energy and sports drink categories, functional drinks with nutraceutical formulations are designed to support consumer desire for establishing healthy lifestyle routines.  Often formulated using herbs, botanicals, vitamins and minerals, these beverages are designed to support digestive wellness, reduce stress and improve sleep, as examples.  They are often sold as dietary supplements, and subject to additional regulation by the FDA.  As a result, they are sold at a higher price point. Netherlands-based Innova Market Insights, in its 2017 “Functional Drinks” reports 30.5 percent of all functional drink launches were vitamin/mineral fortified, while 22.8 percent contained high amounts of protein. Rounding out the Top 5 were energy/alertness (20 percent), digestive/gut health (19 percent), and antioxidants (12.7 percent).

We believe that the growth in bottled water and other healthy beverages and away from carbonated or sugary beverages will create opportunities for our company.  We also believe that recent market trends will continue to grow as federal and state regulation is for hemp derived CBD products is codified.  The CBD market now stands at $1.01 trillion with forecasts calling for it to grow to $22 billion by 2022.  Many analysts are calling for 20% or more of that growth to occur in the CBD infused beverage space.  This trend, plus the opportunity presented by the US private label beverage market, which, according to Technavio, will have revenue of almost USD 140 billion by 2021, are expected by management to fuel growth of our bottling and distribution business for years to come.

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Our Products

Our bottling facility is not yet operational, and we have not begun selling any products yet. 

We expect that our future products will include:

● Enhanced spring and artesian water;

● Functional beverages and liquid dietary supplements for a variety of market needs, including, but not limited to, pH balanced water, enhanced athletic drinks;

● CBD infused beverages; and

● Beverages that meet the nutritional needs for unique defined populations and health conditions.

We also plan to operate as a third-party producer and bottler of “white label” beverage and water products once our facility is fully licensed and becomes operational.

Our Production 

We plan to produce our future products at our 55,000 square foot bottling and beverage plant that is located within the boundaries of the Pisgah National Forest in Marion, North Carolina. The bottling facility has as its water sources a combination of seven (7) spring and artesian wells that are fed from a natural aquifer that is located deep below the Pisgah National Forest. We are focused on producing a variety of beverage product lines including, but not limited to spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings.

Since we will not rely on independent third-party bottlers to manufacture and market our products, we believe we can more effectively manage quality control and consumer appeal while responding quickly to changing market conditions. We expect that we will produce substantially all of the concentrates and essences used in our future branded products. We believe that our ability to control our own formulas in the future will allow us to craft products in a uniform manner with high quality standards while innovating flavors to meet changing consumer preferences. 

Our Distribution

Given our particular interest in the natural health, organic and dietary supplement arenas, our primary distribution systems will utilize the fresh, natural and organic wholesale food distributors and representatives.  Distribution will be targeted to independent natural food retailers and large box stores through both independent warehouse distribution system and direct-store delivery system.  ‘White label’ products will utilize customer shipping and qualified independent shipping companies for direct delivery to the convenience channels.   At this time, we do not have plans to distribute through food service industry.  

Sales and Marketing

We plan to sell and market our products through an internal sales force as well as networks of brokers. 

We will seek to reach consumers directly through digital marketing, digital social marketing, social media engagement and creative content. Our marketing efforts will be focused on increasing our digital presence and capabilities to further enhance the consumer experience across our future brands. We may retain agencies to assist with social media content creative and platform selection for our brands.

Additionally, we expect that we will create brand recognition and loyalty through a combination of regional event participation, special event marketing, endorsements, consumer coupon distribution and product sampling.

More specifically, we expect to use the following techniques to market our product offerings and attract customers:

● Attending Trade and Other Events: We will attend these events in order to create awareness of our brand/ products and develop relationships with potential commercial customers. The potential customers will then be followed up in order to convert them into regular customers for whom we can provide white label services.

● Signboards and Billboards Marketing

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● Printing and Distributing Brochures and Flyers

● Search Engine Optimization (SEO) of our Website: SEO will be employed as it will bring our website at the top positions in natural search queries on widely used search engines like Google and Bing.

● CRM Software: We plan to utilize client relationship management, or CRM, software to offer materials, such as free guides or informative materials, ready to be downloaded in exchange of contact details. The software will then automatically send marketing materials to available contacts in order to convert them into customers.

● Google AdWords: We will start different campaigns including text-based search ads, graphic display ads, and YouTube video ads in order to reach our targeted audience(s) with AdWords.

● Social Media Marketing

● Word of Mouth/ Recommendations

● Referral Marketing: Referrals are one of the most valuable assets for our company. We will add our customers to a special, dedicated group and give them benefits on referring us to others.

Raw Materials

The products that we expect to produce and sell will be packaged in various materials suitable for cold pack beverages, including aluminum, glass, paper and plastic bottles, including recyclable and reusable containers.  Ingredients for our functional beverage lines will include minerals, vitamins, herbs and botanicals, as well as flavors and naturally derived sweeteners.  Ingredients will be sourced from cGMP compliant companies who are committed to transparency and traceability relating to origin, identify, testing and quality.  Certifications for gluten-free, Kosher, Organic and other relevant ingredient criteria will be required on an as-needed basis.  The majority of materials and ingredients we will purchase will be presently available from several suppliers.  However, our specialized approach to formulation and quality standards may result in reduced availability of some ingredients due to weather, governmental controls or price/supply fluctuations, which would lead to price fluctuations.  Therefore, we expect to clearly delineate our supply program qualifications and enroll suppliers in our own supplier program to ensure continued access to the ingredients we seek for production.

Seasonality

We expect that our operating results will not be materially affected by seasonal factors, including fluctuations in costs of raw materials, holiday and seasonal programming and weather conditions. Our products are “functional” beverages chosen by consumers who ascribe to a certain lifestyle, and as such we do not expect our products to be impacted by seasonal factors.

Our Competition and Competitive Strengths

Our products will compete with many varieties of liquid refreshment, including water products, soft drinks, juices, fruit drinks, energy drinks and sports drinks, as well as powdered drinks, coffees, teas, dairy-based drinks, functional beverages and various other nonalcoholic beverages. We will also compete with bottlers and distributors of national, regional and private label products. Several competitors, including those that dominate the beverage industry, such as Nestlé S.A., PepsiCo and The Coca-Cola Company, have greater financial resources than we have and aggressive promotion of their products may adversely affect sales of our brands.

The principal methods of competition in the beverage industry are price and promotional activity, advertising and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations and distribution methods. We believe we will be able to differentiate ourselves in the following ways:

● Formulations of products for specific, targeted audiences who have unique health and exercise requirements

● Infusion of ingredients with scientific research regarding the effectiveness of the products to address specific health and wellness needs.

● Utilization of ingredients sourced from quality companies committed to our quality standards

● Access to research opportunities and outcomes to support our future family of functions beverages

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● Regulatory capacity that ensures brands and stores are selling product that meets the standards of states and governments

● Access to industry stakeholders, influencers and high-profile consumers who can provide third-party endorsement of our products. 

Our Growth Strategies

We expect that our first product will be spring water and that we will white label our spring water for third parties.  Although we are in negotiations with third parties for the white label of our expected first product (spring water) we have not yet received any purchase orders or entered into any contracts for the sale of this product because our facility is not yet fully licensed.  We have completed licensing of our facility and expect to launch our white label spring water sometime during the first quarter of 2020.  Following the launch of our first product, we will be working on the development of other products and expect to launch other products in the second half of 2020.

Corporate Information

Our principal executive offices are located at 13195 U.S. Highway 221 N, Marion, North Carolina, 28752  and our telephone number is (844) 889-2837. We maintain a website at www.greeneconcepts.com.  Information available on our website is not incorporated by reference in and is not deemed a part of this offering circular.

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The offering

Securities being offered:	Up to 2,000,000,000 shares of Common Stock, par value $0.0001, for a maximum offering amount of $3,000,000.
Offering price per share:	$0.0015 per share.
Minimum subscription:	The minimum subscription amount is $100, but we may waive such minimum amount in our sole discretion.
Shares outstanding before the offering:	863,112,467 shares of Common Stock and 13,119,500 shares of Preferred Class A Stock as of October 31, 2019.
Shares outstanding after the offering:(1)	Assuming this offering is fully funded, there will be 2,863,112,467 shares of Common Stock issued and outstanding and 13,119,500 shares of Preferred Class A Stock issued and outstanding.
Best efforts offering:	We are offering shares on a “best efforts” basis through our Chief Executive Officer, Mr. Greene, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.
Restrictions on investment amount:	Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
No Escrow account:	We have not engaged an escrow agent for this offering.  Funds invested will be deposited directly into our company’s operating account and immediately available for our use.
Termination of the offering:	This offering will commence as soon as practicable after this offering statement has been qualified by the SEC and will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) the date which is one year after this offering has been qualified by the SEC or (3) the date on which this offering is earlier terminated by us in our sole discretion.
Use of proceeds:	We estimate that, at a per share price of $0.0015, the net proceeds from the sale of the 2,000,000,000 shares in this offering will be approximately $2,947,000, after deducting the estimated offering expenses of approximately $53,000. We intend to use the net proceeds of this offering for working capital expenses. See “Use of Proceeds” for details.
Market for our Common Stock:	Our Common Stock is currently quoted on the OTC Pink Market under the trading symbol “INKW”.
Risk factors:	Investing in our securities involves risks. See the section entitled “Risk Factors” in this offering circular and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in our securities.

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RISK FACTORS

Investing in our shares involves a significant degree of risk. In evaluating our company and an investment in the shares, careful consideration should be given to the following risk factors, in addition to the other information included in this offering circular. Each of these risk factors could materially adversely affect our business, operating results or financial condition, as well as adversely affect the value of an investment in our shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. We are still subject to all the same risks that all companies in our industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to our Business, Operating Results and Industry

Our bottling facility is not yet operational, and we do not yet have all of the licenses we will require to operate our facility. A failure to obtain such licenses or any significant delays in our budgeted time for the commencement of operations will have a material adverse effect on our financial condition and prospects.

Upon acquiring the Marion, North Carolina bottling facility, Mammoth began the process of performing required maintenance to revitalize all the equipment and facility infrastructure in order to relaunch production at the plant. At the time of the acquisition the plant equipment had laid dormant for several years and all of the equipment required a thorough inspection and light maintenance to assure proper operation when the bottling lines are relaunched. We continue the process of maintaining our equipment and getting our facility ready for operation. The Food and Drug Administration, or FDA, requires adherence to current good manufacturing practice, or CGMP, regulations for the processing and bottling of bottled drinking water, which includes facility inspection and documentation of corrective measures and reporting requirements, as well as new requirements for hazard assessments and food safety, or HACCP, plans mandated by the Food Safety and Modernization Act, or FSMA. Final preparations for inspection are underway, including building and facility maintenance such as pressure washing, painting, general cleaning, and minor building repairs. No assurance can be given that we will be able to pass such governmental inspections within our expected timeframe. Any delays in completing required inspections could delay the commencement of our operations, which would have a material adverse effect on our financial conditions and prospects.

In addition to complete cleaning and maintenance of the 55,000 square foot facility, standard operating policies and procedures must be documented in accordance with federal legislation. This documentation includes conducting and reporting of microbial testing of source water and any finished product, which must be completed prior to initiating filling and packaging of bottles for shipment from our production lines. Delays in documenting our standard operating policies and procedures in accordance with federal legislation could similarly delay the commencement of our operations and have a material adverse effect on our financial condition and prospects.

We have almost $2 million in convertible debt outstanding and some of such debt is already in default or about to go into default. If the holders of such debt bring a legal action against us either in bankruptcy or otherwise, our financial condition and future prospects would be materially adversely affected.

We provide a detailed table of our outstanding convertible notes in this offering circular under “Securities Being Offered – Convertible Notes.” Such table provides the maturity date of each of our outstanding convertible notes among other information. Of the outstanding convertible notes, over $100,000 in obligations is already past due and we are, therefore, in default under such notes. Several other notes will mature over the next few months. Accordingly, we are in default under the matured notes and the holders of those notes could bring an action against our company for its failure to pay the note when due. We have obtained the non-binding verbal agreement of the noteholders who hold past due notes to forbear against bringing any such action against us for a period expiring at the earliest on April 30, 2020. However, no assurance can be given that such noteholders will abide by his nonbinding verbal agreement. Each such holder has the right to bring an action against us immediately and may be able to bring an action in bankruptcy court against us. Any such legal action would have a material adverse effect on our financial condition, operations, and future prospects.

We will need additional financing to execute our business plan which we may not be able to secure on acceptable terms, or at all.

We will require additional financing in the near and long term to fully execute our business plan. Our success depends on our ability to raise such additional financing on reasonable terms and on a timely basis. Conditions in the economy and the financial markets may make it more difficult for us to obtain necessary additional capital or financing on acceptable terms, or at all. If we cannot secure sufficient additional financing, we may be forced to forego strategic opportunities or delay, scale back or eliminate further development of our goals and objectives, operations and investments or employ internal cost savings measures.

In order for us to compete and grow, we must attract, recruit, retain and develop the necessary personnel who have the needed experience.

Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the sales and licensing of our product. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in our development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our future consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.

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Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving our products and services and maintaining the integrity of the data that supports the safety and efficacy of our products.

Our future success depends on our ability to maintain and continuously improve our quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in us or our current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business and our reputation.

Our success depends on the services of our Chief Executive Officer, the loss of whom could disrupt our business.

We depend to a large extent on the services of our CEO, Mr. Leonard Greene. Given his knowledge and experience, he is important to our future prospects and development as we rely on his expertise in developing our business strategies and maintaining our operations. The loss of the service of Mr. Greene and the failure to find timely replacements with comparable experience and expertise could disrupt and adversely affect our business.

Although dependent on certain key personnel, we do not have any key person life insurance policies on any such people.

We are dependent on Leonard Greene in order to conduct our operations and execute our business plan, however, we have not purchased any insurance policies with respect to him in the event of his death or disability. Therefore, if Leonard Greene dies or becomes disabled, we will not receive any compensation to assist with his absence. The loss of Leonard Greene could negatively affect us and our operations.

We face significant competition for our beverage and bottling business.

The commercial beverage and bottling industry is highly competitive and we compete with a number of other companies that provide similar products. Our ability to compete successfully in the commercial beverage industry and to manage our planned growth will depend primarily upon the following factors:

● maintaining continuity in our management and key personnel;

● ability to react to competitive product and pricing pressures;

● the strength of our brand;

● the ability to expand into specialized bottling, including carbonated beverages, unique sizes and shapes;

● increasing the productivity of our future sales employees;

● effectively marketing and selling our products;

● acquiring new customers for our products;

● ability to respond to complaints if necessary;

● developing and improving our operational, financial and management controls;

● developing and improving our information reporting systems and procedures; and

● the design and functionality of our products.

Many of our competitors have greater financial, technical, product development, marketing and other resources than we do. These organizations may be better known than we are and may have more customers or users than we do. We cannot provide assurance that we will be able to compete successfully against these organizations, which may lead to lower customer satisfaction, decreased demand for our solutions, loss of market share or reduction of operating profits.

The forecasts of market growth included in this offering circular may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts contained in this offering circular may prove to be inaccurate. Even if these markets experience the forecasted growth described in this offering circular, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this offering circular should not be taken as indicative of our future growth.

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Reductions in future sales of our products will have an adverse effect on our profitability and ability to generate cash to fund our business plan.

The following factors, among others, could affect future market acceptance and profitability of our products:

● the introduction of additional competitive or alternative beverage products or white label bottlers;

● changes in consumer preferences among commercial beverages products;

● changes in awareness of the environmental impact of commercial beverages products;

● the level and effectiveness of our sales and marketing efforts;

● any unfavorable publicity regarding our products or services;

● any unfavorable publicity regarding our future brands;

● litigation or threats of litigation with respect to our future products or services;

● the price of our products or services compared to those of our competitors;

● price increases resulting from rising commodity costs;

● regulatory developments affecting the manufacturing or marketing of our products;

● any changes in government policies and practices related to our products; and

● new science or research or regulatory barriers that impede the development of our future CBD products.

Adverse developments with respect to the manufacturing or sale of our products would significantly reduce our net sales and profitability and have a material adverse effect on our ability to maintain profitability and achieve our business plan.

We will rely on other companies to provide materials for our products.

We will depend on suppliers and subcontractors to meet our contractual obligations to our future customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or subcontractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our future products may be adversely impacted if companies from whom we acquire such items do not provide materials which meet required specifications and perform to our and our customers’ expectations. Our distributors and suppliers may be less likely than us to be able to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we may rely on only one or two distributors or suppliers for a particular material.

We plan to source certain materials from a number of third-party suppliers and, in some cases, single-source suppliers.

Although we believe that alternative suppliers will be available, the loss of any of our future material suppliers could adversely affect our results of operations and financial condition. Our inability to preserve the expected economics of these agreements could expose us to significant cost increases in future years.

Substantial disruption to a future distributors’ or suppliers’ manufacturing facilities could occur.

A disruption in production at a future distributors’ or suppliers’ manufacturing facilities could have an adverse effect on our business. The disruption could occur for many reasons, including fire, natural disasters, weather, water scarcity, manufacturing problems, disease, strikes, transportation or supply interruption, government regulation, cybersecurity attacks or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant amount of time to start production, each of which could negatively affect our business and results of operations.

Increased costs could affect our company.

An increase in the cost of raw materials could affect our profitability. Commodity and other price changes may result in unexpected increases in the cost of raw materials and other materials used by us. We may also be adversely affected by shortages of raw materials. In addition, energy cost increases could result in higher transportation, freight and other operating costs. We may not be able to increase our prices to offset these increased costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.

Any disruption in our information systems could disrupt our future operations and could adversely impact our business and results of operations.

We plan to depend on various information systems to support our customers’ requirements and to successfully manage our business, including managing orders, supplies, accounting controls and payroll. Any inability to successfully manage the procurement, development, implementation or execution of our information systems and back-up systems, including matters related to system security, reliability, performance and access, as well as any inability of these systems to fulfill their intended purpose within our business, could have an adverse effect on our business and results of operations. Such disruptions may not be covered by our future business interruption insurance, which is insurance that we plan to, but have not yet, obtained.

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Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of the products can lead to injury or other adverse events.

These events could lead to recalls or safety alerts relating to our products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for our products. Personal injuries relating to the use of our products can also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing our services can lead to injury or other adverse events.

We will need to increase brand awareness.

Due to a variety of factors, our opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of our brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in our market increases. Successfully promoting and positioning our brand, products and services will depend largely on the effectiveness of our marketing efforts. Therefore, we may need to increase our financial commitment to creating and maintaining brand awareness. If we fail to successfully promote our brand name or if we incur significant expenses promoting and maintaining our brand name, it would have a material adverse effect on our results of operations.

Our future advertising and marketing efforts may be costly and may not achieve desired results.

We plan to incur substantial expense in connection with our advertising and marketing efforts. Although we plan to target our advertising and marketing efforts on current and potential customers who we believe are likely to be in the market for the products we plan to sell, we cannot assure you that our advertising and marketing efforts will achieve our desired results. In addition, we will periodically adjust our advertising expenditures in an effort to optimize the return on such expenditures. Any decrease in the level of our advertising expenditures, which may be made to optimize such return could adversely affect our sales.

We expect our future intellectual property rights will be critical to our success, and the loss of such rights may materially adversely affect our business.

We expect to own trademarks as we launch new products in the future. We expect that these trademarks will be very important to our business. We may also own copyright in, and to, the content on the packaging of our products. We view these future intellectual property rights as very important to our potential success and plan to protect such intellectual property through registration and enforcement actions. However, there can be no assurance that other parties will not infringe or misappropriate our future trademarks, copyrights and similar proprietary rights. If we lose some or all of our future intellectual property rights, our business may be materially adversely affected.

We plan to obtain insurance that may not provide adequate levels of coverage against claims.

We have obtained commercial product liability insurance that covers us for up to $1,400,000 in overall damages and $1,000,000 per occurrence. This policy also covers us for general liability for up to $500,000 for damages to equipment and property. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business and results of operations.

Changes in laws and regulations relating to beverage containers and packaging could increase our costs and reduce demand for our products.

We expect that our initial products will involve nonrefillable recyclable containers in the United States. Legal requirements have been enacted in various jurisdictions in the United States and overseas requiring that deposits or certain ecotaxes or fees be charged in connection with the sale, marketing and use of certain beverage containers. Other proposals relating to beverage container deposits, recycling, tethered bottle caps, ecotax and/or product stewardship have been introduced in various jurisdictions in the United States and overseas, and we anticipate that similar legislation or regulations may be proposed in the future at local, state and federal levels, both in the United States and elsewhere. Consumers’ increased concerns and changing attitudes about solid waste streams and environmental responsibility and the related publicity could result in the adoption of such legislation or regulations. If these types of requirements are adopted and implemented on a large scale in any of the major markets in which we operate, they could affect our costs or require changes in our distribution model, which could reduce our net operating revenues and profitability.

Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on the marketing or sale of our products as a result of what they contain or allegations that they cause adverse health effects. If these types of requirements become applicable to one or more of our major products under current or future environmental or health laws or regulations, they may inhibit sales of such products.

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For example, under one such law in California, known as Proposition 65, if the state has determined that a substance causes cancer or harms human reproduction, a warning must be provided for any product sold in the state that exposes consumers to that substance, unless the exposure falls under an established safe harbor level. If we were required to add Proposition 65 warnings on the labels of one or more of our beverage products produced for sale in California, the resulting consumer reaction to the warnings and possible adverse publicity could negatively affect our sales both in California and in other markets.

Any potential growth in the cannabis or cannabidiol-related industries continues to be subject to new and changing state and local laws and regulations.

Our future CBD products will be made from Hemp Finished Products. Under 21 U.S.C. § 802(16), the seeds (incapable of germination) and the mature stalks of the Cannabis sativa plant, together with products made from these parts, are known as Hemp Finished Products and are exempted from the definition of cannabis and are legal. Continued development of the cannabis and cannabidiol related industries is dependent upon continued legislative legalization of cannabis and cannabidiol related products at the state level, and a number of factors could slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation for the re-criminalization or restriction of cannabidiol at the state level could negatively impact our business because of the perception that it is related to cannabidiol. Additionally, changes in applicable state and local laws or regulations could restrict the products and services we plan to offer or impose additional compliance costs on us or our customers. Violations of applicable laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. We cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will have a material adverse effect on our business.

We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in the U.S.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which the determination is made.

