S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

METASOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

7373

(Primary Standard Industrial Classification Code Number)

47-2548273

(I.R.S. Employer Identification Number)

34 Randall Avenue, Suite 100, Lynbrook, NY 11563, (516) 887-2353

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

The Corporate Place, Inc., 601 E. Charleston Street, Suite 100, Las Vegas, NV, 89104

(801) 885-0113

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

Copies of communications to:

Blair Krueger, Esq.

Managing Partner

The Krueger Group, LLP

7486 La Jolla Boulevard

La Jolla, California 92037

(858) 405-7385

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

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

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

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

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

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

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share 1		Proposed Maximum Aggregate Offering Price 1		Amount of Registration Fee
Common stock, $0.001 par value per share	4,500,000 shares	$	0.01	$	45,000	$	5.23

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC” or the “Commission”), acting pursuant to Section 8(a), may determine.

¹ Estimated solely for purposed of calculating the registration fee under Rule 457(a) and (o) of the Securities Act

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

Subject to completion January 27, 2015

4,500,000 SHARES

COMMON STOCK

METASOLUTIONS, INC.

MetaSolutions, Inc. (“MSI” or the “Company”) is offering for sale a maximum of 4,500,000 shares of its common stock at a fixed price of $0.01 per share (this “Offering”). There is no minimum number of shares that must be sold by us for this Offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, best efforts basis, which means our founder, President, and Chief Executive Officer, Mr. Peter McGoldrick, will attempt to sell the shares. This prospectus will permit our founder, President, and Chief Executive Officer to sell the shares in this Offering directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. McGoldrick will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, Mr. McGoldrick will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitations, telephone, email and personal contact. For more information, see the section of this prospectus entitled “Plan of Distribution”.

The proceeds from the sale of the shares in this Offering will be payable to The Krueger Group, LLP - Attorney-Client Trust Account. All subscription funds will be held in a noninterest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any state that requires a statutory cooling-off period or provide for rescission rights). For more information, see the section of this prospectus entitled “Plan of Distribution”.

There is currently no public or established market for our shares. Consequently, our shareholders will not be able to sell their shares in an organized market place and may be limited to selling their shares privately. Accordingly, an investment in our common stock is considered an illiquid investment.

We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting requirements. See “Risk Factors” beginning on page 7.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 7	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company
Per Share	1	$	0.01	$	0.00	$	0.01
Total	4,500,000	$	45,000	$	0.00	$	45,000

This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

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

The date of this prospectus is January ___, 2015.

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PROSPECTUS SUMMARY

About MetaSolutions, Inc.

MetaSolutions, Inc. was incorporated under the laws of the State of Nevada on August 29, 2012, at which time it acquired a business plan and other intangible assets from Mr. Peter McGoldrick, who had been working on and off for a period of five years. As of January 27, 2015, we had one employee, our founder, President, and Chief Executive Officer, Mr. McGoldrick. From our date of inception, August 29, 2012, through the date of this report, Mr. McGoldrick has devoted between ten (10) and twenty (20) hours per week as necessary for the Company’s business activities. Mr. McGoldrick performs these services under a management agreement with the Company. Mr. McGoldrick is not required to provide a minimum number of hours per week or per month. The number of hours is solely reliant upon Mr. McGoldrick’s judgment. As of the date of this report and for calendar year 2015, Mr. McGoldrick has committed to provide these services under the aforementioned management services agreement to the Company. In addition to his role with the Company, Mr. McGoldrick provides his services as a manager to a major New York utilities services business for which he is compensated as a full-time employee thereby allowing the Company to defer payment of Mr. McGoldrick’s compensation.

The Company issued 3,500,000 shares of its common stock to Mr. McGoldrick at inception in exchange for organizational services which he performed. These services were valued at $3,500. Following our formation, Mr. McGoldrick sold to the Company a comprehensive and extensive business plan prepared with over five years of research and development efforts. The Company issued 1,000,000 shares of common stock to him with a value of $1,000. Management believes that Mr. McGoldrick paid over $20,000 in costs for his business plan.