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

Risks Related to this Offering and Ownership of our Securities

We have not engaged a third-party bank or financial institution to act as escrow agent. Your funds will be deposited directly into our operating account. Since there is no minimum amount required to be raised by us before we can accept funds, there is no guarantee that any funds other than your own will be invested in this offering.

We have not currently engaged a third-party bank or financial institution to act as escrow agent. Your funds will be placed in our general corporate bank account and immediately available for our use. We are not required to raise any minimum amount in this offering before we may utilize the funds received in this offering. Potential investors should be aware that there is no assurance that any monies beside their own will be invested in this offering.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the “Penny Stock Rule.” This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

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For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

This offering is being conducted on a self-underwritten “best efforts” basis without a minimum and we may not be able to execute our growth strategy if the $5 million maximum is not sold.

If you invest in the Common Stock and less than all of the offered shares are sold, the risk of losing your entire investment will be increased. We are offering our Common Stock on a self-underwritten “best efforts” basis without a minimum, and we can give no assurance that all of the offered Common Stock will be sold. If less than $5 million of Common Stock shares offered are sold, we may be unable to fund all the intended uses described in this offering circular from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds. No assurance can be given to you that any funds will be invested in this offering other than your own.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

We may, in the future, issue additional shares of Common Stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our certificate of incorporation authorizes the issuance of 3,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock. As of October 31, 2019, we had 863,112,467 shares of Common Stock outstanding. Accordingly, we may issue up to an additional 2,136,887,533 shares of Common Stock after this offering. The future issuance of Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders. We may value any Common Stock issued in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our Common Stock.

We have broad discretion in the use of the net proceeds from this offering, and our use of the offering proceeds may not yield a favorable return on your investment.

We intend to use the net proceeds of this offering for working capital. However, our management has broad discretion over how these proceeds are to be used and based on unforeseen technical, commercial or regulatory issues could spend the proceeds in ways with which you may not agree. Moreover, the proceeds may not be invested effectively or in a manner that yields a favorable or any return, and consequently, this could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations.

We have never paid cash dividends on our stock and we do not intend to pay dividends for the foreseeable future.

We have paid no cash dividends on any class of our stock to date and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our stock. Accordingly, investors must be prepared to rely on sales of their shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.

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Certain provisions of our certificate of incorporation may make it more difficult for a third party to effect a change-of-control.

Our certificate of incorporation authorizes our board of directors to issue up to 20,000,000 shares of Preferred Stock. The Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any Preferred Stock could diminish the rights of holders of existing shares, and therefore could reduce the value of such shares.

In addition, specific rights granted to future holders of Preferred Stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue Preferred Stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change-in control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our Common Stock.

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DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate Dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares. Dilution may also be caused by pricing securities at a value higher than book value or expenses incurred in this offering.

Purchasers of our shares in this offering will experience an immediate dilution of net tangible book value per share from the public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares and the net tangible book value per share immediately after this offering.

After giving effect to the sale of all of our shares being offered in this offering at an assumed public offering price of $0.0015 per share and after deducting the estimated offering expenses payable by us, our adjusted net tangible book value at October 31, 2019 would have been $4,105,401, or $0.00098 per share, assuming the sale of the maximum number of shares offered for sale in this offering and the conversion of our preferred stock on a one for 100 basis (but not the conversion of any of our outstanding convertible notes). Assuming the sale of the maximum number of shares offered for sale in this offering, this represents an immediate increase in net tangible book value per share of $0.00045 to the existing stockholders and dilution in net tangible book value per share of $0.00052 to new investors who purchase shares in this offering.

The following table sets forth the estimated net tangible book value per share after this offering and the dilution to persons purchasing shares.

Offering price per share	$	0.00150
Net tangible book value per share at October 31, 2019	$	0.00053
Adjusted net tangible book value per share after this offering	$	0.00098
Increase in net tangible book value per share to the existing stockholders	$	0.00045
Dilution in net tangible book value per share to new investors	$	0.00052

The above dilution calculation gives effect to the conversion of our preferred stock, but not to the conversion of our outstanding convertible notes. If our outstanding convertible notes are converted into our Common Stock, you will suffer additional dilution in net tangible book value.

Future Dilution

Another important way of looking at dilution is the dilution that happens due to future actions by our company. The investor’s stake in our company could be diluted due to our issuing additional shares. In other words, when we issue more shares, the percentage of our company that you own will go down, even though the value of our company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as a public offering, an equity crowdfunding round, a venture capital round or an angel investment), employees exercising stock options, or by conversion of certain instruments (such as convertible bonds, preferred shares or warrants) into stock.

If we decide to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if we offer dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when a company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

● In June 2019, an investor invests $20,000 for shares that represent 2% of a company valued at $1 million.

● In December 2019, the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. The investor now owns only 1.3% of the company but the investor’s stake is worth $200,000.

● In June 2020, the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). The investor now owns only 0.89% of the company and the investor’s stake is worth only $26,660.

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This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round,” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that we may issue in the future and the terms of those notes.

If you are making an investment expecting to own a certain percentage of our company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by us. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

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PLAN OF DISTRIBUTION

This offering relates to the sale of 2,000,000,000 shares of Common Stock.

Initially, we do not plan to use underwriters or pay any commissions. We will be selling our shares of Common Stock using our best efforts and no one has agreed to buy any of our shares of Common Stock. This Offering Circular permits our CEO to sell the shares of Common Stock directly to the public, with no commission or other remuneration payable to him for any shares of Common Stock he may sell. Currently, there is no plan or arrangement to enter into any contracts or agreements to sell the shares of Common Stock through a broker or dealer, although this may change in the future. Our CEO will sell the shares of Common Stock, and intends to offer them to friends, family members and business acquaintances.

There is no minimum amount of shares of Common Stock we must sell so no money raised from the sale of our shares of Common Stock will go into escrow, trust or another similar arrangement.

We are offering securities only in the states of Colorado, Delaware and New York. We may decide to offer securities in other states in the future. In the following states we cannot offer or sell our shares of Common Stock unless we register as an issuer dealer: Alabama, Arizona, Florida, Nebraska, Nevada, New Jersey, New York, North Dakota, Texas and Washington. If we wish to offer and sell our shares of Common Stock in these states, we will hire an SEC registered broker-dealer to serve as our placement agent. We may, however, decide to comply with a particular state’s issuer dealer registration requirements if we deem it appropriate to do so. For example, we plan to comply with New York State’s issuer dealer requirements so that we will be able to sell securities in New York.

Initially, the shares of Common Stock are being offered by Mr. Leonard Greene, the company’s Chief Executive Officer and Mr. Greene will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act to sell the shares of Common Stock. No sales commission will be paid for shares of Common Stock sold by Mr. Greene. Mr. Greene is not subject to a statutory disqualification and is not an associated person of a broker or dealer.

Additionally, Mr. Greene primarily performs substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Mr. Greene has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and he has not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act.

This offering will commence on the qualification date of the offering statement of which this offering circular is a part and will terminate on or before the earliest event of the sale of the maximum offering, the termination of the offering by Company management or the passage of one (1) year from the date of the qualification of the offering statement of which this offering circular forms a part.

Under the rules of the SEC, our Common Stock will come within the definition of a “penny stock” because the price of our Common Stock is below $5 per share. As a result, our Common Stock will be subject to the “penny stock” rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the SEC’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

● Make a suitability determination prior to selling penny stock to the purchaser;

● Receive the purchaser’s written consent to the transaction; and

● Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our Common Stock, and may affect the ability to resell our Common Stock.

OTC Market Considerations

Our Common Stock is eligible for quotation on the OTC Pink Market under the symbol “INKW.”

The OTC Pink Market is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Pink Market. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Pink Market.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Pink Market has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in this marketplace is that the issuer be current in its reporting requirements with the SEC or its alternative reporting requirements with OTC Markets Group.

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Investors may have greater difficulty in getting orders filled on the OTC Pink Market. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Pink Market securities. Investors do not have direct access to the marketplace’s service.

For these securities, there only has to be one market maker.

These transactions are conducted almost entirely manually. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because these stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

Blue Sky Law Considerations

The holders of our shares of Common Stock and persons who desire to purchase them in the OTC Pink Market should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, investors should consider any secondary market for the company’s securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a “manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: AL, CA, IL, KY, LA, MT, NH, NY, PA, TN and VA.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

Offering Period and Expiration Date

This offering will start on or after the date that the offering is qualified by the SEC and will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) the date which is one year after this offering has been qualified by the SEC or (3) the date on which this offering is earlier terminated by us in our sole discretion.

Procedures for Subscribing

General

If you decide to subscribe for any Common Stock in this offering, you must:

1. Receive, review, execute and deliver to us a Subscription Agreement; and

2. Deliver a check or wire transfer (in accordance with the instructions contained in the Subscription Agreement) for the amount set forth in the Subscription Agreement.

You must pay for the shares of our Common Stock at the time of your subscription. Subscription agreements may be submitted in paper form, or electronically by email or other means made available to investors by us. All checks should be made payable to Greene Concepts, Inc. Completed subscription agreements should be sent to us at the address set forth in the subscription agreement and payments should be sent to us or wired according to the instructions in the subscription agreement.

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Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such Subscription Documents upon request after a potential investor has had ample opportunity to review this Offering Circular. Further, we will not accept any money until the SEC declares this Offering Circular qualified.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

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

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

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

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

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USE OF PROCEEDS

We estimate that, at a per share price of $0.0015, the net proceeds from the sale of the 2,000,000,000 shares in this offering will be approximately $2,947,000, after deducting the estimated offering expenses of approximately $53,000.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the company. For further discussion, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Plan of Operations.”

		25% of Offering Sold		50% of Offering Sold		75% of Offering Sold		100% of Offering Sold
Offering Proceeds
Shares Sold		500,000,000		1,000,000,000		1,500,000,000		2,000,000,000
Gross Proceeds	$	750,000	$	1,500,000	$	2,250,000	$	3,000,000
Offering Expenses
Legal & Accounting	$	40,000	$	40,000	$	40,000	$	40,000
Publishing/EDGAR	$	1,000	$	1,000	$	1,000	$	1,000
Transfer Agent	$	2,000	$	2,000	$	2,000	$	2,000
Blue Sky Compliance	$	10,000	$	10,000	$	10,000	$	10,000
Total Offering Expenses	$	53,000	$	53,000	$	53,000	$	53,000
Amount of Offering Proceeds Available for Use	$	697,000	$	1,447,000	$	2,197,000	$	2,947,000
						,
Expenditures
Engineering and Prototyping	$	20,000	$	20,000	$	35,000	$	35,000
Marketing	$	200,000	$	300,000	$	500,000	$	750,000
Production and Inventory	$	250,000	$	350,000	$	400,000	$	400,000
Administrative and Corporate Expenses	$	125,000	$	125,000	$	250,000	$	547,000
Professional Fees and Compensation	$	15,000	$	15,000	$	15,000	$	15,000
Working Capital Reserves	$	87,000	$	637,000	$	485,000	$	1,200,000
Total Expenditures	$	697,000	$	1,447,000	$	2,197,000	$	2,947,000

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding to fully implement our business plan. Please see section entitled “Risk Factors” on page 10.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Plan of Operation” for an explanation of how the proceeds of this Offering will be allocated among different expenditure categories identified above given the different phases of our twelve-month plan of operation. The total amount to be spent during the first twelve months under our Plan of Operation includes an $87,000 working capital reserve, as listed above. Our plan of operation assumes that we are able to raise at least $750,000 in gross proceeds in this offering (25% of our maximum aggregate offering amount).

We reserve the right to change the above use of proceeds if management believes it is in the best interests of our company.

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DESCRIPTION OF BUSINESS

Our Company

Our company name is Greene Concepts, Inc. We are headquartered in Marion, North Carolina. We are a New York corporation that was incorporated on August 18, 1952 and previously operated as Tech-OHM Resistor Corporation, Tech-OHM Electronics, Inc., International Citrus Corporation, Princeton Commercial Holdings, Inc., Eurowind Energy, Inc., First Petroleum and Pipeline Inc., and Luke Entertainment, Inc. Since our inception, we have operated different businesses under these different names before changing our name to Greene Concepts, Inc. and engaging in our current business line. Through our wholly-owned subsidiary, Mammoth Ventures Inc., or Mammoth, we are now a bottling and beverage company committed to providing the world with high quality, healthy, and enhanced beverage choices. Our beverage and bottling facility is located in Marion, North Carolina. The facility is a 55,000 square foot bottling and beverage plant that is located within the boundaries of the Pisgah National Forest. The bottling facility has as its water sources a combination of seven (7) spring and artesian wells that are fed from a natural aquifer that is located deep below the Pisgah National Forest. We are focused on producing a variety of beverage product lines including, but not limited to, spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings. Additionally, we expect that Mammoth will act as a third-party producer and bottler of “white label” beverage and water products. White label bottling services are provided for clients that desire to market their own product formulations, brand name and labeling while outsourcing the production and bottling of their products to Mammoth.

Before acquiring Mammoth on February 6, 2019, we operated our legacy business, which was the manufacture and distribution of a line of 25 high quality consumer focused inkjet kits. On April 30, 2019, our board of directors made a determination to wind down our legacy business and to transition into the beverage and bottling business.

On February 6, 2019, we entered into a Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement with BNL Capital LLC, or BNL Capital. Pursuant to the terms of the agreement, BNL Capital agreed to sell 100% of the outstanding shares of Mammoth to us for a purchase price of $1,350,000. Mammoth acquired certain assets of the defunct business formerly referred to as “North Cove Springs Bottling and Beverage,” which includes the Marion, North Carolina bottling facility and related assets. We financed the acquisition through a secured promissory note in the amount of $1,350,000 in favor of BNL Capital. The promissory note was secured by 100% of the outstanding shares of Mammoth that are owned by our company. See “Description of Business – Terms of Acquisition of Mammoth Ventures, Inc.” for a description of the terms of our acquisition of Mammoth.

Upon acquiring Mammoth, we began the process of performing required maintenance to revitalize all the equipment and facility infrastructure in order to relaunch production at the plant. At the time of the acquisition all of the plant equipment was in good condition although the equipment had not operated for several years and it did require a thorough inspection and light maintenance to assure proper operation when the bottling lines are relaunched. At the time of the acquisition, we hired, Kenneth Porter, a 30+ year veteran of the beverage and bottling industry, as plant manager to oversee operations as well as the revitalization and expected relaunch of the facility.

The Food and Drug Administration, or FDA, requires adherence to current good manufacturing practice, or CGMP, regulations for the processing and bottling of bottled drinking water, which includes facility inspection and documentation of corrective measures and reporting requirements, as well as new requirements for hazard assessments and food safety, or HACCP, plans mandated by the Food Safety and Modernization Act, or FSMA. Final preparations for inspection are underway, including building and facility maintenance such as pressure washing, painting, general cleaning, and minor building repairs.

In addition to complete cleaning and maintenance of the 55,000 square foot facility, standard operating policies and procedures must be documented in accordance with federal legislation. This documentation includes conducting and reporting of microbial testing of source water and any finished product, which must be completed prior to initiating filling and packaging of bottles for shipment from our production lines.

In concert with the coordination of the final preparations for inspection and the launching of production, we are presently working with a number of distributors and retailers to presale orders for production once the plant is fully operational. We expect to relaunch the plant during the first quarter of 2020.

Terms of Acquisition of Mammoth Ventures, Inc.

On November 29, 2018 Mammoth was incorporated by BNL Capital, whose principals are Robert Levit and Loren Brown in the State of Florida for the purpose of acquiring the North Carolina Facility from North Cove Springs Bottling and Beverage, Inc. and its owner Chris Mencis, or North Cove. The acquisition of the assets constituting the North Carolina Facility by Mammoth closed on February 5, 2019. For at least six years prior to the acquisition of the assets of the North Carolina Facility, North Cove had no operations whatsoever, had no employees and generated no revenue from any source. The North Carolina Facility was dormant during that entire period. Thereafter, on the next day, February 6, 2019, we acquired all of the issued and outstanding capital stock of Mammoth from BNL Capital. Mammoth had no operations other than the ownership of the assets constituting the North Carolina Facility, which did not operate, from the date of its acquisition of the North Carolina Facility on February 5, 2019 to the date that BNL Capital sold all of the outstanding capital stock of Mammoth to the Company on the next day, February 6, 2019.

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We acquired the North Carolina Facility pursuant to a Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement with BNL Capital. Pursuant to the terms of the agreement, BNL Capital agreed to sell 100% of the outstanding shares of Mammoth to us for a purchase price of $1,350,000. We financed the acquisition through a secured promissory note in the amount of $1,350,000 in favor of BNL Capital. The promissory note was secured by 100% of the outstanding shares of Mammoth that are owned by our company. Payments under the note are due in 60 monthly installments of $5,062.50 each. The first 59 months of the repayment period are interest only. On the 60th month of the repayment period, the entire remaining outstanding principal balance will become due. As an inducement for BNL Capital entering into the agreement, we also issued 2,000,000 shares of Series A Preferred Stock to BNL Capital.

The Company considered the provisions of FASB Accounting Standards Codification Topic 805, Business Combinations, or Topic 805, to determine whether an acquisition of all of the outstanding capital stock of Mammoth should be treated as business combination or an asset acquisition in accordance with GAAP. If the acquisition of Mammoth does not meet the definition of a “business” under Topic 805, the Company accounts for the transaction as an asset acquisition rather than a business combination. On the other hand, if the acquisition of Mammoth meets the definition of a business under Topic 805, the Company applies the acquisition method of accounting for a business combination as provided for in Topic 805. The Company concluded that the acquisition of the capital stock of Mammoth from BNL Capital does not represent the acquisition of a business and that the Company is not required to include financial statements or pro forma financial information for Mammoth/North Cove in accordance with Rule 11-01 of Regulation S-X.

Our Industry

Consumers are consistently switching from carbonated drinks to water and healthy energy drinks. As a result, the beverage market has seen increased demand for enhanced water and other functional drinks. Overall, rapid urbanization, along with widening base of the middle-class population, has increased the demand for a variety of healthy beverages.

This higher demand for water and functional beverages has benefited the packaging industry. Moreover, increasing consumer demand for quality products, made from organic and naturally sourced ingredients, requires science-based formulations of effective products in the beverage industry. These factors have created growth potential for beverage packaging service providers who have the expertise and knowledge required to create successful products in an increasingly discerning market.

Modor Intelligence predicts the global beverage packaging market to grow at a compounded annual growth rate, or CAGR, of 4.17% and reach a value of $142.28 billion by 2023. Currently, North America accounts for the largest market share, poised to reach $28.84 billion by 2023. According to Statistica, revenue in the US bottled water segment alone amounts to US$67.5 billion in 2019 and is expected to grow annually by 5.5% (CAGR 2019-2023).

The International Bottled Water Association (IBWA), and the Beverage Marketing Corporation (BMC), reports bottled water volume grew to 13.2 billion gallons in 2017 to 13.8 gallons in 2018, an almost five percent increase over the previous year (as compared to more than 6% growth in 2017). This growth is fueled in large part by increased numbers of consumers choosing bottled water instead of soda. Carbonated soft drink sales decreased for the thirteenth consecutive year, according to the most recent numbers from BMC. BMC statistics show per capita consumption exceeded 42 gallons of bottled water, a 6.2 percent increase and the average annual intake of carbonated soft drinks has declined to 37.5 gallons. BMC foresees bottled water consumption will climb higher than 50 gallons per capita within just a few years. According to BMC, nearly all Americans (94 percent) believe that bottled water is a healthier choice than soft drinks, and 93 percent say bottled water should be available wherever drinks are sold.

The shift away from sugary drinks is having a dramatic impact on sales of functional beverages. The global functional drinks market size is expected to reach USD 93.68 billion by 2019, according to a new study by Grand View Research, Inc., progressing at a CAGR of 6.1% during the forecast period. Per Grand View Research, the global functional drink market is anticipated to reach $93.68 billion in 2019, at a CAGR of 6.1%. According to the Grand View Report, four players hold 55.2% of this market. Functional beverages include energy drinks and sports drinks, and nutritional drinks. In 2014, energy drinks represented almost 56% of all functional beverage sales. Ibis World reports, over the past five years, the US energy drink production industry has grown by 5.2% to reach revenue of $9 billion in 2018. The energy drinks market is forecast to register a CAGR of 3.6% till 2023, whereas, the sports drinks market will grow at a CAGR of 4.3% during the same period.

In contrast to the energy and sports drink categories, functional drinks with nutraceutical formulations are designed to support consumer desire for establishing healthy lifestyle routines. Often formulated using herbs, botanicals, vitamins and minerals, these beverages are designed to support digestive wellness, reduce stress and improve sleep, as examples. They are often sold as dietary supplements, and subject to additional regulation by the FDA. As a result, they are sold at a higher price point. Netherlands-based Innova Market Insights, in its 2017 “Functional Drinks” reports 30.5 percent of all functional drink launches were vitamin/mineral fortified, while 22.8 percent contained high amounts of protein. Rounding out the Top 5 were energy/alertness (20 percent), digestive/gut health (19 percent), and antioxidants (12.7 percent).

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We believe that the growth in bottled water and other healthy beverages and away from carbonated or sugary beverages will create opportunities for our company. We also believe that recent market trends will continue to grow as federal and state regulation is for hemp derived CBD products is codified. The CBD market now stands at $1.01 trillion with forecasts calling for it to grow to $22 billion by 2022. Many analysts are calling for 20% or more of that growth to occur in the CBD infused beverage space. This trend, plus the opportunity presented by the US private label beverage market, which, according to Technavio, will have revenue of almost USD 140 billion by 2021, are expected by management to fuel growth of our bottling and distribution business for years to come.

Our Products

Our bottling facility is not yet operational, and we have not begun selling any products yet.

We expect that our future products will include:

● Enhanced spring and artesian water;

● Functional beverages and liquid dietary supplements for a variety of market needs, including, but not limited to, pH balanced water, enhanced athletic drinks;

● CBD infused beverages; and

● Beverages that meet the nutritional needs for unique defined populations and health conditions.

We also plan to operate as a third-party producer and bottler of “white label” beverage and water products once our facility is fully licensed and becomes operational.

Our Production

We plan to produce our future products at our 55,000 square foot bottling and beverage plant that is located within the boundaries of the Pisgah National Forest in Marion, North Carolina. The bottling facility has as its water sources a combination of seven (7) spring and artesian wells that are fed from a natural aquifer that is located deep below the Pisgah National Forest. We are focused on producing a variety of beverage product lines including, but not limited to spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings.

Since we will not rely on independent third-party bottlers to manufacture and market our products, we believe we can more effectively manage quality control and consumer appeal while responding quickly to changing market conditions. We expect that we will produce substantially all of the concentrates and essences used in our future branded products. We believe that our ability to control our own formulas in the future will allow us to craft products in a uniform manner with high quality standards while innovating flavors to meet changing consumer preferences.

Our Distribution

Given our particular interest in the natural health, organic and dietary supplement arenas, our primary distribution systems will utilize the fresh, natural and organic wholesale food distributors and representatives. Distribution will be targeted to independent natural food retailers and large box stores through both independent warehouse distribution system and direct-store delivery system. ‘White label’ products will utilize customer shipping and qualified independent shipping companies for direct delivery to the convenience channels. At this time, we do not have plans to distribute through food service industry.

Sales and Marketing

We plan to sell and market our products through an internal sales force as well as networks of brokers.

We will seek to reach consumers directly through digital marketing, digital social marketing, social media engagement and creative content. Our marketing efforts will be focused on increasing our digital presence and capabilities to further enhance the consumer experience across our future brands. We may retain agencies to assist with social media content creative and platform selection for our brands.

Additionally, we expect that we will create brand recognition and loyalty through a combination of regional event participation, special event marketing, endorsements, consumer coupon distribution and product sampling.

More specifically, we expect to use the following techniques to market our product offerings and attract customers:

● Attending Trade and Other Events: We will attend these events in order to create awareness of our brand/ products and develop relationships with potential commercial customers. The potential customers will then be followed up in order to convert them into regular customers for whom we can provide white label services.

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● Signboards and Billboards Marketing

● Printing and Distributing Brochures and Flyers

● Search Engine Optimization (SEO) of our Website: SEO will be employed as it will bring our website at the top positions in natural search queries on widely used search engines like Google and Bing.

● CRM Software: We plan to utilize client relationship management, or CRM, software to offer materials, such as free guides or informative materials, ready to be downloaded in exchange of contact details. The software will then automatically send marketing materials to available contacts in order to convert them into customers.

● Google AdWords: We will start different campaigns including text-based search ads, graphic display ads, and YouTube video ads in order to reach our targeted audience(s) with AdWords.

● Social Media Marketing

● Word of Mouth/ Recommendations

● Referral Marketing: Referrals are one of the most valuable assets for our company. We will add our customers to a special, dedicated group and give them benefits on referring us to others.

Raw Materials

The products that we expect to produce and sell will be packaged in various materials suitable for cold pack beverages, including aluminum, glass, paper and plastic bottles, including recyclable and reusable containers. Ingredients for our functional beverage lines will include minerals, vitamins, herbs and botanicals, as well as flavors and naturally derived sweeteners. Ingredients will be sourced from cGMP compliant companies who are committed to transparency and traceability relating to origin, identify, testing and quality. Certifications for gluten-free, Kosher, Organic and other relevant ingredient criteria will be required on an as-needed basis. The majority of materials and ingredients we will purchase will be presently available from several suppliers. However, our specialized approach to formulation and quality standards may result in reduced availability of some ingredients due to weather, governmental controls or price/supply fluctuations, which would lead to price fluctuations. Therefore, we expect to clearly delineate our supply program qualifications and enroll suppliers in our own supplier program to ensure continued access to the ingredients we seek for production.

Seasonality

We expect that our operating results will not be materially affected by seasonal factors, including fluctuations in costs of raw materials, holiday and seasonal programming and weather conditions. Our products are “functional” beverages chosen by consumers who ascribe to a certain lifestyle, and as such we do not expect our products to be impacted by seasonal factors.

Our Competition and Competitive Strengths

Our products will compete with many varieties of liquid refreshment, including water products, soft drinks, juices, fruit drinks, energy drinks and sports drinks, as well as powdered drinks, coffees, teas, dairy-based drinks, functional beverages and various other nonalcoholic beverages. We will also compete with bottlers and distributors of national, regional and private label products. Several competitors, including those that dominate the beverage industry, such as Nestlé S.A., PepsiCo and The Coca-Cola Company, have greater financial resources than we have and aggressive promotion of their products may adversely affect sales of our brands.

The principal methods of competition in the beverage industry are price and promotional activity, advertising and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations and distribution methods. We believe we will be able to differentiate ourselves in the following ways:

● Formulations of products for specific, targeted audiences who have unique health and exercise requirements

● Infusion of ingredients with scientific research regarding the effectiveness of the products to address specific health and wellness needs.

● Utilization of ingredients sourced from quality companies committed to our quality standards

● Access to research opportunities and outcomes to support our future family of functions beverages

● Regulatory capacity that ensures brands and stores are selling product that meets the standards of states and governments

● Access to industry stakeholders, influencers and high-profile consumers who can provide third-party endorsement of our products.

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Our Growth Strategies

We expect that our first product will be spring water and that we will white label our spring water for third parties. Although we are in negotiations with third parties for the white label of our expected first product (spring water) we have not yet received any purchase orders or entered into any contracts for the sale of this product because our facility is not yet fully licensed. We have completed the licensing of our facility and expect to launch our white label spring water sometime in the first quarter of 2020. Following the launch of our first product, we will be working on the development of other products and expect to launch other products in the second half of 2020.

Intellectual Property

We do not currently own any trademarks but expect that we will trademark our future brands once launched. We intend to maintain all registrations of our future significant trademarks and use our future trademarks in the operation of our businesses.

We also own the URL www.greeneconcepts.com.

Governmental Regulation

The operation of our facility and the production, distribution and sale of our future products in the United States are subject to the Federal Food, Drug and Cosmetic Act; the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health Act; the Lanham Act; various environmental statutes; and various other federal, state and local statutes regulating the production, transportation, sale, safety, advertising, labeling and ingredients of such products. We believe that we are in compliance, in all material respects, with such existing legislation and that prior to the operation of our facility, we will have all required licenses to operate.

During phase three of our plan of operation we will initiate development of nutritionally enhanced beverages. Nutritionally enhanced beverages are beverages that are fortified with vitamins and minerals for greater nutritional value. In addition to enhancing our bottled water with vitamins and minerals, we also plan, subject to compliance with applicable laws, to include CBD in our bottled water. However, we make no claim that that the addition of CBD to our bottled water in and of itself will make our bottled water nutritionally enhanced.

The Food and Drug Administration (FDA) is responsible for the safety of bottled drinking water. The FDA has set Current Good Manufacturing Practices (CGMPs) specifically for bottled water. The FDA requires bottled water producers, like us, to:

● Process, bottle, hold and transport bottled water under sanitary conditions;

● Protect water sources from bacteria, chemicals and other contaminants;

● Use quality control processes to ensure the bacteriological and chemical safety of the water;

● Sample and test both source water and the final product for contaminants.

The FDA monitors and inspects bottled water products and processing plants under its food safety program. When FDA inspects plants, the FDA verifies that the plant’s product water and operational water supply are obtained from an approved source; inspects washing and sanitizing procedures; inspects bottling operations; and determines whether companies analyze their source water and product water for contaminants.

As we begin to incorporate dietary supplements into our water to create nutritionally-enhanced beverages, we will become subject to additional certification and regulatory compliance by the FDA. Compliance efforts relating to dietary supplements to be included in our water are contained in Section 403(r)(6) of the Federal Food, Drug, and Cosmetic Act (the Act) (21 U.S.C. 343(r)(6)). Section 403(r)(6) of the Federal Food, Drug, and Cosmetic Act (the FD&C Act) (21 U.S.C. 343(r)(6)) requires that a manufacturer of a dietary supplement making a nutritional deficiency, structure/function, or general well-being claim have substantiation that the claim is truthful and not misleading. Under section 403(r)(6)(A) of the FD&C Act, such a statement is one that “claims a benefit related to a classical nutrient deficiency disease and discloses the prevalence of such disease in the United States, describes the role of a nutrient or dietary ingredient intended to affect the structure or function in humans, characterizes the documented mechanism by which a nutrient or dietary ingredient acts to maintain such structure or function, or describes general well-being from consumption for a nutrient or dietary ingredient.” We will only need to collect information to substantiate our product’s nutritional deficiency, structure/function, or general well-being claim if we choose to place a claim on our product’s label.

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We expect that it will take us approximately six months to prepare our North Carolina Facility to comply with FDA regulations for CGMPs and to substantiate any claim we make on the label of our products that contain dietary supplements before we can begin to sell any products containing dietary supplements. We expect that compliance costs for required audits and evaluation and substantiation for dietary supplement claims for our bottled water containing dietary supplements will cost about $15,000 per year.

Certain states and localities require a deposit or tax on the sale of certain beverages. These requirements vary by each jurisdiction. Similar legislation has been proposed in certain other states and localities, as well as by Congress. We are unable to predict whether such legislation will be enacted or what impact its enactment would have on our business, financial condition or results of operations.

Our facility is subject to federal, state and local environmental laws and regulations. We do not expect that compliance with these provisions will have any material adverse effect on our financial or competitive position. We believe our future practices and procedures for the control and disposition of toxic or hazardous substances will comply in all material respects with applicable law.

Employees and Contractors

We currently have two employees, Leonard Greene, our CEO, and Kenneth Porter, our plant manager. Mr. Porter is located in North Carolina. Mr. Greene operates out of a home office in Fresno, California, but travels to our facility in North Carolina as needed. In addition, we use independent contractors for management, legal, accounting and administrative support.

Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

DESCRIPTION OF PROPERTY

Currently, our principal executive offices are located at 13195 U.S. Highway 221 N, Marion, North Carolina, 28752, which is where our 55,000 sq. ft. beverage and bottling facility is located.

We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.

We do not currently lease or own any other real property.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this offering circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this offering circular.

Overview

Since our inception we operated different businesses under different names before changing our name to Greene Concepts, Inc. and engaging in our current business. Through our wholly owned subsidiary, Mammoth, we are now a bottling and beverage company committed to providing the world with high quality, healthy, and enhanced beverage choices. Our beverage and bottling facility is located in Marion, North Carolina.

Our beverage and bottling facility is not yet operational and we have not yet sold any products.  We are focused on producing a variety of beverage product lines including, but not limited to, spring and artesian water, cannabinoid, or CBD, infused beverages, pH balanced water and beverage offerings, as well as enhanced athletic drinks in addition to other product offerings. Additionally, Mammoth will act as a third-party producer and bottler of “white label” beverage and water products. White label bottling services are provided for clients that desire to market their own product formulations, brand name and labeling while outsourcing the production and bottling of their products to Mammoth.

Before acquiring Mammoth on February 6, 2019, we operated our legacy business, which was the manufacture and distribution of a line of 25 high quality consumer focused inkjet kits.  On April 30, 2019, our board of directors made a determination to wind down our legacy business and to transition into the beverage and bottling business.  During the same period, Mammoth began the process of performing required maintenance to revitalize all the equipment and facility infrastructure in order to relaunch production at the plant. At the time of the acquisition all of the plant equipment was in good condition although the equipment had not operated for several years and it did require a thorough inspection and light maintenance to assure proper operation when the bottling lines are relaunched. At the time of the acquisition, we hired, Kenneth Porter, a 30+ year veteran of the beverage and bottling industry, as plant manager to oversee operations as well as the revitalization and expected relaunch of the facility.

The Food and Drug Administration, or FDA, requires adherence to current good manufacturing practice, or CGMP, regulations for the processing and bottling of bottled drinking water, which includes facility inspection and documentation of corrective measures and reporting requirements, as well as new requirements for hazard assessments and food safety, or HACCP, plans mandated by the Food Safety and Modernization Act, or FSMA. Final preparations for inspection are underway, including building and facility maintenance such as pressure washing, painting, general cleaning, and minor building repairs.

In addition to complete cleaning and maintenance of the 55,000 square foot facility, standard operating policies and procedures must be documented in accordance with federal legislation. This documentation includes conducting and reporting of microbial testing of source water and any finished product, which must be completed prior to initiating filling and packaging of bottles for shipment from our production lines.

In concert with the coordination of the final preparations for inspection and the launching of production, we are presently working with a number of distributors and retailers to presale orders for production once the plant is fully operational. We expect to relaunch the plant during the first quarter of 2020.

Financial Results

General

Since 2011, we have operated as a consumer direct marketing ink and toner technology distribution company, which markets and sells over 1,000 advanced and exceptional proprietary ink and toner “Do It Yourself” refilling systems and other products or inkjet and toner cartridges. We marketed our products under the name ‘INKWAY USA’ and our business model was consumer direct marketing to ensure long-term growth and stability, sales, and fulfillment for retail products. We also competed in the global market place by marketing and signing distributors in Europe, North America, and Asia. These marketing efforts were coordinated from our prior corporate offices in California.

In February 2019, we acquired Mammoth in support of our new strategic vision to become a bottling and beverage company. See “Description of Business – Terms of Acquisition of Mammoth Ventures Inc.” for a description of the terms of our acquisition of Mammoth. The acquisition transaction was consummated on February 6, 2019.

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On April 30, 2019, the board of directors made a determination to wind down our legacy inkjet business and to transition into the beverage and bottling business.

We expect our financial condition to change as we transition into our new business model. The current operations will be significantly different than the prior legacy business.

Results of Operations

Three-month period ended October 31, 2019 compared to October 31, 2018

The following table sets forth key components of our results of operations during the nine-month period ended April 30, 2019 and 2018.

	Nine Months Ended April 30,						Change
	2019			2018			$			%
Revenues	$	—		$	12,860		$	(12,860	)		(100	)
Cost of revenues		—			5,735			(5,735	)		(100	)
Gross Margin		—			7,785			(7,785	)		(100	)
Operating Expenses		93,725			34,938			58,787			62.72
Net loss	$	(123,559	)	$	(27,273	)	$	96,286			72.93

Revenues. During the three-month period ended October 31, 2019 we generated revenues from our legacy inkjet operations. Our revenues decreased $12,860 or 100% from $12,860 for the period ended October 31, 2018 as compared to $0 for the period ended October 31, 2019. The decrease in revenues is the result of the discontinuation of our legacy business. We do not expect to generate revenues in the near term as we transition from our legacy operations to our new business model.

Cost of revenues. Our cost of revenues includes marketing and advertising expenses. Our cost of revenues decreased by $5,735 or 100%, to $0 for the three-month period ended October 31, 2019 from $5,735 for the three-month period ended October 31, 2018. This decrease was due to the discontinuation of our legacy business.

Gross margin. Our gross margin decreased by $7,785 or 100%, to $0 for the three-month period ended October 31, 2019 from $7,785 for the three-month period ended October 31, 2018. Gross profit as a percentage of revenues (gross margin) was 0% and 61% for the three-month period ended October 31, 2019 and 2018, respectively.

Operating expenses. Total operating expenses during the period ended October 31, 2019 were $93,725 compared to $34,938 for the same period in 2018, which is an increase of $58,787 or 62.72%. The reason for the increase in operating expense between the two periods is the result of the increased administrative expense, professional fees and depreciation and amortization described above.

Net loss. As a result of the cumulative effect of the factors described above, our net loss increased by $96,286 or 77.92%, to $123,559 for the three-month period ended October 31, 2019 from $27,273 for the same period in 2018.

Year ended July 31, 2019 compared to July 31, 2018

The following table sets forth key components of our results of operations during the year ended July 31, 2019 and 20181.

	Year Ended July 31,						Change
	2019			2018			$			%
Revenues	$	79,080		$	50,160		$	28,920			36.57
Cost of revenues		18,130			25,849			(7,719	)		(42.58	)
Gross Margin		60,950			24,311			36,639			60.11
Operating expenses		310,915			120,449			190,466			61.26
Net loss	$	(287,839	)	$	(96,138	)	$	191,701			60.60

Revenues. During the year ended July 31, 2019 we generated revenues from our legacy inkjet operations. Our revenues increased $28,920 or 36.57% from $50,160 for the year ended July 31, 2018 as compared to $79,080 for the year ended July 31, 2019. The increase in revenues is the result of increased marketing driven sales. We do not expect to generate revenues in the near term as we transition from our legacy operations to our new business model.

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Cost of revenues. Our cost of revenues includes marketing and advertising expenses. Our cost of revenues decreased by $7,719 or -42.58%, to $18,130 for the year ended July 31, 2019 from $25,849 for the year ended July 31, 2018. This decrease was mainly due to reduced marketing activities following the acquisition of Mammoth.

Gross margin. Our gross margin increased by $36,639 or 60.11%, to $60,950 for the year ended July 31, 2019 from $24,311 for the year ended July 31, 2018. Gross margin as a percentage of revenues was 77% and 48% for the year ended July 31, 2019 and 2018, respectively.

Operating expenses. Our operating expenses include sales commissions, travel expenses, taxes and similar expenses. Our operating expenses increased by $190,466, or 61.67%, to $310,915 for the year ended July 31, 2019 from $120,449 for the year ended July 31, 2018. Such increase was primarily due to expenses associated with relaunching our bottling facility.

Net loss. As a result of the cumulative effect of the factors described above, our net loss increased by $191,701 or 66.60%, to $287,839 for the year ended July 31, 2019 from $96,138 for the year ended July 31, 2018.

Plan of Operation

Our primary goal for our first year of operation will be commence the operation of our North Carolina bottling facility and begin to generate revenues from the sales of our proposed products. Our plan, assuming that we raise at least $750,000 in gross proceeds (or 25% of our maximum offering amount), follows below. We are highly dependent upon the success of this offering in implementing the following plan.

Phase One (Months 1-3)

Estimated cost: $60,000, allocated as follows: $20,000 – Engineering and Prototyping, $20,000 - Production and Inventory; and $20,000 Administrative and Corporate Expenses.

Immediately, we plan to cause our plant to become operational during the first quarter of 2020. We expect to hire additional personnel to satisfy needs in the following areas: production, marketing and accounting staff. We will begin production of our first brand of bottled water along with launch a modest marketing campaign.

Phase Two (Months 4-6)

Estimated cost: $150,000, allocated as follows: $130,000 - Production and Inventory; and $20,000 Administrative and Corporate Expenses.

Following successful phase one, we will begin production and launch of the company’s first bottled water brand. The company will additionally seek opportunities to produce customer white labeled bottled water for third party customers.

Phase Three (Months 7-9)

Estimated cost: $200,000, allocated as follows:  $100,000 – Production and Inventory; $50,000 Administrative and Corporate Expenses; $45,000 – Marketing; and $5,000 – Professional Fees and Compensation

During phase three, we will initiate development of nutritionally enhanced beverages.  Nutritionally enhanced beverages are beverages that are fortified with vitamins and minerals for greater nutritional value.  In addition to enhancing our bottled water with vitamins and minerals, we also plan, subject to compliance with applicable laws, to include CBD in our bottled water.  However, we make no claim that that the addition of CBD to our bottled water in and of itself will make our bottled water nutritionally enhanced. 

As we begin to incorporate dietary supplements into our water to create nutritionally-enhanced beverages, we will become subject to additional certification and regulatory compliance by the FDA.  We expect that it will take us approximately six months to prepare our North Carolina Facility to comply with FDA regulations for Current Good Manufacturing Practices and to substantiate any claim we make on the label of our products that contain dietary supplements before we can begin to operate.  We expect that compliance costs for required audits and evaluation and substantiation for dietary supplement claims for our bottled water containing dietary supplements will cost about $15,000 per year.  

Phase Four (Month 10-12)

Estimated cost: $200,000 , allocated as follows: $155,000 – Marketing; $35,000 – Administrative and Corporate Expenses; and $10,000 Professional Fees and Compensation. We hope to begin expanding our market penetration and distribution for both bottled water and CBD-infused beverages in this quarter and will concentrate our efforts on promoting the company’s product lines in the markets in which we plan to distribute our products

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We hope to begin expanding our market penetration and distribution for both bottled water and nutritionally enhanced beverages in this quarter and will concentrate our efforts on promoting the company’s product lines in the markets we plan to commence distribution in.

Liquidity and Capital Resources

We are highly dependent on the success of this offering to meet our ongoing working capital needs and to fully execute our business plan. The maximum aggregate amount of this offering will be required to fully implement our business plan. Historically, we have been funded through the sale of our equity and debt securities, including convertible debt. In the event our proposed offering is not successful, we will need to seek to raise capital through alternative sources, such as a private placement of our equity or debt securities. However, we have not identified any potential source of alternative financing. There can be no guarantees that any such financing would become available to us. If we cannot raise additional proceeds via a private placement of our equity or debt securities, or secure a loan, we would be required to cease business operations. As a result, investors would lose all of their investment.

Three-month period ended October 31, 2019 compared to October 31, 2018

Our cash, total current assets, total assets, total current liabilities and total liabilities as of October 31, 2019 and 2018 were as follows:

	October 31, 2019		October 31, 2018
Cash	$	3,249		7,981
Accounts Receivable		—		22,876
Inventory		—		448,161
Total Current Assets		3,249		479,018
Total Assets		3,250.900		680,412
Total Current Liabilities		2,092,449		1,667,957
Total Liabilities		2,092,449		1,667,957
Stockholders’ Equity (Deficit)	$	1,158,401		(987,545	)

Our total current assets decreased by $475,769 when comparing the current assets as of October 31, 2019 to current assets of October 31, 2018 due to the divesture of the legacy business and the elimination of Accounts Receivables and Inventory. Our total liabilities at October 31, 2019 increased $424,492 from the same period in the prior year because of convertible notes issued by the Company to finance its working capital needs.

Year ended July 31, 2019 compared to July 31, 2018

Our cash, total current assets, total assets, total current liabilities and total liabilities as of July 31, 2019 and July 31, 2018 were as follows:

		July 31, 2019			July 31, 2018
Cash	$		94,048	$		10,040
Accounts Receivable			—			27,580
Inventory			—			453,216
Total Current Assets			94,048			490,836
Total Assets			3,344,940			709,012
Total Current Liabilities			1,926,808			1,669,284
Total Liabilities			1,926,808			1,669,284
Stockholders’ Equity (Deficit)	$		1,418,132	$		(960,272	)

Our total current assets decreased by $396,788 when comparing the current assets as of July 31, 2018 to current assets of July 31, 2017, due to the divestiture of our legacy business and the elimination of accounts receivable and inventory. Our total liabilities at July 31, 2019 increased $257,524 as the result of because of convertible notes issued by the Company to finance its working capital needs.

Capital Expenditures and Other Obligations

In conjunction with the purchase of Mammoth, we entered into a long term financing agreement with Mammoth’s prior owner, BNL Capital. This financing facilitated the purchase of Mammoth and its assets. We believe the servicing of this debt will be satisfied through future operations. See “Description of Business – Terms of Acquisition of Mammoth Ventures Inc.” for a description of the terms of our acquisition of Mammoth.