We are an early stage company (“development stage”) and have limited financial resources. We have not established or attempted to establish a source of equity or debt financing, however, we intend to have discussions with various financial advisors and smaller investment banks regarding the obtaining of financing. Our auditors included an explanatory paragraph in their report on our financial statements that states that “the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.” We are at the early stages of development. We have expanded and improved upon our business plan. We hired various consultants to assist with the development and writing of software code for our intended products and services. To date we have incurred over $100,000 in costs related to this development. We still have a significant amount of work that needs to be done and working capital funds that need to be raised in order to bring our products and services to and compete within the marketplace. To date, we have not developed any saleable product or services of our intended energy software and controls platform and cannot predict when a saleable product or services will be developed. We believe that we have an advantage with our founder, President, and Chief Executive Officer’s industry relationships and the help of these industry relationships in executing and completing our business model.

The Company has no current intentions, plans, arrangements, commitments or understandings to engage in a merger or acquisition with another company nor does the Company or any of its shareholders have any plans to enter into a change of control or similar type of transaction.

We are building an energy intelligence company that will provide comprehensive energy efficiency solutions to the commercial market. We are developing a proprietary energy software and control platform that will provide real-time energy usage analytics for both enterprise level and local managers. Our platform we believe will enable the management of electricity, natural gas, water and carbon emissions throughout the business will be scalable, enabling our potential customers to measure energy behavior at the equipment level and diagnose cost savings opportunities across multiple sites. To capture these saving opportunities, we will first identify specific savings opportunities and define the economic return associated with a recommendation. Our software will become the building block in assisting others in the design, engineering, and develop and arrange financing for energy efficiency projects and clean energy generation projects.

Our intended software and services will outline a three-step method for providing potential customers with what we believe to be a comprehensive approach to energy management, spanning information-driven project design, sophisticated analysis, project implementation, ongoing operations of implemented projects and continuous tracking of performance against client and industry benchmarks. We believe this approach is required for commercial energy decisions to be made, and will help us in creating long-lasting customer relationships.

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Our business operations are comprised of two segments; a) software for Internet and/or Intranet applications and b) software integration services for the commercial energy market. The software division has initially worked with the assistance of an established software development firm (since early 2013). The Company developed its initial design and framework of its energy management software through the efforts of its founder, President, and Chief Executive Officer, and through the efforts of a software development firm with which the Company has been working with on an as “needed basis.” We have not had any material discussions regarding the acquisition of software for services products, nor do we have any agreements (written or oral) in place in order to do so. Initial software framework and design has been developed, no software application distributor or reseller relationship has been formalized with any industry participants; the Company intends to seek the help of various outside sales representatives and marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. With further financing we intend to create and staff an in-house software development group, which we believe may develop new generations of applications and/or services of a similar nature to our business development in energy intelligence solutions. The Company continues to work on the development of its energy intelligence solutions services through the management and industry knowledge skills of its founder, President, and Chief Executive Officer, as well as through a software development firm which has been working with us on an as needed basis and as our budget allows.

To date no saleable product or service has been developed through these efforts. The services segment will seek to staff a management team with the appropriate technical skills necessary in technology and energy management software. Contract sizes we believe may range from $100,000 to $500,000 or more. This range is based solely upon the industry observations of our founder, President, and Chief Executive Officer and not based on any formal studies conducted by the Company or that may be available outside of the Company. The Company believes initially our clients will come primarily from referrals of business associates of our founder, President, and Chief Executive Officer and/or other energy management providers which our founder, President, and Chief Executive Officer has professional relationships with. However, we cannot predict when those referrals will occur, or if at all, through Mr. McGoldrick or others.

Our executive offices are located at 34 Randall Avenue, Suite 100, Lynbrook, New York 11563, and our telephone number is (516) 887-2353. We may refer to ourselves in this prospectus as “MSI,” the “Company,” “we,” or “us.”