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See “Securities Being Offered – Convertible Notes” for a description of the terms of our outstanding convertible notes.

Off-Balance Sheet Arrangements

As of April 30, 2019, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the accounting policies described in Note 1 to our financial statements – Significant Accounting Policies – describe our critical accounting policies and estimates.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets forth the name and position of each of our current executive officers, director and significant employees.

Name	Position	Age	Term of Office	Approximate hours per week for part-time employees
Leonard Greene	Chief Executive Officer; Director	66	1 Year	20
Kenneth Porter	Plant Manager	58	1 Year	N/A

Leonard Greene, Chief Executive Officer

Lenny M. Greene is the current Chief Executive Officer, President and Director of the Company and has held that position since November 19, 2019. On November 19, 2019 Mr. Greene resumed the role of company CEO and President after having served in both roles from 2003 - 2018. During his previous tenure the company manufactured and distributed high-quality ink technology formulations for wide format, narrow format and industrial printing applications. Mr. Greene laid the groundwork to build the organization to an elevated level of competitiveness and professionalism while taking the company public (OTC: INKW) thereby magnifying expansion opportunities toward near-term growth and long-term value. He brings over thirty years of experience to Greene Concepts with an impressive acumen of negotiating and closing deals with Fortune 500 corporate accounts. Mr. Greene is an expert dealing with corporate executives and purchasing agents. His resume includes spearheading sales and service and repair contracts as CEO for Comservco, a personal computing and Wide Area Network infrastructure business, from $0 to $15 million over a three-year period. Mr. Greene has managed over 200 nationwide company accounts to include: ABC, CBS, Exxon Corporation, New York City (All City Agencies), New York Telephone Company, Western Electric, Citibank and Bank of New York.

Kenneth Porter, Plant Manager

Mr. Porter has 36 years of experience in high speed food and beverage production, managing multiple plants, the maintenance, equipment & processes.  Mr. Porter has worked as a manager for Pepsi Bottling Group, Universal Food & Beverage, Summit Beverage Group and prior to joining Greene Concepts, Ice River Springs, a bottling company with an annual volume of 25 million cases and 125 employees.  

His career began in 1983 working as Production Manager for Coca-Cola Bottling Co Consolidated.  In 1994 he was promoted to Plant Manager for a facility with an annual volume of 20 MM cases, and managed 105 hourly employees and 12 managers. 

Mr. Porter’s skills include PM systems, PLCs, Predictive maintenance, inferred & vibration analysis, Strong people/ coaching skills, Strong problem solving skills, P&L and budgets, Costing of products, Cost analysis, Capital Appropriations, Managed multi-million dollar projects, Removed and installed complete bottling lines, Personally installed over 20 pieces of major bottling, blow molding and support equipment, Master sanitation programs, Warehouse management, inventory control & Union Plants.  He has training/certification in Computers, T.Q.M, S.P.C, T.P.M, Team Building, Self-directed work teams, M.R.P, E.R.P, OSHA & GMP regulations, USDA, FDA, HACCP, SQF, NSF, Six Sigma Black Belt and lean manufacturing champion, Safety Committees and Pepsi CQV process.

Directors are elected until their successors are duly elected and qualified.

Family Relationships

There are no family relationships between any director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past five years:

● been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or

● had any 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 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.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth the annual compensation of each of the three highest paid persons who were executive officers or directors during our last completed fiscal year:

Name	Position	Cash Compensation		Other Compensation*		Total Compensation
Karen Howard	Former Chief Executive Officer; Director	$	12,000	$	27,000	$	39,000
Leonard Greene	Chief Executive Officer, Director	$	36,847	$	0	$	0

*Upon becoming Chief Executive Officer on April 23, 2019, Ms. Howard received 30,000 shares of Preferred Class A Stock.  Those shares are convertible on a 1 to 100 basis into 3,000,000 shares of common stock.  On April 23, 2019, the Company’s common stock closed at a price of $0.009, which results in $27,000 of other compensation.

In connection with reinstating Mr. Greene as Chief Executive Officer of the Company and his agreement to forgive certain outstanding indebtedness owed to him, the Company issued to Mr. Greene a total of 517,000 shares of Preferred Class A Stock, which convert on a 1 to 100 basis for common stock and have 1,000 votes per share.

Employment Agreements

The Company has entered into the following employment agreement that we believe is material to our business:

Leonard Greene

Effective as of November 19, 2019, we entered into an employment offer letter with Mr. Leonard Greene. Pursuant to the terms of the offer letter, Mr. Greene is appointed as the Chief Executive Officer of our company. His duties include the general management of the affairs of our company, together with the powers and duties usually incident to the office of chief executive officer. His monthly compensation is $7,000. He is eligible to participate in the standard benefits plans offered to similarly situated employees of our company. He is also eligible for annual bonuses at the sole discretion of the Board of Directors. The agreement may be terminated at any time by either party with or without cause or advance notice.

Consulting Agreements

We have entered into the following consulting agreements that we believe are material to our business:

Dr. Susan Hewlings

On February 5, 2019, we entered into a contract services agreement with Dr. Susan Hewlings. Pursuant to the terms of the contract, Dr. Hewlings is retained as the Director of Scientific Formulations. Her annual compensation is fifteen thousand five hundred (15,500) shares of our Series A Preferred Stock, issuable within 30 days of signing the agreement.  The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Hewlings’ permanent disability, or if our operations are discontinued.

Karen Howard

Karen Howard served as our Chief Executive Officer January 18, 2019 through November 19, 2019. Upon her resignation as Chief Executive Officer, Ms. Howard was simultaneously appointed as the Chief Innovation Officer of our subsidiary, Mammoth Ventures, Inc., and acts in such capacity as a contractor to the Company. Pursuant to the terms of her consulting agreement, we are required to pay Ms. Howard for her services at the rate of one thousand dollars ($1 ,000) per month. In addition, we issued to Ms. Howard thirty thousand (30,000) shares of our Series A Preferred Stock. In addition, we will reimburse Ms. Howard for any and all necessary, customary, and usual expenses incurred by her while traveling for and on behalf of the Company pursuant to Company's directions. She is responsible for managing the process of innovation and change management at Mammoth. Mammoth has assumed all of our obligations under Ms. Howard’s consulting agreement although we remain liable thereunder as well. The consulting agreement expires on January 31, 2020 but can be renewed on a year to year basis. We may terminate the agreement upon Ms. Howard’s permanent disability, or if our operations are discontinued

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Dr. Douglas Kalman

On February 5, 2019, we entered into a contract services agreement with Dr. Douglas Kalman. Pursuant to the terms of the contract, Dr. Kalman is retained as Scientific Director of our company. His annual compensation is twenty-two thousand five hundred (22,500) shares of Series A Preferred Stock of our company, issuable within 30 days of signing the agreement. The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Kalman’s permanent disability, or if our operations are discontinued.

Dr. Lane R. Phillips

On April 10, 2019, we entered into a contract services agreement with Dr. Lane R. Phillips. Pursuant to the terms of the contract, Dr. Phillips is retained as Medical Director of our company. His annual compensation is ten thousand (10,000) shares of Series A Preferred Stock of our company.  The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Phillips’  permanent disability, or if our operations are discontinued.

Dr. William Rowe

On March 30, 2019, we entered into a contract services agreement with Dr. William Rowe. Pursuant to the terms of the contract, Dr. Rowe is retained as the Advisory Board Director of our company. His annual compensation is thirty five thousand (35,000) shares of Series A Preferred Stock of our company, issuable within 30 days of signing the agreement. The duration of the contract is one year and may be renewed on a year-to-year basis. We may terminate the agreement upon Dr. Rowe’s permanent disability, or if our operations are discontinued.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our voting stock as of October 31, 2019 (i) by each of our officers and directors who beneficially own more than 10% of our voting stock; (ii) by all of our officers and directors as a group; and (iii) by each person who is known by us to beneficially own more than 10% of each class of our voting stock.  Unless otherwise specified, the address of each of the persons set forth below is in care of the company at 13195 U.S. Highway 221 N, Marion, North Carolina, 28752.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership(1)			Percent of Common Stock(2)		Percent of Preferred Class A Stock(3)		Percent of Total Voting Stock(4)
	Common Stock	Preferred Class A Stock
Loren Brown c/o BNL Capital LLC 1356 Bennett Drive Longwood, FL 32750	—	6,000,000	(5)	*		45.73	%	42.91	%
Robert Levit c/o BNL Capital LLC 1356 Bennett Drive Longwood, FL 32750	—	6,000,000	(5)	*		45.73	%	42.91	%
Leonard M. Greene	51,927,302(6)	517,000		6.02	%	3.94	%	4.07	%
All directors and officers as a group	51,927,302	517,000		6.02	%	3.94	%	4.07	%

*Less than 1%.

(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares. For each beneficial owner above, any securities acquirable within 60 days have been included in the denominator in accordance with SEC Rule 13d-3(d)(1).

(2)Based on 863,112,467 shares of our Common Stock outstanding as of October 31, 2019.

(3)Based on 13,119,500 shares of our Preferred Class A Stock outstanding as of the date of this offering circular. Shares of Preferred Class A Stock are convertible into shares of Common Stock on the basis of 1 share of Common Stock for every 100 shares of Preferred Class A Stock. Each share of Preferred Class A Stock is entitled to one thousand (1,000) votes per share on all matters to which they are so entitled to vote.

(4) Percentage of Total Voting Stock represents total ownership with respect to all shares of our Common Stock and Preferred Class A Stock, as a single class and giving effect to the 1,000 for 1 vote of the Preferred Class A Stock.

(5) Loren Brown and Robert Levit are the beneficial owners of BNL Capital, LLC. On February 6, 2019, we issued to BNL Capital, LLC a total of 2 million shares of our Preferred Class A Stock as compensation for services that BNL Capital, LLC rendered to us in connection with our acquisition of Mammoth Ventures, Inc. BNL Capital acquired an additional 10 million shares of Preferred Class A Stock from Leonard Greene pursuant to a private transaction.

(6) The Company issued Mr. Greene 517,000 shares of our Preferred Class A Stock on September 18, 2019, shortly before Mr. Greene was officially reinstated as our Chief Executive Officer, as an inducement to him to be reinstated as our Chief Executive Officer and to forgive certain outstanding indebtedness owed to him.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Except as set forth below, since the beginning of our 2017 fiscal year, we have not entered into any transactions with any related persons in which the amount involved exceeded the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years.

As of July 31, 2018 and July 31, 2017, the Company owed $1,466,845 and $1,045,827, respectively, to Leonard Greene, the Company’s Chief Executive Officer. These loans were forgiven by Leonard Greene on November 19, 2019.  The loan was a noninterest-bearing, unsecured obligation, due upon demand.

On February 8, 2019, we issued to BNL Capital, LLC a total of 2 million shares of our Preferred Class A Stock as compensation for services that BNL Capital, LLC rendered to us in connection with our acquisition of Mammoth Ventures Inc.

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SECURITIES BEING OFFERED

This offering relates to the sale of up to 2,000,000,000 shares of Common Stock of the company.

Our authorized capital stock consists of 3,000,000,000 shares of Common Stock, $0.0001 par value per share, and 20,000,000 shares of Preferred Class A Stock, par value $0.0001. As of October 31, 2019, there are 863,112,467 shares of our Common Stock and 13,119,500 shares of our Preferred Class A Stock issued and outstanding.

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation and bylaws. For more detailed information, please see our certificate of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this offering circular is a part.

Common Stock

As of October 31, 2019, there were 863,112,467 shares of Common Stock issued and outstanding.

Voting Rights. The holders of the Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Under our certificate of incorporation and bylaws, any corporate action to be taken by vote of stockholders other than for election of directors shall be authorized by the affirmative vote of the majority of votes cast. Directors are elected by a plurality of votes. Stockholders do not have cumulative voting rights.

Dividend Rights. Subject to preferences that may be applicable to any then-outstanding holders of our preferred stock, holders of our Common Stock are entitled to receive ratably dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of Preferred Stock.

Other Rights. Holders of Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock.

Preferred Class A Stock

As of October 31, 2019, there were 13,119,500 shares of Preferred Class A Stock outstanding.

Voting Rights. Holders of shares of Preferred Class A Stock vote together with the holders of Common Stock. Each share of Preferred Class A Stock is entitled to one thousand (1,000) votes per share on all matters. Except as provided by law, the holders of shares of Preferred Class A Stock vote together with the holders of shares of Common Stock as a single class.

In addition, so long as any shares of Preferred Class A Stock remains outstanding, in addition to any other vote or consent of stockholders required by our certificate of incorporation, the company will not, without the affirmative vote or consent of the holders of a majority of the outstanding shares of Preferred Class A Stock: (i) effect a sale of all or substantially all of the company’s assets or which results in the holders of the company’s capital stock owning less than fifty percent (50%) of the voting power of the company, (ii) alter or change the rights, preference, or privileges of the Preferred Class A Stock, (iii) increase or decrease the number of authorized shares of Preferred Class A Stock, (iv) authorize the issuance of securities having preference over or on par with the Series A Preferred Stock, (v) effectuate a forward or reverse stock split or dividend of the company’s Common Stock , or (vi) increase the maximum number of directors constituting the board of directors to a number greater than seven (7); with holders of Preferred Class A Stock having the right, but not the obligation, to fill four (4) of such board seats.

Dividend Rights. We are not required to pay dividends at any specific rate on the Preferred Class A Stock; provided, however, that if any dividend is paid on the outstanding Common Stock, the Preferred Class A Stock would participate in such dividend on a pari passu basis with the holders of Common Stock on an as converted to Common Stock basis.

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the company, whether voluntary or involuntary,, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, the holders of shares of Preferred Class A Stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to its stockholders, an amount per share equal to the amount that would be paid to one hundred shares of Common Stock (subject to adjustment), plus any dividends declared but unpaid thereon.

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Conversion Rights. Each share of Preferred Class A Stock is convertible at any time, after one year from the issuance of such share, at the option of the holder into one hundred (100) shares of Common Stock for each share of Preferred Class A Stock, subject to adjustment in the event of any stock splits, stock combinations, recapitalizations and similar transactions.

Other Rights. Holders of Preferred Class A Stock have no preemptive or subscription rights and there are no redemption or sinking fund provisions applicable to our Preferred Class A Stock.

Convertible Notes

The following table provides a summary of our outstanding convertible notes as of October 31, 2019, including date of issuance, outstanding balance, principal amount at issuance, maturity date, conversion terms, name of holder of note and reason or consideration for issuance. We may issue additional convertible notes from time to time.

As of October 31, 2019, we had total obligations of $1,907,973 in principal amount (not including accrued interest) to lenders under our outstanding convertible notes.  Of this amount a total of $100,473 (not including accrued interest or default interest) in principal amount of these notes was past due.  Accordingly, these past due notes are in default and the holders of the past due notes could bring an action against the company for its failure to pay the notes when due.  However, we have obtained the non-binding verbal agreement of the noteholder to forbear against bringing any such action against us for a period expiring at the earliest on April 30, 2020.  In addition, several other convertible notes come due over the next few months.  We similarly expect that holders of these other past due notes will forbear against bringing any action against us for a period expiring at the earliest on April 30, 2020.  No assurance can be given that any holder of our notes will forbear until April 30, 2020 or any other date.  Each such holder has the right to bring an action against us immediately and may be able to bring an action in bankruptcy court against us.  Any such legal action would have a material adverse effect on our financial condition, operations, and future prospects. below for further details.

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder	Reason for Issuance (e.g. Loan, Services, etc.)
07/16/2014	$10,750.14	$15,000.00	$750.14	07/16/2015	Convertible after one-year Conversion at $.00005 per share	Nuemark Group LLC Shaun Diedrich	Loan
10/01/2018	$5,000.00	$5,000.00	$0.00	10/01/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/01/2018	$6,519.45	$6,000.00	$519.45	10/01/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/05/2018	$10,856.99	$10,000.00	$856.99	10/05/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/05,2018	$1,248.55	$1,150.00	$98.55	10/05/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/05/2018	$9,771.29	$9,000.00	$771.29	10/05/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/26/2018	$12,973.15	$12,000.00	$973.15	10/26/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/26/2018	$1,081.10	$1,000.00	$81.10	10/26/2009	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
10/26/2018	$9,970.95	$9,223.00	$747.95	10/26/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan

40

11/15/2018	$10,767.12	$10,000.00	$767.12	11/15/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
12/11/2018	$11,352.75	$10,600.00	$752.75	12/11/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
12/28/2018	$1,604.22	$1,500.00	$104.72	12/28/2019	Convertible after one-year Conversion at $.00005 per share	Bradley Wilson	Loan
12/17/2018	$10,696.99	$10,000.00	$696.99	12/17/2019	Convertible after one-year Conversion at $.00005 per share	CDN Associates Shaun Diedrich	Loan
01/16/2019	$5,315.62	$5,000.00	$315.62	01/16/2020	Convertible after one-year Conversion at $.00005 per share	CDN Associates Shaun Diedrich	Loan
02/06/2019	$1,234,953.35	$1,350,000.00	$15.312.33	02/06/2024	None	BNL Capital LLC	Loan
02/06/2019	$26,463.01	$25,000.00	$1,463.01	02/06/2020	Convertible after one-year Conversion at $.00005 per share	Nuemark Group Shaun Diedrich	Loan
02/08/2019	$15,871.23	$15,000.00	$871.23	02/08/2020	Convertible after one-year Conversion at $.00005 per share	Nuemark Group Shaun Diedrich	Loan
02/22/2019	$15,825.21	$15,000.00	$825.21	02/22/2020	Convertible after one-year Conversion at $.00005 per share	Nuemark Group Shaun Diedrich	Loan
03/06/2019	$2,080.23	$2,000.00	$80.23	03/06/2020	Convertible after one-year Conversion at $.00005 per share	Shaun Diedrich	Loan
3/18/2019	$12,895.56	$12,000.00	$895.56	3/18/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
4/2/2019	$10,696.99	$10,000.00	$696.99	4/2/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
4/11/2019	$16.001.10	$15,000.00	$1,001.10	4/11/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
4/15/2019	$52,271.23	$50,000.00	$3,271.23	4/15/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
04/16/2019	$13,846.25	$13,000.00	$864.26	4/16/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
4/17/2019	$5,323.84	$5,000.00	$323.84	4/17/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
4/30/2019	$90,113.97	$85,000.00	$5,113.97	4/30/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
5/10/2019	$21,144.11	$20,000.00	$1,144.11	5/10/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
5/23/2019	$21,058.63	$20,000.00	$1,058.63	5/23/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan

41

6/5/2019	$20,973.15	$20,000.00	$973.15	6/5/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
6/20/2019	$20,874.52	$20,000.00	$874.52	6/20/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
7/2/2019	$10,397.81	$10,000.00	$397.81	7/02/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
7/15/2019	$10,355.07	$10,000.00	$355.07	7/15/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
7/26/2019	$12,989.63	$12,500.00	$398.63	7/26/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
8/13/2019	$14,363.62	$14,000.00	$363.62	8/13/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
8/29/2019	$16,841.75	$16,500.00	$341.75	8/29/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
9/03/2019	$2,541.67	$2,500.00	$41.67	09/03/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
9/11/2019	$2,541.10	$2,500.00	$41.10	9/11/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
9/26/2019	$2,528.77	$2,500.00	$28.77	9/26/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
9/27/2019	$25,279.45	$25,000.00	$279.45	9/27/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
10/07/2019	$5,039.5	$5,000.00	$39.45	10/07/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
10/11/2019	$5,032.88	$5,000.00	$32.88	10/11/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
10/16/2019	$5,024.66	$5,000.00	$24.66	10/16/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan
10/25/2019	$15,029.59	$15,000.00	$29.59	10/25/2020	Conversion at 50% to market	Bergamo Consulting LLC Craig Coaches	Loan

42

Sean Diedrich, Nuemark Group LLC and CDN Associates Promissory Notes

As of October 31, 2019, we have issued an aggregate of $87,000 in principal amount of convertible promissory notes in favor Sean Diedrich and his affiliates Nuemark Group LLC and CDN Associates. The aggregate outstanding unpaid principal and interest due under the notes is $92,002.43. The notes were issued on the dates indicated above in the table and mature on the dates indicated above in the table. Pursuant to their general terms, the notes mature on the one-year anniversary of issuance. The interest on the unpaid principal balance is 8% per annum. Any outstanding unpaid principal balance following the maturity date will bear interest at a rate of 16% per annum. The note holder has the right to convert all or part of the outstanding and unpaid principal amounts under the notes into shares of Common Stock of the company at a conversion price of $0.00005 per share. The right to conversion is, however, is subject to a blocker provision such that Mr. Diedrich and his affiliates may own no more than 9.99% of the outstanding shares of common stock of the company.

Bradley Wilson Promissory Notes

As of October 31, 2019, we have issued an aggregate of $75,473.00 in principal amount of convertible promissory notes in favor of Bradley Wilson. The aggregate outstanding unpaid principal and interest due under the notes is $81,227.17.  The notes were issued on the dates indicated in the table above.  The general terms of the notes are substantially similar to the notes issued to Mr. Diedrich and his affiliates as described above.

Bergamo Consulting LLC Promissory Notes

As of October 31, 2019, we have issued an aggregate of $480,500 in principal amount of convertible redeemable promissory notes in favor of Bergamo Consulting LLC. The aggregate outstanding unpaid principal and interest due under the notes is $499,091.81. The notes were issued on the dates indicated in the table above and mature on the dates indicated in the table above. Pursuant to their general terms, the notes mature on the one-year anniversary of issuance. The interest on the unpaid principal balance is 12% per annum. Bergamo Consulting LLC has the right to convert all or part of the outstanding and unpaid principal amounts under the notes into shares of Common Stock of the company at a discounted conversion price of 50% of the lowest trading price on the OTC Pink Market in the prior thirty (30) trading days. The right to conversion, is however, limited such that Bergamo Consulting LLC and its affiliates may own no more than 9.99% of a class of voting securities of the company while such note is outstanding.

Transfer Agent and Registrar

The company has engaged Pacific Stock Transfer Company, Inc. as its transfer agent and registrar.  Pacific Stock’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and its telephone number is (800) 785-7782. 

Shares Eligible for Future Sale

After giving effect to the completion of this offering, assuming we sell the maximum, we will have 2,863,112,467 shares of Common Stock outstanding. The 2,000,000,000 shares of Common Stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter.

43

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for us by Bevilacqua PLLC.

INTERESTS OF NAMED EXPERTS AND COUNSEL

We issued to our legal counsel, Bevilacqua PLLC, 1,449,275 shares of our Common Stock as partial consideration for legal services rendered to us on December 16, 2019. 

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the Common Stock offered by this offering circular. This offering circular does not contain all of the information included in the offering statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the Common Stock to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference. Upon the closing of this offering, we will be subject to the informational requirements of Tier 1 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC. 

You can read the offering statement and our future filings with the SEC over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

44

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS
OCTOBER 31, 2019

GREENE CONCEPTS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019 and OCTOBER 31, 2018

(Unaudited)

	Pages
Consolidated Balance Sheets as of October 31, 2019 and October 31, 2018.	F-1
Consolidated Income Statements for the Three Months ended October 31, 2019 and October 31,2018.	F-2
Consolidated Statements Cash Flows for the Three Months ended October 31, 2019 and October 31, 2018.	F-3
Consolidated Statements of Changes in Stockholders’ deficit for the Three Months ended October 31, 2019	F-4
Notes to Consolidated Financial Statements.	F-5 thru F-7

GREENE CONCEPTS, INC.

CONSOLIDATED BALANCE SHEETS

AT OCTOBER 31, 2019 & 2018

(UNAUDITED)

	2019			2018
ASSETS
CURRENT ASSETS
Cash	$	3,249		$	7,981
Accounts Receivable		—			22,876
Inventory		—			448,161
TOTAL CURRENT ASSETS		3,249			479,018
FIXED ASSETS-NET		3,246,001			—
OTHER ASSETS
Start-Up Costs-Net					201,394
Utility Deposit		1,650			—
TOTAL ASSETS		3,250,900			680,412
LIABILITIES
Accounts Payable		37,491			87,330
Accrued Interest Payable		35,200			—
Notes Payable (Note 2)		552,973			113,792
Note Payable shareholder (Note 3)		1,466,835			1,466,835
TOTAL LIABILITIES		2,092,499			1,667,957
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock $.0001 par value 20,000,000 Authorized 13,119,500 issued, & outstanding at October 31, 2019 & 10,000,000 issued, & outstanding at October 31, 2018		1,312			1,000
Common Stock, $.0001 par value 3,000,000,000 Authorized 863,112,467 issued & outstanding at October 31,2019 & 3,000,000,000 Authorized 723,112,467 issued & outstanding at October 31,2018		86,311			72,311
Additional paid-in-capital		3,161,408			645,649
Retained earnings		(2,090,630	)		(1,706,505	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		1,158,401			(987,545	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		3,250,900			680,412

The accompanying notes are an integral part of the financial statements.

F-1

GREENE CONCEPTS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2019 & 2018
(UNAUDITED)

	2019			2018
REVENUES:
Sales	$	—		$	12,860
TOTAL REVENUE		—			12,860
COST OF SALES		—			5,735
GROSS MARGIN		—			7,785
OPERATING EXPENSES:
Administrative expenses		39,634			18,156
Professional Fees		36,850
Depreciation & Amortization		17,241			16,782
Total Operating expenses		93,725			34,938
NET OPERATING INCOME/ (LOSS)		(93,725	)		(27,273	)
OTHER INCOME/(EXPENSE)
Other Income		—
Finance and interest fees		(29,834	)		—
NET INCOME/ (LOSS)	$	(123,559	)	$	(27,273	)
Basic and Diluted Loss per Common Share
	$	(.00014	)		(.00004	)
Weighted Average Number of Common Shares Outstanding		863,112,467			673,112,467

The accompanying notes are an integral part of the financial statements.

F-2

GREENE CONCEPTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2019 & 2018
(UNAUDITED)

	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income / (Loss)		(123,559	)		(27,273	)
Adjustments to reconcile net income to net cash provided By operating activities:
Changes in operating assets and liabilities:
Depreciation and amortization		17,241			16,782
Write off acquisition debt		—			—
(Increase)/decrease in accounts receivable					4,704
Increase/ (decrease) in accounts payable		(2,697	)		(2,119	)
Increase/ (decrease) in accrued interest payable		28,834			—
Increase/(decrease) in inventory		—			5,055
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(80,181	)		(2,851	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Fixed Assets		(14,000	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		(14,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease)/Increase in notes payable		93,500			—
(Decrease)/Increase in Due from Stockholder		(96,882	)		792
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		(3,382	)		792
NET INCREASE (DECREASE) IN CASH		90,799			(2,059	)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		94,048			10,040
CASH AND EQUIVALENTS, END OF PERIOD		3,249			7,981
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The accompanying notes are an integral part of the financial statements.

F-3

GREEN CONCEPTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE TWELVE MONTHS ENDED OCTOBER 31, 2019
(UNAUDITED)

																	TOTAL
	PREFERRED SHARES		VALUE		STOCK SHARES			COMMON VALUE			ADDITIONAL PAID IN CAPITAL			ACCUMULATED EQUITY (DEFICIT)			SHAREHOLDERS  EQUITY (DEFICIT)
BALANCE JULY 31, 2017		10.000.000	$	1,000		1,034,712,401		$	103,471		$	614,489		$	(1,538,094	)	$	(864,134	)
ISSUANCE OF COMMON SHARES FOR CAPITAL						50,000,06			5,000			(5,000	)
CANCELLATION OF SHARES						(465,000,000	)		(46,500	)		46,500
ISSUANCE OF COMMON SHARES FOR CAPITAL						103,400,000			10,340			(10,340	)
NET LOSS JULY 31, 2018														$	(96,138	)		(96,138	)
BALANCE JULY 31, 2018		10,000,000	$	1,000		723,112,467		$	72,311		$	645,649		$	(1,679,232	)	$	(960,272	)
ISSUANCE OF COMMON SHARES FOR CAPITAL						40,000,000			6,000			(6,000	)
ISSUANCE OF PREFERRED SHARES FOR SERVICES				209								(209	)		(550)			(550)
ACQUISITION OF ASSETS AND DEBT ASSUMPTION												2,666,243						2,666,243
NET LOSS JULY 31, 2019														$	(287,289	)		(287,289	)
BALANCE JULY 31, 2019		12,085,500	$	1,209		783,112,467		$	78,311		$	3,305,683		$	(1,967,071	)	$	1,418,132
CONVERSION OF DEBT												(136,172	)					(136,172	)
ISSUANCE OF PREFERRED SHARES FOR SERVICES				103								(103	)
ISSUANCE OF COMMON SHARES FOR CAPITAL						80,000,000			8,000			(8,000	)
NET LOSS OCTOBER 31, 2019															(123,559	)		(123,559	)
BALANCE OCTOBER 31, 2019		12,085,500	$	1,312		863,112,467		$	86,311		$	3,161,408		$	(2,090,630	)	$	1,158,401

The accompanying notes are an integral part of the financial statements.

F-4

GREENE CONCEPTS, INC.

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2019

(UNAUDITED)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION AND OPERATIONS

NOTE A  – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Greene Concepts, Inc. (the Company) is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity of the financial statements.  These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. 

Nature of Operations

Greene Concepts, Inc. is headquartered in the City of Fresno, California and has been in service for fifty-eight years.  The Company manufactured and distributed a line of 25 high quality consumer focused inkjet kits.  The Company has recently divested itself of these operations and have acquired a facility that will be focused on production of a variety of beverage product lines including, but not limited to CBD infused beverages, spring and artesian water, as well as enhanced athletic drinks in addition to other product offerings The Company has prepared these financial statements on the accrual basis of accounting.    

B. BASIS OF ACCOUNTING

The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.  The unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.  The results of operations for the Three months ended October 31, 2019 and 2018 are not necessarily indicative of the results for the full fiscal year ending July 31, 2018.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

D. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.

E. FIXED ASSETS Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in income. In February, 2019 the Company acquired Mammoth Ventures Inc. which included all assets owned by Mammoth including the Marion, North Carolina facility and all bottling equipment and other assets formerly known as the North Cove Springs Bottling and Beverage from BNL Capital LLC 

F. COMPUTATION OF EARNINGS PER SHARE

Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period.

F. INCOME TAXES

In February 1992, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards 109 of “Accounting for Income Taxes.” Under Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

G. REVENUE RECOGNITION

Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.

H. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.

F-5

GREENE CONCEPTS, INC.

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2019

(UNAUDITED)

NOTE 2 –NOTES AND OTHER LOANS PAYABLE

CONVERTIBLE NOTES 

Date	Name	Principal	Interest Rate	Maturity Date
July 16, 2014	The Nuemark Group, LLC	$15,000.00	8.00% APR	July 16, 2015
October 1, 2018	Bradley Wilson	$6,000.00	8.00% APR	October 1, 2019
October 5, 2018	Bradley Wilson	$1,150.00	8.00% APR	October 5, 2019
October 5, 2018	Bradley Wilson	$9,000.00	8.00% APR	October 5, 2019
October 5, 2018	Bradley Wilson	$10,000.00	8.00% APR	October 5, 2019
October 26, 2018	Bradley Wilson	$1,000.00	8.00% APR	October 26, 2019
October 26, 2018	Bradley Wilson	$9,223.00	8.00% APR	October 26, 2019
October 26, 2018	Bradley Wilson	$12,000.00	8.00% APR	October 26, 2019
November 15, 2018	Bradley Wilson	$10,000.00	8.00% APR	November 15, 2019
December 11, 2018	Bradley Wilson	$10,600.00	8.00% APR	December 11, 2019
December 17, 2018	CDN Associates, LLC	$10,000.00	8.00% APR	December 18, 2019
December 18, 2018	Bradley Wilson	$1,500.00	8.00% APR	December 17, 2019
January 16,2019	CDN Associates, LLC	$5,000.00	8.00% APR	January 16, 2020
February 6, 2019	Nuemark Group LLC	$25,000.00	8.00% APR	February 6,2020
February 8, 2019	Nuemark Group LLC	$15,000.00	8.00% APR	February 8,2020
February 22, 2019	Nuemark Group LLC	$15,000.00	8.00% APR	February 22,2020
March 6, 2019	Shaun Diedrich	$2,000.00	8.00% APR	March 6, 2020
March 18, 2019	Bergamo Consulting LLC	$12,000.00	12.00% APR	March 18, 2020
April 2, 2019	Bergamo Consulting LLC	$10,000.00	12.00% APR	April 2, 2020
April 11,2019	Bergamo Consulting LLC	$15,000.00	12.00% APR	April 11,2020
April 15, 2019	Bergamo Consulting LLC	$50,000.00	12.00% APR	April 15,2020
April 16,2019	Bergamo Consulting LLC	$13,000.00	12.00% APR	April 16,2020
April 17, 2019	Bergamo Consulting LLC	$5,000.00	12.00% APR	April 17, 2020
April 30, 2019	Bergamo Consulting LLC	$85,000.00	12.00% APR	April 30, 2020
May 10, 2019	Bergamo Consulting LLC	$20,000.00	12.00% APR	May 10, 2020
May 23, 2019	Bergamo Consulting LLC	$20,000.00	12.00% APR	May 23, 2020
June 5,2019	Bergamo Consulting LLC	$20,000.00	12.00% APR	June 5, 2020
June 20, 2019	Bergamo Consulting LLC	$20,000.00	12.00% APR	June 20, 2020
July 7, 2019	Bergamo Consulting LLC	$10,000.00	12.00% APR	July 7. 2020
July 15,2019	Bergamo Consulting LLC	$10,000.00	12.00% APR	July 15, 2020
July 26, 2019	Bergamo Consulting LLC	$12,500.00	12.00% APR	July 26, 2020
August 13, 2019	Bergamo Consulting LLC	$14,000.00	12.00% APR	August 13,2020
August 19, 2019	Bergamo Consulting LLC	$16,500.00	12.00% APR	August 19,2020
September 3, 2019	Bergamo Consulting LLC	$2,500.00	12.00% APR	September 3.2020
September 11, 2019	Bergamo Consulting LLC	$2,500.00	12.00% APR	September 11.2020
September 26, 2019	Bergamo Consulting LLC	$2,500.00	12.00% APR	September 26.2020
September 27, 2019	Bergamo Consulting LLC	$25,000.00	12.00% APR	September 27.2020
October 7, 2019	Bergamo Consulting LLC	$5,000.00	12.00% APR	October 7, 2020
October 11, 2019	Bergamo Consulting LLC	$5,000.00	12.00% APR	October 11, 2020
October 16, 2019	Bergamo Consulting LLC	$5,000.00	12.00% APR	October 16, 2020
October 25, 2019	Bergamo Consulting LLC	$15,000.00	12.00% APR	October 25, 2020

F-6

NOTE 3 – SHAREHOLDER LOANS

As of October 31, 2019 and October 31, 2018, the Company had a shareholder loan payable to Leonard Greene in the amount of $1,466,835.00. The shareholder loan is a noninterest-bearing, unsecured obligation, due upon demand.

NOTE 4- SUBSEQUENT EVENTS

Subsequent events were evaluated through December 11, 2019 which is the date the financial statements were available to be issued. There were no events that would require additional disclosure at the time of financial statement presentation.

F-7

FINANCIAL STATEMENTS

JULY 31, 2019

GREENE CONCEPTS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2019 and JULY 31, 2018

(Unaudited)

	Pages
Consolidated Balance Sheets as of July 31, 2019 and July 31, 2018.	F-1
Consolidated Income Statements for the Twelve Months ended July 31, 2019 and July 31,2018.	F-2
Consolidated Statements Cash Flows for the Twelve Months ended July 31, 2019 and July 31, 2018.	F-3
Consolidated Statements of Changes in Stockholders’ deficit for the Twelve Months ended July 31, 2019	F-4
Notes to Consolidated Financial Statements.	F-5 thru F-6

GREENE CONCEPTS, INC.
CONSOLIDATED BALANCE SHEETS
AT JULY 31, 2019 & 2018
(UNAUDITED)

	2019			2018
ASSETS
CURRENT ASSETS
Cash	$	94,048		$	10,040
Accounts Receivable		—			27,580
Inventory		—			453,216
TOTAL CURRENT ASSETS		94,048			490,836
FIXED ASSETS-NET		3,249,242			—
OTHER ASSETS
Start-Up Costs-Net					218,766
Utility Deposit		1,650			—
TOTAL ASSETS		3,344,940			709,012
LIABILITIES
Accounts Payable		40,134			89,449
Accrued Interest Payable		12,466			—
Notes Payable (Note 2)		459,973			202,449
Notes Payable Shareholder (Note 3)		1,466,835			1,466,835
TOTAL LIABILITIES		1,926,808			1,669,284
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock $.0001 par value 20,000,000 Authorized 12,085,500 issued, and outstanding at July 31, 2019 and 10,000,000 issued, and outstanding at July 31, 2018		1,209			1,000
Common Stock, $.0001 par value 3,000,000,000 Authorized 783,112,467 issued and outstanding at July 31,2019 and 3,000,000,000 Authorized 723,112,467 issued and outstanding at July 31,2018		78,311			72,311
Additional paid-in-capital		3,305,683			645,649
Retained earnings		(1,967,071	)		(1,679,232	)
TOTAL  STOCKHOLDERS’ EQUITY (DEFICIT)		1,418,132			(960,272	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		3,344,940			709,012

The accompanying notes are an integral part of the financial statements.

F-1

GREENE CONCEPTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JULY 31, 2019 & 2018

(UNAUDITED)

	2019			2018
REVENUES:
Sales	$	79,080		$	50,160
TOTAL REVENUE		79,080			50,160
COST OF SALES		18,130			25,849
GROSS MARGIN		60,950			24,311
OPERATING EXPENSES:
Administrative expenses		118,699			40,402
Professional Fees		124,171			12,918
Depreciation & Amortization		68,045			67,129
Total Operating expenses		310,915			120,449
NET OPERATING INCOME/ (LOSS)		(249,965	)		(96,138	)
OTHER INCOME/(EXPENSE)
Other Income		269
Finance and interest fees		(38,143	)		—
NET INCOME/ (LOSS)	$	(287,839	)	$	(96,138	)
Basic and Diluted Loss per Common Share	$	(.00038	)		(.00013	)
Weighted Average Number of Common Shares Outstanding		783,112,467			723,112,467

The accompanying notes are an integral part of the financial statements.

F-2

GREENE CONCEPTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED JULY 31, 2019 & 2018
(UNAUDITED)

	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income / (Loss)		(287,839	)		(96,138	)
Adjustments to reconcile net income to net cash provided By operating activities:
Changes in operating assets and liabilities:
Depreciation and amortization		68,045			67,129
Write off acquisition debt		218,766			—
(Increase)/decrease in accounts receivable		27,580			(14,700	)
Increase/ (decrease) in accounts payable		(49,315	)		9,458
Increase/ (decrease) in accrued interest payable		12,466
Increase/(decrease) in inventory		(490,836	)		74,141
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(501,133	)		39,890
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Fixed Assets		(1,350,000	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		(1,350,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease)/Increase in notes payable		1,935,141			15,000
(Decrease)/Increase in Due from Stockholder					(52,992	)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		1,935,141			(37,992	)
NET INCREASE (DECREASE) IN CASH		84,008			1,898
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		10,040			8,142
CASH AND EQUIVALENTS, END OF PERIOD		94,048			10,040
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Stock issued to raise capital	$	5,000		$

The accompanying notes are an integral part of the financial statements.

F-3

GREEN CONCEPTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE TWELVE MONTHS ENDED JULY 31, 2019
(UNAUDITED)

	PREFERRED SHARES	VALUE		STOCK SHARES			COMMON VALUE			ADDITIONAL PAID IN CAPITAL			ACCUMULATED EQUITY (DEFICIT)			TOTAL SHAREHOLDERS EQUITY (DEFICIT)
BALANCE JULY 31, 2017	10.000.000	$	1,000		1,034,712,401		$	103,471		$	614,489		$	(1,538,094	)	$	(864,134	)
ISSUANCE OF COMMON SHARES FOR CAPITAL					50,000,066			5,000			(5,000	)
CANCELLATION OF SHARES					(465,000,000	)		(46,500	)		46,500
ISSUANCE OF COMMON SHARES FOR CAPITAL					103,400,000			10,340			(10,340	)
NET LOSS JULY 31, 2018													$	(96,138	)		(96,138	)
BALANCE JULY 31, 2018	10,000,000	$	1,000		723,112,467		$	72,311		$	645,649		$	(1,679,232	)	$	(960,272	)
ISSUANCE OF COMMON SHARE FOR CAPITAL					60,000,000			6,000			(6,000	)		(550	)		(550	)
ISSUANCE OF PREFERRED SHARE FOR SERVICES			209								(209	)
ACQUISITION OF ASSETS AND DEBT ASSUMPTION											2,666,243						2,666,243
NET LOSS JULY 31, 2019													$	(287,289	)		(287,289	)
BALANCE JULY 31, 2019	12,085,500	$	1,209		783,112,467		$	78,311		$	3,305,683		$	(1,967,071	)	$	(1,418,132	)

The accompanying notes are an integral part of the financial statements.

F-4

GREENE CONCEPTS, INC.
NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2019
(UNAUDITED)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION AND OPERATIONS
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Greene Concepts, Inc. (the Company) is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity of the financial statements.  These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. 

Nature of Operations

Greene Concepts, Inc. is headquartered in the City of Fresno, California and has been in service for fifty-eight years.  The Company manufactured and distributed a line of 25 high quality consumer focused inkjet kits.  The Company has recently divested itself of these operations and have acquired a facility that will be focused on production of a variety of beverage product lines including, but not limited to CBD infused beverages, spring and artesian water, as well as enhanced athletic drinks in addition to other product offerings The Company has prepared these financial statements on the accrual basis of accounting.    

B. BASIS OF ACCOUNTING

The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.  The unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.  The results of operations for the Three months ended July 31, 2019 and 2018 are not necessarily indicative of the results for the full fiscal year ending July 31, 2018.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

D. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.

E. FIXED ASSETS Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in income. In February, 2019 the Company acquired Mammoth Ventures Inc. which included all assets owned by Mammoth including the Marion, North Carolina facility and all bottling equipment and other assets formerly known as the North Cove Springs Bottling and Beverage from BNL Capital LLC

F. COMPUTATION OF EARNINGS PER SHARE

Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period.

F. INCOME TAXES

In February 1992, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards 109 of “Accounting for Income Taxes.” Under Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

G. REVENUE RECOGNITION

Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.

H. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.

F-5

GREENE CONCEPTS, INC.
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2019
(UNAUDITED)

NOTE 2  – NOTES AND OTHER LOANS PAYABLE 

CONVERTIBLE NOTES 

Date	Name	Principal	Interest Rate	Maturity Date
July 16, 2014	The Nuemark Group, LLC	$15,000.00	8.00% APR	July 16, 2015
October 1, 2018	Bradley Wilson	$6,000.00	8.00% APR	October 1, 2019
October 5, 2018	Bradley Wilson	$1,150.00	8.00% APR	October 5, 2019
October 5, 2018	Bradley Wilson	$9,000.00	8.00% APR	October 5, 2019
October 5, 2018	Bradley Wilson	$10,000.00	8.00% APR	October 5, 2019
October 26, 2018	Bradley Wilson	$1,000.00	8.00% APR	October 26, 2019
October 26, 2018	Bradley Wilson	$9,223.00	8.00% APR	October 26, 2019
October 26, 2018	Bradley Wilson	$12,000.00	8.00% APR	October 26, 2019
November 15, 2018	Bradley Wilson	$10,000.00	8.00% APR	November 15, 2019
December 11, 2018	Bradley Wilson	$10,600.00	8.00% APR	December 11, 2019
December 17, 2018	CDN Associates, LLC	$10,000.00	8.00% APR	December 18, 2019
December 18, 2018	Bradley Wilson	$1,500.00	8.00% APR	December 17, 2019
January 16,2019	CDN Associates, LLC	$5,000.00	8.00% APR	January 16, 2020
February 6, 2019	Nuemark Group LLC	$25,000.00	8.00% APR	February 6,2020
February 8, 2019	Nuemark Group LLC	$15,000.00	8.00% APR	February 8,2020
February 22, 2019	Nuemark Group LLC	$15,000.00	8.00% APR	February 22,2020
March 6, 2019	Shaun Diedrich	$2,000.00	8.00% APR	March 6, 2020
March 18, 2019	Bergamo Consulting LLC	$12,000.00	8.00% APR	March 18, 2020
April 2, 2019	Bergamo Consulting LLC	$10,000.00	8.00% APR	April 2, 2020
April 11,2019	Bergamo Consulting LLC	$15,000.00	8.00% APR	April 11,2020
April 15, 2019	Bergamo Consulting LLC	$50,000.00	8.00% APR	April 15,2020
April 16,2019	Bergamo Consulting LLC	$13,000.00	8.00% APR	April 16,2020
April 17, 2019	Bergamo Consulting LLC	$5,000.00	8.00% APR	April 17, 2020
April 30, 2019	Bergamo Consulting LLC	$85,000.00	8.00% APR	April 30, 2020
May 10, 2019	Bergamo Consulting LLC	$20,000.00	8.00% APR	May 10, 2020
May 23, 2019	Bergamo Consulting LLC	$20,000.00	8.00% APR	May 23, 2020
June 5,2019	Bergamo Consulting LLC	$20,000.00	8.00% APR	June 5, 2020
June 20, 2019	Bergamo Consulting LLC	$20,000.00	8.00% APR	June 20, 2020
July 7, 2019	Bergamo Consulting LLC	$10,000.00	8.00% APR	July 7. 2020
July 15,2019	Bergamo Consulting LLC	$10,000.00	8.00% APR	July 15, 2020
July 26, 2019	Bergamo Consulting LLC	$12,500.00	8.00% APR	July 26, 2020

NOTE 3 – SHAREHOLDER LOANS

As of July 31, 2019 and July 31, 2018, the Company had a shareholder loan payable to Leonard Greene in the amount of $1,466,835.00. The shareholder loan is a noninterest-bearing, unsecured obligation, due upon demand.