This Offering

MSI is offering for sale a maximum of 4,500,000 shares of common stock at a fixed price of $0.01 per share. There is no minimum number of shares that must be sold by us for this Offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, best efforts basis, which means our founder, President, and Chief Executive Officer, Mr. McGoldrick, will attempt to sell the shares himself. This prospectus will permit our founder, President, and Chief Executive Officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. McGoldrick will sell the shares himself and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, Mr. McGoldrick will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). The intended methods of communication include, without limitation, telephone and personal contacts.

The proceeds from the sale of the shares in this Offering will be made payable to The Krueger Group LLP – Attorney-Client Trust Account, MSI’s escrow agent. The Krueger Group LLP, acts as legal counsel for MSI and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to The Krueger Group LLP at the address provided on the Subscription Agreement (see Exhibit 99.1).

All subscription funds will be held in a noninterest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or provide for rescission rights).

The Company will deliver stock certificates attributable to the shares of common stock purchased directly by the purchasers within 30 days of the close of this Offering or as soon thereafter as practicable.

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The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings (if any), or net worth.

Shares of common stock offered by us

A maximum of 4,500,000 shares. There is no minimum number of shares that must be sold by us for this Offering to close.

Use of proceeds

MSI will use the proceeds from this Offering to pay for professional fees and other general expenses. Total estimated costs of this Offering ($30,000) is less than the maximum amount of Offering proceeds ($45,000).

Termination of this Offering

This Offering will conclude when all 4,500,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may at our discretion extend this Offering for an additional 180 days.

Risk factors

The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled “Risk Factors” and “Dilution” before making an investment in this stock.

Trading market

None. While a market maker has been approached to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) in order to apply for the inclusion of our common stock for quotation on the Over-the-Counter Bulletin Board (“OTCBB”), such efforts may not be successful and our shares may never be quoted and therefore owners of our common stock may not have a market in which to sell their shares. Also, no estimate may be given as to the time that this application process will require.

Even if MSI's common stock is quoted or granted a listing on a stock exchange, a market for the common shares may never develop.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.

Balance Sheet Data:		As of November 30, 2014		As of August 31, 2014		As of August 31, 2013
		(unaudited)		(audited)		(unaudited)
Current assets	$	-	$	-	$	-
Other assets	$	-	$	-	$	-
Current liabilities	$	189,465	$	170,561	$	79,488
Stockholders’ equity (deficit)	$	(189,465)	$	(170,561)	$	(79,488)

Operating Statement Data:		For the Year Ended August 31, 2014		For the Year Ended August 31, 2014		For the Three Months Ended November 30, 2014		For the Three Months Ended November 30, 2013
		(audited)		(audited)		(unaudited)		(unaudited)
Revenues	$	-	$	-	$	-	$	-
Operating expenses	$	91,072	$	77,825	$	18,904	$	25,609
Net (loss)	$	(91,072)	$	(77,825)	$	(18,904)	$	(25,609)
Net (loss) per common share basic and diluted	$	(0.02)	$	(0.02)	$	(0.00)	$	(0.01)
Weighted average number of shares outstanding – basic and diluted		4,500,000		4,500,000		4,500,000		4,500,000

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RISK FACTORS

You should be aware that there are substantial risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to invest in shares of our common stock.

If any of the following risk were to occur, our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and prospective investors would lose all or part of their investment.

Risks Related to the Business

1.

MSI has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

MSI is an early stage company and has virtually no financial resources. We have negative working capital of $189,465 and $170,561 and a stockholders’ deficit of $189,465 and $170,561 at November 30, 2014 and August 31, 2014, respectively. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended August 31, 2014 that states that Company’s losses from operations raise substantial doubt about our ability to continue as a going concern. We will be required to seek additional financing beyond the amount that may be received from this Offering. Financing sought may be in the form of equity or debt from sources yet to be identified. Until we complete our Offering most of the efforts of our founder, President and Chief Executive Officer will be spent on the registration efforts with limited efforts expended in further development and execution of our business plan. However pending the successful completion of this Offering, we will seek the necessary additional financing to further pursue and execute on our business plan. No assurances can be given that we will generate sufficient revenue (or any at all) or obtain the necessary financing to continue as a going concern.