NOTE4- SUBSEQUENT EVENTS

Subsequent events were evaluated through October 30,, 2019, which is the date the financial statements were available to be issued. There were no events that would require additional disclosure at the time of financial statement presentation.

F-6

PART III – EXHIBITS

Exhibit No.	Description
2.1	Restated Certificate of Incorporation of Greene Concepts, Inc., dated April 13, 2011 [Filed as Exhibit 2.1 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
2.2	Certificate of Amendment of the Certificate of Incorporation of Greene Concepts, Inc., dated July 6, 2012 [Filed as Exhibit 2.3 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
2.3	Certificate of Amendment of the Certificate of Incorporation of Greene Concepts, Inc., dated December 19,  2014 [Filed as Exhibit 2.4 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
2.4	Amended and Restated Bylaws of Greene Concepts, Inc. [Filed as Exhibit 2.5 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
3.1	Form of Nuemark Group LLC, Bradley Wilson, and CDN Associates Promissory Notes [Filed as Exhibit 3.1 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
3.2	Form of Bergamo Consulting LLC Promissory Notes [Filed as Exhibit 3.2 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
4.1*	Form of Subscription Agreement
6.1	Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement, dated as of February 6, 2019, by and between Greene Concepts, Inc. and BNL Capital LLC [Filed as Exhibit 6.1 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
6.2	Contract Services Agreement, dated January 18, 2019, by and between Greene Concepts, Inc. and Karen Howard [Filed as Exhibit 6.2 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
6.3	Contract Services Agreement, dated February 5, 2019, by and between Greene Concepts, Inc. and Dr. Susan Hewlings [Filed as Exhibit 6.3 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
6.4	Contract Services Agreement, dated February 5, 2019, by and between Greene Concepts, Inc. and Dr. Douglas Kalman [Filed as Exhibit 6.4 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
6.5	Contract Services Agreement, dated March 30, 2019, by and between Greene Concepts, Inc. and Dr. William Rowe [Filed as Exhibit 6.5 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
6.6	Contract Services Agreement, dated April 12, 2019, by and between Greene Concepts, Inc. and Dr. Lane Phillips [Filed as Exhibit 6.6 to the Company’s Offering Statement on Form 1-A on October 2, 2019]
6.7*	Asset Purchase Contract and Receipt, dated on or about December 24, 2018, by and between Mammoth Ventures Inc. and North Cove Springs Bottling and Beverage, Inc.
6.8*	Employment Offer Letter, dated as of November 19, 2019, by and between Greene Concepts, Inc. and Leonard Greene
6.9*	Loan Forgiveness and Cancellation Agreement, dated as of November 19, 2019, by and between Greene Concepts, Inc. and Leonard Greene
6.10*	Madeline Kaye Redemption Letter, dated  October 25, 2018
6.11*	Keith Kraemer Redemption Letter, dated October 2, 2018
11.1**	Consent of Bevilacqua PLLC (included in Exhibit 12.1)

III-1

Exhibit No.	Description
12.1**	Opinion of Bevilacqua PLLC

* Filed herewith.

** To be filed by amendment.

III-2

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Marion, North Carolina, on January 10,  2020.

GREENE CONCEPTS, INC.
By:	/s/ Leonard Greene
	Leonard Greene
	Chief Executive Officer & Director

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

	TITLE
SIGNATURE	DATE
	Chief Executive Officer and Director (principal executive officer and principal financial and accounting officer)
	January 10, 2020

/s/ Leonard Greene

Leonard Greene

EX1A-4 SUBS AGMT

 GREENE CONCEPTS, INC.

SUBSCRIPTION AGREEMENT

NOTICE TO INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(g). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS

“ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Greene Concepts, Inc., a New York corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

RECITALS

WHEREAS, the Company desires to offer shares of common stock, par value $0.0001 per share (the “Common Stock”) on a “best efforts” basis pursuant to Regulation A of Section 3(b)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Tier 1 offering (the “Offering”), with no minimum requirement and no escrow account, at a purchase price of $0.0015 per share (the “Per Share Purchase Price”), for total gross proceeds of up to $3,000,000 (the “Maximum Offering”); and

WHEREAS, the Investor desires to acquire that number of shares of Common Stock (the “Shares”) as set forth on the signature page hereto at the purchase price set forth herein; and

WHEREAS, the Offering will terminate on the first to occur of: (i) the date on which the Maximum Offering is completed; (ii) the date which is one year from this offering being qualified by the Securities and Exchange Commission (“SEC”); or (iii) the date on which the offering is earlier terminated by the Company in its sole discretion, subject to the Company’s right to undertake one or more closings on a rolling basis (in each case, the “Termination Date”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.       Subscription.

(a)       The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.

(b)       Investor understands that the Shares are being offered pursuant to the Regulation A Offering Circular dated ________________, 2019 and its exhibits (collectively, the “Offering Circular”) as filed with the SEC. By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.

(c)       This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

(d)       The minimum subscription amount is $100 per Investor, unless otherwise agreed upon by the Company.

(e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

2.       Payment & Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Shares by wire transfer to an account designated by the Company in Section 9 below. The Investor acknowledges that, in order to subscribe for Shares, he must fully comply with the purchase procedure requirements set forth in Section 9 below.

3.       Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing: (a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of New York. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business; (b) The issuance, sale and delivery of the Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; (c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by

4.       Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:

(a)       Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All actions on Investor’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b)       Company Offering Circular; Company Information. Investor acknowledges the public availability of the Company’s current Offering Circular which can be viewed on the SEC Edgar Database, under the CIK number 0001585380. This Offering Circular is made available in the Company’s most recent qualified offering statement on SEC Form 1-A, as amended, deemed qualified on __________________, 2019. In the Company’s Offering Circular, it makes clear the terms and conditions of the offering of Shares and the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(c)        Investment Experience; Investor Determination of Suitability. Investor has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Alternatively, the Investor has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Shares, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor could bear a complete loss of Investor’s investment in the Company.

(d)        No Registration. Investor understands that the Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor's representations and warranties, and those of the other purchasers of the Shares in the offering. Investor further understands that the Shares are not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

(e)       Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Shares on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Shares.

(f)       Accredited Investor Status or Investment Limits. Investor represents that either:

(i) that Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Shares Act; or

(ii) that the Purchase Price, together with any other amounts previously used to purchase Shares in this offering, does not exceed Ten Percent (10%) of the greater of Investor’s annual income or net worth (or in the case where Investor is a non-natural person, their revenue or net assets for such Investor's most recently completed fiscal year end).

Investor represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(g)       Stockholder Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

(h)        Valuation; Arbitrary Determination of Per Share Purchase Price by the Company. Investor acknowledges that the Per Share Purchase Price of the Shares to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

(i)        Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided with Investors subscription.

(j)       Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

(k)       Fiduciary Capacity. If Investor is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Investor has been duly authorized and empowered to execute this Agreement and all other subscription documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating the Investor, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

5.       Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

6.       Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Asheville, North Carolina. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Asheville, North Carolina for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the documents included within the Offering Circular), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

7.       Market Stand-Off. If so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any underwritten or Regulation A+ offering of securities of the Company under the Securities Act, the undersigned (including any successor or assign) shall not sell or otherwise transfer any Shares or other securities of the Company during the 30-day period preceding and the 270-day period following the effective date of a registration or offering statement of the Company filed under the Securities Act for such public offering or Regulation A+ offering or underwriting (or such shorter period as may be requested by the Managing Underwriter and agreed to by the Company) (the “Market Standoff Period”). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

8.       Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows, if to the Company, to Greene Concepts, Inc., 13195 U.S. Highway 221 N, Marion, North Carolina, 28752, Attention: Karen Howard, Chief Executive Officer. If to Investor, at Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

9.       Purchase Procedure. The Investor acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company: (a) one (1) executed counterpart of the Signature Page attached to this Subscription Agreement; and (b) payment for the aggregate Purchase Price in the amount set forth on the Signature Page attached to this Agreement, representing payment in full for the Shares desired to be purchased hereunder, via bank wire transfer to the Company’s designated account utilizing the following wire transfer instructions:

Bank Account Name:	Greene Concepts, Inc.
	13195 U.S. Highway 221 N Marion, North Carolina 28752
Bank Account Number:	[_________]
Bank Name & Address:	[_________]
Bank ABA Routing Number:	[__________]
Bank SWIFT Code:	[___________]

10.       Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. This Subscription Agreement supersedes all prior discussions and agreements between the parties, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor on the signature page of this Subscription Agreement. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company via e-mail at info@mammothventuresinc.com. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 10, the term “business day” shall mean any day other than a day on which banking institutions in the State of New York are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

11.       Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, the Investor’s investment in the Company and the Common Stock Shares (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than the Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, the Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, the Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, the Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, the Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, the Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event the Investor’s e-mail address on file is invalid; the Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in the Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, the Investor agrees to each of the following: (i) if the Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (ii) the Investor’s consent to receive tax documents electronically continues for every tax year of the Company until the Investor withdraws its consent by notifying the Company in writing.

INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT, IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON, ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE DOLLAR AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ______ day of _________, 20__.

Number of Shares Subscribed For:
Total Purchase Price:	$
Signature of Investor:
Name of Investor:
Address of Investor:
Electronic Mail Address:	_______________________________________________________________
Investor’s SS# or Tax ID#:

Please designate whether your Shares should be Issued in Book or Certificate:

_________Book                   _________Certificate Issued

ACCEPTED BY: GREENE CONCEPTS, INC.

Signature of Authorized Signatory: __________________________________

Name of Authorized Signatory: Karen Howard, Chief Executive Officer

Date of Acceptance: _________________, 2019

 [Signature Page to Subscription Agreement]

EX1A-7 ACQ AGMT

Exhibit 6.7

ASSET PURCHASE CONTRACT

& RECEIPT

Dated on or about December 24, 2018

and

CLOSING DOCUMENTS

for the sale of the business assets of:

North Cove Springs Bottling and Beverage, Inc. and/or its assigns of the water plant located at 13195 Highway 221N Marion, North Carolina 28752 including the property, building and water rights

Whose post-closing mailing address is:

C/O M.E. Wynn; 40 Sweetpea Lane, Burnsville, NC 28714

and whose business address is:

13195 Highway 221 N, Marion, North Carolina 28752

Closing within 3-business days of notification by State of North Carolina that outstanding monies have been paid in full and Corporation is released from all encumbrances.

PURCHASER:	SELLER:
Mammoth Ventures, Inc.	North Cove Springs Bottling
725 NE 22nd Street	and Beverage, Inc.
Suite 12-C	Mr. Christopher Mencis, President
Miami, Florida 33137	13195 Highway 221N
	Marion, North Carolina 28752
SELLING BROKER:	LISTING BROKER:
None	None

CLOSING ATTORNEY: 

J. Todd Bailey of Bailey and Bailey, Burnsbille, NC 28714 Buyers Attorney

Agent for Seller: NONE

CLOSING AGREEMENTS AND
DOCUMENTS

FOR THE

ASSET PURCHASE CONTRACT

AND RECEIPT

Dated on or about December 24, 2018

by and between

THE PURCHASER:

MAMMOTH VENTURES, INC.

and

THE SELLER:

NORTH COVE SPRINGS BOTTLING AND
BEVERAGE, INC.

 

SIGNING THE CLOSING DOCUMENTS WILL AFFECT YOUR LEGAL RIGHTS.

PLEASE READ THE CLOSING AGREEMENT AND ALL CLOSING DOCUMENTS CAREFULLY. THESE DOCUMENTS CONTAIN A NUMBER OF AGREEMENTS THAT ARE OFTEN WRITTEN AS SEPARATE INSTRUMENTS, INCLUDING, BUT NOT LIMITED TO, A BILL OF SALE, ASSIGNMENTS AND ASSUMPTIONS OF THE PREMISES LEASE/FICTITIOUS NAME/OTHER LIABILITIES, A RESTRICTIVE COVENANT CONCERNING COMPETITION, HOLD HARMLESS AGREEMENTS AND VARIOUS AFFIDAVITS, WARRANTIES AND REPRESENTATIONS.

BOTH PARTIES MUST BRING THEIR OWN DUE DILIGENCE TO THIS TRANSACTION. IF EITHER PARTY HAS ANY QUESTION ABOUT ANY PROVISION IN THE CLOSING AGREEMENT OR ANY OF THE DOCUMENTS, NEGOTIATIONS AND/OR AGREEMENTS RELATED TO AND PROCEEDING THIS TRANSACTION OR ASSOCIATED WITH THIS TRANSACTION, IT WAS AND HAS BEEN THEIR RESPONSIBILITY TO CONSULT THEIR OWN ATTORNEY, ACCOUNTANT, AND TAX ADVISOR BEFORE ENTERING CLOSING THIS TRANSACTION. THE PARTIES HAVE SOUGHT THEIR OWN ATTORNEY, ACCOUNTANT, AND TAX ADVISOR REGARDING ANY PROVISION IN THE CLOSING AGREEMENT OR ANY OF THE DOCUMENTS, NEGOTIATIONS AND/OR AGREEMENTS RELATED TO AND PROCEEDING THIS TRANSACTION OR ASSOCIATED WITH THIS TRANSACTION, OR DECLINED TO DO SO PRIOR TO THIS THIS CLOSING

IF IT IS THE DESIRE OF BOTH PARTIES TO PROCEED AT THIS TIME IT IS UNDERSTOOD AND AGREED BY BOTH PARTIES THAT THE ESCROW/CLOSING ATTORNEY REPRESENT THE TRANSACTION BETWEEN THE PARTIES NOTWITHSTADING THAT THE /ESCROW CLOSING ATTORNEY REPRESENTED ONLY THE PURCHASER REGARDING THE RELATED AGREEMENTS NECESSARY TO CLOSE THIS TRANSACTION.

ACKNOWLEDGED, AGREED AND ACCEPTED,

BY SELLER:   BY: PURCHASER: Lonon Brown PRINT NAME:   PRINT NAME: Chris Mencis

TERMS of the AGREEMENT AND ADDENDUM to the
ASSET PURCHASE CONTRACT AND RECEIPT 

Dated on or about December 24, 2018

TERMS:

1 Mammoth Ventures, Inc. (“Mammoth”) as Purchaser and Mr. Chris Mencis and North Cove Springs Bottling and Beverage, Inc., and/or its assigns, as Seller (‘North Cove”) (collectively as “the Parties”) agree to the purchase and sale of all North Cove’s Assets, including but not limited, to the approximately 60,000 square foot Water Bottling Plant situated on a 4.5 acre parcel located at 13195 Highway 221N Marion, North Carolina 28752, excepting the purchase funds, note, and security agreement from this transaction. Additionally, the Sale shall include the assignment of the 99-year water rights as well as any and all pending or approved contracts for sales, the Building(s), all equipment and personal property located in the Building and on the premises.

2. All repairs to the building and equipment ordered by the buyer pre-closing and post-closing are at the Buyer’s expense.

3. Mr. Mencis agreed to hold the note for the entire purchase amount at an interest rate of 4% with a down payment paid to North Cove and Mr. Mencis of $200,000 at the time of closing paid by Mammoth followed by an additional $75,000 to be paid by Mammoth within 90-days from the date of closing.

4. Buyer and Seller agree that the Seller is holding the note based upon a balance due of $550,000 at an annual interest rate of 4%. Monthly payments, interest only, for a five-year period shall begin on the first day of the month following the closing and each month thereafter with a balloon payment for any balance remaining at the end of five-years (60-months). An example of the monthly payment based upon a balance of $550,000 at 4% shall be $1833.33.The Note shall be secured by a Security Agreement on the personal property and a Purchase Money Deed of Trust on the real property all in a form satisfactory to Seller.

6. Should Mammoth elect to pay off the balance of the principal of the note within 24-months from the date of closing, Mr. Mencis agrees to provide to Mammoth a discount of 10% off of the original contracted sales price.

7. North Cove acknowledges that it owes back taxes to The Department of Revenue for the State of North Carolina in the Total amount of $23,384.52 as reflected in the attached Exhibits dated December 4, 2018. It is acknowledged and agreed by the Parties to the Asset Purchase Contract that this indebtedness must be paid in order for The North Carolina Division of Corporations and the North Cove Springs Bottling and Beverage, Inc. to wind down the Corporation as per the NC Statute.

8. North Cove acknowledges Mammoth’s forthcoming payment of the aforementioned funds to be made directly to the Department on behalf of North Cove as a precondition to the Closing of the Asset Purchase Contract shall be considered a loan to North Cove. North Cove and Chris Mencis acknowledge that the funds to be utilized for this Loan shall be withdrawn from the monies placed in escrow by Mammoth to be delivered to Mr. Mencis at the time of Closing.

9. If the Closing does not occur for any reason Mr. Mencis and North Cove acknowledge and agree that the amount paid by Mammoth on behalf of North Cove and Mr. Mencis to the North Carolina Department of Revenue shall become payable to Mammoth in accordance with the provisions pertaining to the Loan contained this document in addition to the corresponding Promissory Note which together will serve as the terms and the basis for the Loan Agreement between the Parties and to repay the total sum loaned plus interest accruing at 4% per annum, interest only payments payable monthly for a period of 12 months with a balloon payment. A copy of the Promissory Note to be executed by Mr. Mencis, individually and North Cove is attached to this as an exhibit.

10. It is further acknowledged and agreed that in order to secure payment in accordance with the terms of the Promissory Note, Mammoth concurrent with its payment to the North Carolina Department of Revenue will file a UCC-1 financing statement giving notice of interest on all tangible assets, including but not limited to, all bottling and beverage machinery and other personal property, owned by Christopher Mencis and North Cove Springs Bottling and Beverage, Inc. located at its water plant referenced in Paragraph 1 above.

11. It is further agreed and acknowledged by the Parties that in the event the Sale is fully consummated, the total amount of the down payment (the sum of $200,000) as required by the contract towards the purchase price will be reduced by the amount paid to The North Carolina Department of Revenue by Mammoth on behalf of Mr. Mencis and North Cove. It is also understood that this amount may increase by additional amounts that may be required to be paid for other fees or taxes by the Department of Revenue and/or the Department of Corporations for North Cove to wind down its business as per the NC Statute. Correspondingly, the Total Purchase price to be paid to North Cove by Mammoth will be reduced by the amount paid in total on behalf of North Cove. It is understood that Mammoth has placed in escrow $125,000 to be release to Mencis upon the closing of the sale with the remaining $75,000 being paid by Mammoth to Mencis within 90-days of the date of closing.

12. Seller and Buyer mutually agree that the Seller provides no warranties either expressed or implied with respect to the building, equipment or inventory as detailed in the sales agreement.

13. Buyer has received a copy of water rights and easement rights as part of the purchase agreement as listed with the Registrar of Deeds Office of the State of NC.

IN WITNESS WHEREOF, the parties have executed this Addendum on 12-28, 2018.

SELLER:		PURCHASER:
By		By

FEIN: FEIN:

CERTIFICATE OF CORPORATE RESOLUTION for

UNANIMOUS CONSENT ACTION of THE BOARD OF DIRECTORS of

NORTH COVE SPRINGS BOTTLING AND BEVERAGE, INC.

I HEREBY CERTIFY to MAMMOTH VENTURES, INC., a Florida Corporation, that I, Christopher Mencis, am the duly elected and qualified President/Secretary of North Cove Springs Bottling and Beverage, Inc., a North Carolina Corporation, and the keeper of its records and corporate seal, and that this Unanimous Consent Action of the Board of Directors is true and correct and duly adopted by unanimous consent of the Board of Directors in accordance with the Articles of Incorporation and Bylaws of North Cove Springs Bottling and Beverage, Inc.

I FURTHER CERTIFY that the resolutions set forth below are in full force and effect and have not been altered, modified or rescinded.

RESOLVED, that the Board of Directors of North Cove Springs Bottling and Beverage, Inc. , a North Carolina Corporation (the “Corporation”) deem it advisable and recommend that the Shareholders approve the sale of certain tangible and intangible assets of the Corporation including its associated Real Estate to Mammoth Ventures, Inc., a Florida Corporation, (the “Buyer”), upon the terms and subject to the conditions set forth in a certain Asset Purchase Contract and Receipt dated on or about December 24, 2018 by and between the Buyer and the Corporation (the “Contract”), and directs that the Contract be submitted to the Shareholders of the Corporation for adoption and approval, subject to the State of NC acknowledging the wind down of the Corporation as per the NC Statute.

BE IT FURTHER RESOLVED, that upon the approval by the Shareholders of the Contract, Christopher Mencis, as its President of the Corporation, is hereby authorized, directed, and empowered, on behalf of the Corporation to execute and deliver the Contract, and any and all other documents, instruments, agreements and certificates contemplated by the Contract necessary to the proper closing of the Contract.

BE IT FURTHER RESOLVED, that the aforesaid officer is hereby authorized, empowered and directed to execute and deliver all other documents and to take whatever other action is necessary or desirable to carry out the intent of the foregoing.

BE IT FURTHER RESOLVED, that neither the Articles of Incorporation nor Bylaws of the Corporation prohibit the proposed execution of all necessary documents in connection therewith, and that the Corporation ratifies any acts done by Christopher Mencis in connection with the negotiation, execution, delivery or performance of the Contract and declares such acts to be binding upon the Corporation.

IN WITNESS WHEREOF, I have hereunto affixed my name as President / Secretary, and have caused the corporate seal to be hereunto affixed, this 12-28, 2018.

North Cove Springs Beverage and Bottling, Inc..

		Seal
By
	as it President/Secretary

STATE OF

COUNTY OF

The foregoing Certificate of Corporate Resolution was acknowledged before me on December 24, 2018, by _______________, as Secretary of North Cove Springs Beverage and Bottling, Inc.. [_] who is personally known to me or, [_] who has produced a _________ Drivers License as identification.

	Notary Public
Commission No.:
My Commission Expires:

CERTIFICATE OF CORPORATE RESOLUTION for
UNANIMOUS CONSENT ACTION of the SHAREHOLDERS of
NORTH COVE SPRINGS BEVERAGE AND BOTTLING, INC.

I HEREBY CERTIFY to MAMMOTH VENTURES, INC., a Florida Corporation, that I, CHRISTOPHER MENCIS, am the duly elected and qualified President/Secretary of North Cove Springs Beverage and Bottling, Inc., a North Carolina Corporation, and the keeper of its records and corporate seal, and that this Unanimous Consent Action of the Shareholders is true and correct and duly adopted by unanimous consent of the sole shareholder in accordance with the Articles of Incorporation and Bylaws of North Cove Springs Beverage and Bottling, Inc...

WHEREAS, the Directors of North Cove Springs Beverage and Bottling, Inc... (the “Corporation”) desire to sell all, or substantially all, of its assets, (with or without good will) otherwise than in the usual and regular course of business to Mammoth Ventures, Inc., a Florida Corporation, (the “Buyer”), upon the terms and subject to the conditions of a certain Asset Purchase Contract and Receipt dated on or about 12-28, 2018 by and between the Buyer and the Corporation (the “Contract”), subject to the State of NC acknowledging the wind down of the Corporation as per the NC Statute, and

WHEREAS, the Directors of the Corporation have recommended that the shareholders approve the Contract.

RESOLVED, that the Shareholders concur with the recommendation of the Directors and hereby ratifies, adopts and approves the Contract and the transactions contemplated therein in all respects.

IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary, and have caused the corporate seal to be hereunto affixed, this 12/28, 2018.

North Cove Springs Bottling and Beverage, Inc.

		Seal
By
	,as its President/Secretary

STATE OF

COUNTY OF

The foregoing Certificate of Corporate Resolution was acknowledged before me on 12/28, 2018, by Christopher Mencis, as Secretary of North Cove Springs Beverage and Bottling, Inc.., [_] who is personally known to me or, [_] who has produced a Driver’s License as identification.

	, Notary Public
Commission No.:
My Commission Expires:

SELLER’S AFFIDAVIT AND INDEMNITY AGREEMENT

STATE OF

COUNTY OF

BEFORE THE UNDERSIGNED AUTHORITY, personally appeared the affiant, Christopher Mencis, who, after first being duly sworn and cautioned to speak the truth, does hereby depose and state that:

1. I am the President/CEO (the “Company”).

2. I have personal knowledge of all matters recited herein and state that all matters attested to herein are the truth.

3. The Company is the owner of all of the assets being conveyed, identified more fully in Schedule “A” under that certain Asset Purchase Contract and Receipt dated on or about December 24, 2018 (the ‘Assets”).

4. The Assets are free and clear of all liens, taxes, encumbrances, and claims of any and all kind, nature and description, except as follows: [ ] None

4.1 All amounts owed to the North Carolina Department of Revenue described in the Terms of the Agreement and Addendum to the Asset Purchase Contract and Receipt

5. I am familiar with the operation of the business and state that there are no encumbrances, liens, liabilities, claims, debts, unfiled taxes and/or information tax returns, unpaid taxes, unpaid expenses, or unpaid trade creditors, contingent or otherwise, whatsoever against said business or said assets.

6. I have no knowledge of any facts or events which are material to this transaction and that have not been disclosed to the Purchaser, or any knowledge of any facts that may be injurious or detrimental to Purchaser, and I further state that I have complied with all applicable governmental laws, regulations, rules and/or interpretations thereof in the operation of the business and use of the assets, including employment practices and procedures including the filing of tax information returns and payment of all taxes.

4. I make the preceding statements with FULL KNOWLEDGE OF THE CRIMINAL PENALTIES AND CIVIL LIABILITIES FOR KNOWINGLY OR WILLFULLY MAKING OR CAUSING TO BE MADE OR DELIVERED A STATEMENT OF WHICH ANY PORTION IS FALSE, and know that said statements have been relied upon by Purchaser in its decision to purchase the certain tangible and intangible assets of North Cove Springs Beverage and Bottling, Inc.. and its associated Real Estate, Consequently, North Cove Springs Beverage and Bottling, Inc.. and the Affiants, individually, shall indemnify and hold

SELLER’S AFFIDAVIT AND INDEMNITY AGREEMENT, Cont.

MAMMOTH VENTURES, INC. AND its Assigns harmless with respect to any claims, unassumed liabilities, or encumbrances whatsoever, including attorneys’ fees, that now exist or may hereafter arise or be asserted against said assets, that shall have occurred prior to June 22, 2018 including, all sales taxes, withholding taxes and future audit expenses and findings related thereto.

Dated: 12-28, 2018

AFFIANT:

North Cove Springs Beverage and Bottling, Inc.

By
	Christopher Mencis, as President

STATE OF

COUNTY OF)

The foregoing Affidavit and Indemnity Agreement was acknowledged before me on North Cove Springs Beverage and Bottling, Inc., 12/28/18, 2018, by Christopher Mencis, as President of, [_] who is personally known to me or, [ ] who has produced a __________ Drivers License as identification.

	,           Notary
Public
	Commission No.: My Commission Expires:

STATE OF
COUNTY OF

The foregoing Affidavit and Indemnity Agreement was acknowledged before on_________________, 2018, by Christopher Mencis, Individually [_] who is personally known to me or, [_] who has produced a Florida Drivers License as identification.

Notary Public

Commission No.:
My Commission Expires:

SCHEDULE A-1
ASSET ALLOCATION SUMMARY WORKSHEET for
I.R.S. FORM 8594
ASSETS PURCHASED - FAIR MARKET VALUE - I.R.S. CLASSIFICATION

Purchaser and Seller acknowledge that for federal income tax purposes the sale of the assets of the business shall not treated as a sale of a single asset but shall be treated as a sale of separate assets comprising the business. Purchaser and Seller understand that an allocation of the purchase price must be made to each of the various identifiable assets purchased. This allocation determines the amount of gain realized by the Seller and also determines the new basis of the asset for the Purchaser.

The parties acknowledge that this allocation was reached following bona fide, arm’s length negotiations based upon the respective relative values of the assets on the date of transfer.

The parties further acknowledge that they shall be required to complete I.R.S. form 8594 entitled Asset Acquisition Statement under section 1060 of the Internal Revenue Code and attach it to the party’s Federal tax return for the year in which the sale date occurred. Both parties are advised to seek independent professional advice with regard to any tax ramifications that may result from the sale and purchase of said assets.

CLASS APPLICABLE ASSET ACQUISITION		F.M.V
I.	Cash and cash equivalents	$___0___
II	Certificates of deposit, U.S. Government Securities, readily marketable stock or securities, foreign currency	$___0___
III.   Accounts receivable, mortgages, and credit card receivables that arise in the ordinary course of business		$___0___
IV.   Stock in trade of the taxpayer or other property of a kind properly included in the taxpayer’s inventory or property held by the taxpayer primarily for sale to customers		$___0___
V.	All assets not Class I, II, III, IV, or VII	$_____
VI.	All Section 197 intangibles except goodwill and going concern value	$_____
VII.	Goodwill and going concern value	$___0___
TOTAL		$_____

IN WITNESS WHEREOF, the Parties have executed this worksheet on 12/28, 2018.

SELLER:	PURCHASER:
By	By
, as President	, as President
FEIN:_________	FEIN:_________

SCHEDULE A
Of the Closing Agreement
ASSETS PURCHASED

[_X]	See Attached List of Assets	[_]	See Below	[_]	None
	X _/ ____		___/___		___/___
	Seller     Buyer		Seller      Buyer		Seller      Buyer

1.	Real Estate at 13195 US Hwy 22IN, Marion, NC 28752 valued at $50,000
2.	Approximately 4.5 acres of land valued at $200,000
3.	Existing equipment on-site valued at $500,000
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.

IN WITNESS WHEREOF, the Parties have executed this worksheet on 12/28      , 2018.

SELLER:		PURCHASER:
By		By
, as President		, as President
FEIN:_________		FEIN:_________

SCHEDULE B
Of the Closing Agreement
LEASED EQUIPMENT ASSUMED BY PURCHASER

[_]	See Attached		[_]	See Below	[_X]	None
	_____/____			_____/___	_____/_____
	Seller	Buyer	Seller	Buyer	Seller	Buyer

1.__N/A

____2._______

____3._______

____4._______

____5._______

____6._______

IN WITNESS WHEREOF, the Parties have executed this worksheet on 12-28, 2018

SELLER:		PURCHASER:
By		By
, as President		, as President
FEIN:_________		FEIN:_________

SCHEDULE C
Of the Closing Agreement
OTHER LIABILITIES ASSUMED BY PURCHASER

[__]	See Attached	☐	See Below	[X]	None
	______/_____		_____/_____		_____/_____
	Seller Buyer		Seller Buyer		Seller Buyer

I_. N/A

2.

3.

4.

5.

6.

IN WITNESS WHEREOF, the Parties have executed this worksheet on ________, 2018.

Seller:		Purchaser:
By		By
	, as President		, as President

FEIN:  FEIN: 

SCHEDULE D
Of the Closing Agreement
ACCOUNTS RECEIVABLE CONVEYED TO PURCHASER

1. Details of the Accounts Receivable including the name, account number, amount, and aging has been provided buyer at or prior to closing and are enumerated on this sheet or the information is attached hereto.

2. The Accounts Receivable balance of $ 00.00, stated on the Asset Purchase Contract and Receipt dated December 24, 2018, increased or decreased since the date the Contract was executed.

2.1		[_]	Increased Amount: $
2.2		[_]	Decreased Amount: $
2.3	New A/R Balance:       $ ________________

3. How should the adjustment be made?

NA

IN WITNESS WHEREOF, the Parties have executed this worksheet on December 24, 2018.

Seller:		Purchaser:
By		By
	, as President		, as President

FEIN:  FEIN:    

SCHEDULE E
Of the Closing Agreement
TRADE GOODS INVENTORY CONVEYED TO PURCHASER

1. A physical inventory of the goods held for resale [_] was / [X] was not taken by the Buyer and Seller prior to closing.

2. The details of the inventory, including all pertinent information about the inventory, [_] was / [X] was not provided to the Buyer at or prior to closing, and said inventory information is enumerated on this sheet or the information is attached hereto or has been supplied to Buyer.

3. The Inventory balance of $00.00, as stated on the Asset Purchase Contract and Receipt dated December 24, 2018, may increase or decrease since the date of the Contract.

3.1 [_]	Increased	Amount of Increase:	$
3.2 [_]	Decreased	Amount of Decrease:	$

3.3 New Inventory Balance: $

4.       Any adjustment shall be made as follows:

N/A

IN WITNESS WHEREOF, the Parties have executed this worksheet on 12-28, 2018.

SELLER: PURCHASER:

By		By
	,as President		,as President

FEIN:    FEIN:

CLOSING AGREEMENT for the
ASSET PURCHASE CONTRACT AND RECEIPT
Dated on or about December 24, 2018

THIS CLOSING AGREEMENT (hereinafter, the “Agreement”) is entered on December 24, 2018, by and between MAMMOTH VENTURES, INC., a Florida Corporation, whose mailing address is 725 NE 22^nd Street, Suite 12-C, Miami , Florida 33137(the “Purchaser”); and North Cove Springs Bottling and Beverage, Inc., a North Carolina Corporation whose business address is 13195 Highway 221 North, Marion, North Carolina 28752 (the “Seller”) (collectively the “Parties”).

RECITALS

WHEREAS, the Seller desires to sell, and the Purchaser desires to buy, the land, building and equipment and certain tangible and intangible assets of Seller, and

WHEREAS, the Parties have entered into a certain Asset Purchase Contract and Receipt dated on or about December 24, 2018 (the “Contract”) for the sale of the business assets, and

WHEREAS, the Parties had the authority to enter into the Contract and continue to have the authority to execute this Agreement and the Closing Documents and to conclude the transaction described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties, intending to be legally bound, hereto agree as follows:

AGREEMENT

1. PURCHASE AND SALE

Seller agrees to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase, upon the terms and conditions in the Contract, and as hereinafter set forth, certain tangible and intangible assets of Seller including Real Estate (the “Assets”), including, if applicable and without limitation, the following:

1.1	The Asset Allocation Summary	Schedule A-l attached hereto:
1.2	The Assets Purchased as described in:	Schedule A attached hereto;
1.3	The Leased Equipment as described in:	Schedule B attached hereto;
1.4	The Liabilities Assumed as described in:	Schedule C attached hereto;
1.5	The Accounts Receivable as described in:	Schedule D attached hereto;
1.6	The Inventory as described in:	Schedule E attached hereto;
1.7	The Real Estate as described in:	Schedule F attached hereto.

2. PURCHASE PRICE

The negotiated purchase price to be paid by Purchaser for the Assets is SEVEN HUNDRED FIFTY THOUSAND Dollars and 00/100 ($750,000), payable as follows:

2.1 $125,000 Escrow Money Deposit from Purchaser

2.2 $125,000 Cash Due from Purchaser at Closing (Escrow monies) less monies paid by Buyer to NC Dept. of Revenue on behalf of Seller. Approximately $23,384.52

2.3 $ 75,000 Other: Promissory Note amount of $75,000 payable to Seller 90-days from date of closing

2.4 $550,000 TOTAL DUE (financed by Seller at 4% annum)

*SEE ATTACHED TOTAL INCOMING & DISBURSED FUNDS SUMMARY

3. ACCEPTABLE FUNDS AT CLOSING

3.1 All money payable under the Contract shall be paid in lawful money of the U. S.

4. THE CLOSING

4.1 The Closing means the settlement of the obligations of Seller and Purchaser to each other under the Contract, including the payment of the purchase price to Seller as provided in the Contract (or more specifically found in the Disbursement Summary Statement) and attached Letter Agreement referenced in the Addendum as set forth above.

4.2 The shall be held at:

	TBD
at		, 2018 (the “Closing Date”).

5. CLOSING DOCUMENTS

5.1 At the closing Seller shall execute and deliver to Purchaser:

5.1.1 A Bill of Sale (Closing Exhibit 1);

5.1.2 A General Assignment/Assumption Agreement (Closing Exhibit 2);

5.1.3 Copies of resolutions duly adopted by the Members and Shareholders of Seller authorizing the sale of the Assets and the performance by Seller of its obligations hereunder, and

5.1.4 Such other instruments, including but not limited to Conveyance documents relating to the Real Estate, including water rights, situated at 13195 Highway 221N Marion, North Carolina 28752, as may be necessary or proper to transfer to Purchaser all other ownership interests in the Assets to be transferred under this agreement.

5.2 At the closing Purchaser shall execute and deliver to the Seller:

5.2.1 Copies of resolutions duly adopted by the Members and/or Certificate holders of Purchaser authorizing the purchase of the Assets and the performance by Purchaser of its obligations hereunder, and

5.2.2       Such other instruments as may be necessary or proper to transfer to Purchaser all other ownership interests in the Assets to be transferred under this agreement.

6.     CLOSING ADJUSTMENTS/PRORATIONS

The following items shall be apportioned as of midnight of the day preceding the Closing Date: 

Real Property Taxes: $00.00

It is agreed by and between the Parties that: 

6.1  The exact amount of real property taxes applicable to the personal property being conveyed for the current calendar year cannot be determined exactly as of the Closing Date; 
6.2  The real property tax proration reflected in the Closing Statement is based on the assumption that the current calendar year taxes will be the same, or closely similar, to the previous year's tangible personal property tax amount;

6.3  The assumption made on the Closing Statement will probably not reflect the actual amount owing since values, millage rates and property owned change from year to year; 

6.4  If proration has been made between the Parties, Purchaser shall be responsible for payment of the entire Real Property Tax assessment due at the end of the current calendar year. 

6.5  If any adjustments to the taxes due are to be made, the Parties shall adjust the taxes directly between themselves without involving the Transaction Closing Attorney or any Business Broker involved in the transaction. 

6.6  In the event the Closing Statement does not exactly represent the correct proration, neither the Transaction Closing Attorney nor the Business Broker(s) shall be liable, in any way, for any taxes that may be owed by either party. 

6.7  If the current year's tax statement is mailed to the Seller, the Seller agrees to forward the same to the Buyer within ten (10) days upon receipt.

7.     CONDITIONS TO CLOSING 

The obligations of the parties to close hereunder are subject to the following conditions: 

7.1 All of the terms, covenants and conditions to be complied with or performed by the Parties under Contract on or before the closing shall have been complied with or performed in all material respects.

7.2 All representations or warranties of the other parties herein are true in all material respects as of the Closing Date.

7.3 On the Closing Date, there shall be no liens or encumbrances against the Assets.

8.     ASSIGNMENT 

Purchaser shall have the right to assign this Agreement without the prior written consent of Seller.

9.        NOTICES 

All notices, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been properly given if delivered by hand or by registered or certified mail, return receipt requested, with postage paid, to Seller or Purchaser, as the case may be, at their addresses first above written, or at such other addresses as they may designate by notice given hereunder.

10.       SURVIVAL 

The representations, warranties and covenant contained in the Contract and herein shall survive the delivery of the Bill of Sale and shall continue in full force and effect after the closing.

11.       ADDITIONAL POST-CLOSING MATTERS

TBD 

12.       FURTHER ASSURANCES 

13.1.1   Buyer and Seller, their officers and/or fiduciaries shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the Contract and/or this Closing Agreement.

13.1.2 If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of the Contract and/or this Closing Agreement, Buyer and Seller, their officers and/or fiduciaries shall use all commercially reasonable efforts to take, or cause to be taken, all such action.

13.2    IRS FILING REGULATION

IRS regulations require that both Buyer and Seller file IRS from 8594 with the income tax returns for the taxable year in which the purchase occurred.

13.       MERGER

14.1     This Agreement, and the Closing Documents, constitutes the final agreements between the Parties hereto.

14.1     This Agreement and the Closing Documents are the complete and exclusive expression of the Parties' understanding on the matters contained in the Contract, this Agreement and the Closing Documents.

14.2     The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings, 

14.3     In entering into this Agreement, neither Party has relied upon any statement, representation, warranty or agreement of the other Party except for those expressly contained in the Contract, the Closing Agreement and the Closing Documents. 

14.4     There are no conditions precedent to the effectiveness of this Agreement, other than those expressly stated in the Contract.

14.       ENTIRE AGREEMENT

15.1     The Contract, this Agreement, the closing documents including any and all addendums and attachments incorporated hereto contain all of the terms agreed upon between Seller and Purchaser with respect to the subject matter hereof.

15.2     This Agreement and the closing documents have been entered into after full investigation.

15.       CHANGES MUST BE IN WRITING 

16.1       No delay or omission by either Seller or Purchaser in exercising any right shall operate as a waiver of such right or any other right. 

16.2       This Agreement may not be altered, amended, changed, modified, waived or terminated in any respect unless the same shall be in writing signed by the party to be bound. 

16.3       No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

16.       CAPTIONS AND EXHIBITS 

17.1     The captions in this agreement are for convenience only and are not to be considered in construing this agreement. 

17.2     The Closing Documents attached to this agreement are an integral part hereof, and where there is any reference to this Agreement it shall include said Closing Documents.

17.       BINDING EFFECT 

Upon the execution and delivery of this agreement it shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and permitted assigns.

18.       COUNTERPARTS 

18.1     The Parties may execute this Agreement and the Closing Documents in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement.

18.2     The signatures of all of the Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by E Mail or facsimile or other electronic delivery is as effective as executing and delivering this Agreement in the presence of the other Parties to this Agreement.

18.3     This Agreement is effective upon delivery of one executed counterpart from each Party to the other Party or Parties.

18.4     In proving this Agreement, a Party must produce or account only for the executed counterpart of the Party to be charged.

19.       GOVERNING LAW AND FORUM SELECTION 

20.1     CHOICE OF LAW. The laws of the State of FloridaNorth Carol (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement and the Closing Documents, including, without limitation, its validity, interpretation, construction, performance, and enforcement. 

20.2       DESIGNATION OF FORUM. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in the County of OrangeMcDowell, State of  FloridaNorth Carolina

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SELLER:	PURCHASER:
NORTH COVE SPRINGS BEVERAGE AND BOTTLING, INC.	MAMMOTH VENTURES, INC.

By:		By:
CHRISTOPHER MENCIS, as President			Lonon Brown, as President
FEIN: __________________		FEIN: __________________

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS that North Cove Springs Bottling and Beverage Inc., a North Carolina Corporation whose business and mailing address is 13195 Highway 221 North, Marion, North Carolina 28752 (the "Seller") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, paid to it by MAMMOTH VENTURES, INC., a Florida Corporation, whose mailing address is 725 NE 22^nd Street, Suite 12-C Miami, Florida 33137 (the "Purchaser"), hereby sells, conveys and delivers to the Purchaser all of the personal property listed or described in Schedule "A," which is made a part of this Bill of Sale by its reference, and any and all of the following goods and chattels (hereinafter collectively referred to as the "Assets").

• Any and all warranties or guaranties associated with the Assets;

• Any and all inventory or stock in trade of the Business;

• Any and all customer and/or client lists; vendor and/or supplier lists; books and records of the Business, Domain Names, marketing emails, all business phone numbers and all e-mail addresses and Web Sites.

• Any and all confidential and proprietary business information of the Business.

TO HAVE AND TO HOLD the same unto the Purchaser, its successors and assigns forever.

THE SELLER COVENANTS AND WARRANTS TO THE PURCHASER THAT:

• Seller is the lawful owner of all of the Assets.

• All of the Assets are free and clear of all encumbrances except those specified in the closing documents;

• Seller has the right and authority to sell all the Assets, and

• Seller shall defend the sale and title to the Assets in the Purchaser against the claims of all persons.

IN WITNESS WHEREOF, the seller has caused this Bill of Sale to be executed on December 28, 2018. 

Signed in the presence of these witnesses:	SELLER:
	North Cove Springs Bottling and Beverage, Inc.

	By
Print Name		Christopher Mencis, as President
		FEIN:

Print Name

BILL OF SALE, cont.

STATE OF
COUNTY OF

The foregoing Bill of Sale was acknowledged before me on 12-28, 2018, by Christopher Mencis, as President of North Cove Springs Beverage and Bottling, Inc, on behalf of the company [_] who is personally known to me or, [_] who has produced a ____________ Drivers License as identification.

, Notary Public

Commission No.:

My Commission Expires:

STATEMENT REGARDING ASSUMPTION OF LIABILITIES AND
INDEMNIFICATION

WHEREAS, North Cove Springs Bottling and Beverage, Inc. whose business and mailing address is 13195 Highway 221 North, Marion, North Carolina 28752 , (the “Seller”) and Mammoth Ventures, Inc., a Florida Corporation, whose mailing address is 725 NE 22^nd Street, Suite 12C, Miami, Florida 33137 (“Buyer”) have entered into a certain Asset Purchase Contract and Receipt (the “Contract”) dated on or about December 24, 2018, for the purchase of the and certain Real Estate, tangible and intangible assets of North Cove Springs Bottling and Beverage, Inc., and

WHEREAS, the Assignor agrees to assign NO liabilities as stated in Schedules “B” and “C,” as found in the Closing Documents hereto, and

WHEREAS, the Assignee agrees to assume NO liabilities as stated in Schedules “B” and “C,” as found in the Closing Documents hereto, and

WHEREAS, the Assignor hereby indemnifies and holds Assignee harmless against any violations by the Assignor after closing of any assignments.

NOW THEREFORE, Assignee hereby accepts NO assignment of the obligations of Assignor and specifically denies assumption of any and all other obligations and/or duties of the Assignor.

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this STATEMENT.REGARDING ASSUMPTION OF LIABILITIES AND INDEMNIFICATION

SELLER:	PURCHASER:
NORTH COVE SPRINGS BOTTLING AND BEVERAGE INC.	MAMMOTH VENTURES, INC.

By		By
CHRISTOPHER MENCIS, as President			Lonon Brown, as President
FEIN:		FEIN:

SATISFACTION OF CONTINGENCIES

WHEREAS, North Cove Springs Bottling and Beverage, Inc. whose business and mailing address is 13195 Highway 221 North, Marion, North Carolina 28752 , (the "Seller") and Mammoth Ventures, Inc., a Florida Corporation, whose mailing address is 725 NE 22^nd Street, Suite 12C, Miami, Florida 33137 ("Buyer") have entered into a certain Asset Purchase Contract and Receipt (the "Contract") dated on or about December 24, 2018, for the purchase of certain Real Estate, tangible and intangible assets of North Cove Springs Bottling and Beverage, Inc., and

WHEREAS, under the terms of a certain Asset Purchase Contract and Receipt (the "Contract"), dated on or about December 24, 2018, by and between Buyer and Seller, the Parties to the Contract agreed to be legally bound by all of the terms, contingencies and conditions contained therein including any conditions precedent to the full and complete execution of the Contract, and

WHEREAS, the Buyer and Seller executed the Contract subject to any conditions contained therein and are closing the transaction contemplated by the Contract on December 24, 2018.

NOW, THEREFORE, the Buyer and Seller hereby acknowledge and agree that all contingencies and conditions contemplated under the Contract have been materially met to the satisfaction of Buyer and Seller, or have been waived by the Buyer and Seller as of the Closing Date, except for:

Monies payable to NC Department of Revenue of approximately $23,384.52

IN WITNESS WHEREOF, the Parties have executed this Satisfaction of Contingencies on Decemebr 24, 2018.

By		By
CHRISTOPHER MENCIS, as President			Lonon Brown, as President
FEIN:		FEIN:

DISBURSEMENT SUMMARY STATEMENT
APPROVED BY PARTIES, RELEASE OF ESCROWED FUNDS

WHEREAS, North Cove Springs Bottling and Beverage, Inc. whose business and mailing address is 13195 Highway 221 North, Marion, North Carolina 28752 , (the "Seller") and Mammoth Ventures, Inc., a Florida Corporation, whose mailing address is 725 NE 22^nd Street, Suite 12C, Miami, Florida 33137 ("Buyer") have entered into a certain Asset Purchase Contract and Receipt (the "Contract") dated on or about December 24, 2018, for the purchase of the and certain Real Estate, tangible and intangible assets of North Cove Springs Bottling and Beverage, Inc., and

WHEREAS, under the terms of the Contract, Buyer and Seller agreed to be legally bound by all of the terms, contingencies and conditions contained therein including the payment of the purchase price, and

WHEREAS, the Buyer and Seller have fully executed the Closing Agreement and Closing Documents, and have reviewed their individual Disbursement Summary Statements concerning the Purchase Price and all associated cost, expenses, pay-off's, associated therewith, and

WHEREAS, the Buyer hereby orders the Escrow Agent to release any Escrowed Funds held by the Escrow Agent at the time of closing identified as Earnest Money Deposits or Other Deposits according to the Contract.

NOW, THEREFORE, the Buyer and Seller hereby acknowledge and agree that they approve the Disbursement Summary Statements associated with the Contract on this December 24, 2018.

THE DISBURSEMENT SUMMARY STATEMENT IS APPROVED BY:

SELLER:		BUYER:
By		By
CHRISTOPHER MENCIS, as President			Lonon Brown, as President
FEIN:		FEIN:

PERSONAL AND CONFIDENTIAL

BUYER:	SELLER:
MAMMOTH VENTURES, INC.	NORTH COVE SPRINGS BOTTLING AND BEVERAGE, INC.

RE:      Closing Agreement and Closing Documents associated with the closing of: 

NORTH COVE SPRINGS BOTTLING AND BEVERAGE, INC. and MAMMOTH VENTURES, INC.

Tentative Closing Date: within 3-business days of NC Dept. of Revenue issuing receipt of all outstanding monies owed by North Cove and the wind down as per NC Statute.

Attached is a preliminary draft of the Closing Agreement and Closing Documents associated with the Asset Purchase Contract and Receipt executed by the parties.

Please review all of the documents for errors, misspellings, blank areas or missing information. If you discover any errors or missing information, please see that I am furnished with this information immediately.

If you have any questions or comments about any of the documentation, please let me know.

Sincerely,

EX1A-15 ADD EXHB

Exhibit 6.8

GREENE CONCEPTS, INC.
13195 U.S. Highway 221 N
Marion, North Carolina 28752
(844) 889-2837

November 19, 2019

BY Electronic Mail

Leonard Greene

lenny@greeneconcepts.com

Re: Employment Terms

Dear Mr. Greene:

Greene Concepts, Inc. (the “Company”) is pleased to offer you the position of Chief Executive Officer, President and sole Director, on the following terms.

You will be responsible for general management of the affairs of the Company, together with the powers and duties usually incident to the office of the Chief Executive Officer, and will report to Board of Directors of the Company (the “Board”). You will work virtually at whatever location suits you but will travel to the Company’s executive office or otherwise travel on behalf of the Company for Company business as reasonably necessary. The Company may change your position, duties, and work location from time to time in its discretion.

Your salary will be $7,000 per month, less payroll deductions and withholdings, paid each month or otherwise on the Company’s normal payroll schedule, as it may be modified from time to time. Any accrued, but unpaid salary shall be deemed a loan payable owed to you by the Company and shall bear interest at a simple rate of 5% per annum. As additional consideration for your employment and for your agreement to enter into that certain Loan Forgiveness and Cancellation Agreement, by and between you and the Company, dated as of the date hereof, you hereby acknowledge that on September 18, 2019, the Company issued you 517,000 shares of Preferred Class A Stock of the Company.

You will be expected to work a total of at least 20 hours per week. You will also be entitled to the following benefits:

● The board of directors of the Company may pay to you a bonus in its sole discretion in either cash or equity of the Company based upon your performance and the performance of the Company during the year; and

● You will be entitled to three weeks of paid vacation per year.

During your employment, you will be eligible to participate in the standard benefits plans offered to similarly situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies. A full description of these benefits is available upon request. The Company may change compensation and benefits from time to time in its discretion.

Page 2

As a Company employee, you will be expected to abide by Company rules and policies. As a condition of employment, you must sign and comply with the attached Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.

Normal business hours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. You will be expected to work additional hours as required by the nature of your work assignments.

You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and by an officer of the Company.

This offer is contingent upon a reference check and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

This letter, together with your Employee Confidential Information and Inventions Assignment Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company.

Please sign and date this letter, and the enclosed Employee Confidential Information and Inventions Assignment Agreement and return them to me, if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to start immediately.

Page 3

We look forward to your favorable reply and to a productive and enjoyable work relationship.

Sincerely,

Leonard Greene Chief Executive Officer
Understood and Accepted:
	January 8, 2020
Leonard Greene	Date

Attachment: Employee Confidential Information and Inventions Assignment Agreement

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

In consideration of my employment or continued employment by GREENE CONCEPTS, INC., a New York corporation (“Company”), and the compensation paid to me now and during my employment with the Company, I agree to the terms of this Agreement as follows:

1. Confidential Information Protections.

1.1Nondisclosure; Recognition of Company’s Rights. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with my work for Company, or as expressly authorized by the Board of Directors of Company. I will obtain the Board of Directors’ written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at Company and/or incorporates any Confidential Information. I hereby assign to Company any rights I may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

1.2Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information related to Company’s business or its actual or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, services, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of Company’s employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions, negotiations, or agreements between Company and any third party.

1.3Third Party Information. I understand that Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During and after the term of my employment, I will hold Third Party Information in strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.

1.4No Improper Use of Information of Prior Employers and Others. I represent that my employment by Company does not and will not breach any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by me prior to my employment by Company. I further represent that I have not entered into, and will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. During my employment by Company, I will not improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will I bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer or third party. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by Company.

2. Inventions

2.1Definitions. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country. The term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.

2.2Prior Inventions. I have disclosed on Exhibit A a complete list of all Inventions that (a) I have, or I have caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company; (b) in which I have an ownership interest or which I have a license to use; (c) and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in Exhibit A or if I have not completed Exhibit A, I warrant that there are no Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined below) without Company’s prior written consent. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non- exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.

2.3Assignment of Company Inventions. Inventions assigned to the Company or to a third party as directed by the Company pursuant to the subsection titled Government or Third Party are referred to in this Agreement as “Company Inventions.” Subject to the subsection titled Government or Third Party and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section 2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in- interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).

2.4Obligation to Keep Company Informed. During the period of my employment and for one (1) year after my employment ends, I will promptly and fully disclose to Company in writing (a) all Inventions authored, conceived, or reduced to practice by me, either alone or with others, including any that might be covered under California Labor Code section 2870, and (b) all patent applications filed by me or in which I am named as an inventor or co-inventor.

2.5Government or Third Party. I agree that, as directed by the Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

2.6Enforcement of Intellectual Property Rights and Assistance. During and after the period of my employment and at Company’s request and expense, I will assist Company in every proper way, including consenting to and joining in any action, to obtain and enforce United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

2.7Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except as expressly authorized by the Company or in strict compliance with the Company’s policies regarding the use of such software.

3.Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by the Company) of all Inventions made by me during the period of my employment by the Company, which records shall be available to, and remain the sole property of, the Company at all times.

4.Additional Activities. I agree that during the term of my employment by Company, I will not (a) without Company’s express written consent, engage in any employment or business activity that is competitive with, or would otherwise conflict with my employment by, Company; and (b) for the period of my employment by Company and for one (1) year thereafter, I will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Company to terminate his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity.

5.Return of Company Property. Upon termination of my employment or upon Company’s request at any other time, I will deliver to Company all of Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide the Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company is subject to inspection by Company’s personnel at any time with or without notice. Prior to the termination of my employment or promptly after termination of my employment, I will cooperate with Company in attending an exit interview and certify in writing that I have complied with the requirements of this section.

6.            Notification of New Employer. If I leave the employ of Company, I consent to the notification of my new employer of my rights and obligations under this Agreement, by Company providing a copy of this Agreement or otherwise.

7. General Provisions.

7.1Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent to personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

7.2Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

7.3Survival. This Agreement shall survive the termination of my employment and the assignment of this Agreement by Company to any successor or other assignee and shall be binding upon my heirs and legal representatives.

7.4Employment. I agree and understand that nothing in this Agreement shall give me any right to continued employment by Company, and it will not interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause and with or without advance notice.

7.5Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally- recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of the change to the other party.

7.6Injunctive Relief. I acknowledge that, because my services are personal and unique and because I will have access to the Confidential Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

7.7Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.

7.8Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

7.9Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

7.10Entire Agreement. If no other agreement governs nondisclosure and assignment of inventions during any period in which I was previously employed or am in the future employed by Company as an independent contractor, the obligations pursuant to sections of this Agreement titled Confidential Information Protections and Inventions shall apply. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and the Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the first day of my employment with Company. 

COMPANY:
Greene Concepts, Inc..
By:
	Name: Leonard M. Greene
	Title: Chief Executive Officer

Address:	13195 U.S. Highway 221 N Marion, North Carolina
EMPLOYEE:
I Have Read, Understand, and Accept This Agreement and Have Been Given The Opportunity to Review it with Independent Legal Counsel.
	(Signature)
	Leonard M. Greene
	Name (Please Print)
	October 2, 2019
	Date
Address:	1865 Herndon Ave, Suite K358
	Clovis, CA 93611

EXHIBIT A

INVENTIONS

1.             Prior Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 2.2 of the attached Employee Confidential Information and Inventions Assignment Agreement):

☐ None

☐ See immediately below:

EX1A-15 ADD EXHB

Exhibit 6.9 

LOAN FORGIVENESS AND CANCELLATION AGREEMENT 

THIS LOAN FORGIVENESS AND CANCELLATION AGREEMENT (this “Agreement”), is entered into effective as of November 19, 2019, by and between GREENE CONCEPTS, INC., a New York corporation (the “Company”) and LEONARD GREENE, an individual (“Creditor”). 

RECITALS

A.            From time to time, the Creditor has provided financing to the Company through non-interest bearing, unsecured loans of cash that were undocumented, but accrued on the financial statements of the Company and payable upon demand. As of the date hereof, the Company owes the Creditor indebtedness in the aggregate amount of $1,466,835 (collectively, the “Debt”); 

B.             The Company desires to reduce its debt load in order to improve its balance sheet and to enhance its ability to secure additional financing and Creditor understands that it is in the Company’s best interests for the Company to obtain such additional financing. 

C.             Creditor desires to sell 10 million shares of the Company’s Preferred Class A Stock to BNL Capital LLC (“BNL Capital”), an entity owned by Loren Brown and Robert Levit, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”). 

D.             As an inducement for BNL Capital entering into the Stock Purchase Agreement, the Creditor has agreed to forgive the Debt. 

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby covenant and agree as follows: 

1.             Cancellation of the Debt. Subject to the terms and conditions of this Agreement, all of the Debt shall be cancelled immediately as of the date hereof.

2.             Representations and Warranties of Creditor. The Creditor represents and warrants to the Company that, as of the date hereof: 

(a).         Qualification, Authorization and Enforcement. This Agreement has been duly executed by the Creditor, and when delivered by the Creditor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Creditor, enforceable against him in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. 

(b).         No Conflict. The execution, delivery, and performance of this Agreement do not and will not: (i) conflict with or violate any law or governmental order applicable to the Creditor; or (ii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time or both would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of the assets or properties of the Creditor pursuant to, any contract to which the Creditor is a party or by which any of such assets or properties is bound or affected. 

(c).         Governmental Consents and Approvals. The execution, delivery, and performance of this Agreement by the Creditor do not and will not require any consent, approval, authorization, or other order of, action by, filing with, or notification to, any governmental authority.

3.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Creditor that, as of the date hereof:

(a).         Qualification, Authorization and Enforcement. The Company is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. 

(b).         No Conflicts. The execution, delivery and performance of this Agreement by the Company do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents as in effect on the date hereof, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.

4.             Amounts Repaid in Full. For and in consideration of BNL Capital entering into the Stock Purchase Agreement with the Creditor, the Debt shall be deemed to be repaid in full, and the Company shall have no further obligations in connection with the Debt. 

5.             Release by the Creditor. As inducement for BNL Capital to enter into the Stock Purchase Agreement, the Creditor hereby releases and discharges the Company, the Company’s subsidiaries, Company’s and each of its subsidiaries’ officers, directors, principals, control persons, past and present employees, insurers, successors, and assigns (“Company Parties”) from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against Company Parties such Creditor ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this release relating to the Debt. The Creditor represents and warrants that no other person or entity has any interest in the matters released herein, and that it has not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion of the matters released herein.

6.             Fees, Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

7.              General Provisions.

(a).         Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of North Carolina located in the City of Asheville, North Carolina for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

(b).         Notices. All notices or other communications required or permitted by this Agreement shall be writing and shall be deemed to have been duly received: 

i.          if given by facsimile or electronic version, when transmitted and the appropriate telephonic or electronic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission;

ii.          if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails; and 

iii.        if given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any such party to the other party pursuant to notice given by such party in accordance with the provisions of this Section. 

(d).         Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained. 

(e).         Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. 

(f).          No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except for BNK Capital, who is an intended third party beneficiary of this Agreement. 

(g).         Modification and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Creditor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. 

(h).         Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement. 

(i).          Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. 

(j).          Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

(k).         Survival. The representations, warranties, agreements and covenants contained herein shall survive until the second anniversary of the date hereof. 

(l).          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. A facsimile or PDF copy of this Agreement shall be deemed an original. 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written. 

	CREDITOR:
	Name: Leonard Greene
	COMPANY:
	GREENE CONCEPTS, INC.
By:
	Name: Leonard Greene
	Title: CEO & President

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EX1A-6 MAT CTRCT

Exhibit 6.10

October 25, 2019

I, Madeline Kaye, for the sum of $1,000, sell my 225,000,000 shares of Greene Concepts Inc common stock back to Greene Concepts Inc.

I have included the stock certificate as well as a stock power so that the shares may be returned to Pacific Stock Transfer.

Sincerely,

 

Madeline Kaye

October 27, 2018

MADELINE KAYE
260 BIG ROCK RUN
SOMERSET, KY 42501

PACIFIC STOCK TRANSFER
6725 VIA AUSTI PKWY
SUITE 300
LAS VEGAS, NV 89119

To Whom It May Concern:

This letter is to detail the mutual intentions of Madeline Kaye (the “Shareholder”) and Greene Concepts Incorporated (the “Issuer”) to retire and return to the Issuer’s treasury 225,000,000 (Two Hundred Twenty-Five Million) shares of Common Stock issued as follows: 225,000,000 (CS3 14073) issued as of 05/18/16 (the “Shares”).

The Shareholder is the sole holder of record of the Shares, and is the beneficial owner of the Shares, free and clear of all Liens, and there exists no restriction on the transfer of the Shares to the Company. Upon execution hereof, Stockholder shall deliver to the Company at good and marketable title to the Shares free and clear of all Liens.

Let this letter serve as authorization to Pacific Stock Transfer Co. (the “Transfer Agent”), upon execution hereof, the Shareholder shall deliver to the Transfer Agent the certificates representing the Shares (unless the shares are held exclusively in book-entry) for cancellation, duty executed for cancellation and accompanied by stock powers duty executed.

Sincerely,

 

Madeline Kaye

IMPORTANT–PLEASE READ CAREFULLY

This signature(s) to this Power must correspond with the name(s) as written upon the fate of the certificate(s) in every particular without alteration or enlargement or any change whatever.

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer to:

Greene Concepts, Inc.

225,000,000 shares of Common stock of Greene Concepts, Inc.

Represented by certificate No.CSI-14073

Inclusive, standing in the name of the undersigned on the books of said company.

The undersigned does (do) hereby irrevocably constitute and appoint:

Pacific Stock Transfer

attorney to transfer the said stock on the books of said company, with full power of substitution in the premises.

Dated: 10/27/2018

Madeline Kaye

 

(Person(s) Executing This Power Sign(s) Here)

IMPORTANT-PLEASE READ CAREFULLY

This signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) in every particular without alteration or enlargement or any change whatever.

EX1A-6 MAT CTRCT

Exhibit 6.11

October 2, 2018

I, Keith Kraemer, for the sum of $2,000, sell my 225,000,000 shares of Greene Concepts Inc common stock back to Greene Concepts Inc.

I have included the stock certificate as well as a stock power so that the shares may be returned to Pacific Stock Transfer.

Sincerely,

Keith Kraemer

October 4, 2018

KEITH KRAEMER
3114 WILLOW AVE
APT #2
CLOVIS, CA 93612

PACIFIC STOCK TRANSFER
6725 VIA AUSTI PKWY
SUITE 300
LAS VEGAS, NV 89119

To Whom It May Concern:

This letter is to detail the mutual intentions of Keith Kraemer (the “Shareholder”) and Greene Concepts Incorporated (the “Issuer”) to retire and return to the Issuer's treasury 240,000,000 (Two Hundred Forty Million) shares of Common Stock issued in two separate entries as follows: 15,000,000 (CS3- 13441) issued as of 10/14/15, and 225,000,000 (CS3- 14071) issued as of 05/18/16 (together the “Shares”).

The Shareholder is the sole holder of record of the Shares, and is the beneficial owner of the Shares, free and clear of all Liens, and there exists no restriction on the transfer of the Shares to the Company. Upon execution hereof, Stockholder shall deliver to the Company at good and marketable title to the Shares free and clear of all Liens.

Let this letter serve as authorization to Pacific Stock Transfer Co. (the “Transfer Agent”), upon execution hereof, the Shareholder shall deliver to the Transfer Agent the certificates representing the Shares (unless the shares are held exclusively in book-entry) for cancellation, duly executed for cancellation and accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the transfer agent may require).

Sincerely,

 

Keith Kraemer

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer to:

Greene Concepts Inc.

240,000,000 shares of the Common stock of Greene Concepts Inc.

Represented by certificate(s) No(s). CS3-1344 + CS3 14071

Inclusive, standing in the name of the undersigned on the books of said company.

The undersigned does (do) hereby irrevocably constitute and appoint:

Pacific Stock Transfer

attorney to transfer the said stock on the books of said company, with full power of substitution in the premises.

Dated:	10-5-2018
(Person(s) Executing This Power Sign(s) Here)

IMPORTANT–PLEASE READ CAREFULLY

This signature(s) to this Power mast correspond with the name(s) as written upon the face of the certificate(s) in every particular without alteration or enlargement or any change whatever.