Our current resources and source of working capital funds, primarily consists of loans from unaffiliated third parties who are business associates of our founder, President and Chief Executive Officer. These sources we believe are sufficient to keep our business operations functioning for the next three to six months. We do not have a formal agreement with our founder, President, and Chief Executive Officer, nor the unaffiliated third parties to fund the Company’s working capital needs; however our founder, President, and Chief Executive Officer’s current plan is to perform most of the work on his own without any cash compensation while he seeks other sources of funding, as well as seek delay or deferral on payment to third party vendors and unaffiliated third parties which have helped with our working capital needs. The Company developed much of its initial design of its energy intelligence solutions system through Mr. McGoldrick’s efforts, as well as through the efforts of a software development firm with which the Company has been contracting with since January 2013. We currently spend between $10,000 and $15,000 per month in operational expenses not related to this Offering. We have not generated any revenues from our business, and our expenses will continue to be accrued or deferred until sufficient financing is obtained. Financing may be obtained from our founder or others who are familiar with our founder and loan us the necessary funds to pay for these expenses. To date we have received interest free short term loans or the deferral of payment of services from third party vendors to fund our operations. No assurances can be given that we will be able to continue to receive funds from these sources or continue our operations beyond a month-to-month basis.

2.

MSI is and will continue to be completely dependent on the services of our founder, president, and chief executive officer, Peter McGoldrick, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

MSI’s operations and business strategy are completely dependent upon the knowledge and business connections of Mr. McGoldrick our founder, President, and Chief Executive Officer. He is under no contractual obligation to remain employed by us even though we have a management services agreement with him. If he should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations could fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop and execute our business along the lines described in this prospectus. We could fail without the services of Mr. McGoldrick or an appropriate replacement(s).

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We intend to acquire key-man life insurance on the life of Mr. McGoldrick naming us as the beneficiary when and if we obtain the necessary resources to do so and he is insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such key-man life insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and/or independent contractors to further our business efforts.

Mr. McGoldrick’s current outside employment commitment does not limit or restrict him from being involved with our Company, and his outside employment allows him the flexibility to provide at least 20 hours or more per week to the Company.

3.

Because we have recently commenced business operations, we face a high risk of business failure.

We were formed in August 2012. Most of our efforts to date have been related to executing our business plan and commencing business operations, which include the development and writing of code for our energy intelligence management system which consists of software and algorithms. Through November 30, 2014, we have had no revenues. We face a high risk of business failure. The likelihood of success for our Company must be considered in light of its expenses, complications and delays frequently encountered in connection with the establishment and expansion of new business and the competitive environment in which the Company will operate. There can be no assurance that future revenues from sales of the Company’s energy intelligence management product or services will occur or be significant enough or that we will be able to sell it at a profit, if at all. Future revenues and/or profits, if any, will depend on many factors, including, but not limited to initial (and continued) market acceptance of the Company’s energy intelligence management products or services and the successful implementation of its planned strategy.

The Company has not yet acquired or fully developed any product or services that are saleable to the marketplace. We may not be able to acquire or internally fully develop any product or services in the future because of a lack of funds or financing to do so. In order for us to fully develop or acquire any products or services, we must be able to secure the necessary financing, beyond just the proceeds of this Offering. In the early stages of our operations, we will keep costs to a minimum. The cost to develop our products or services as currently outlined will be in excess of $200,000. We have no established source of funds to undertake the business strategy as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder, President, and Chief Executive Officer providing most of the administrative and other functions on his own without any cash compensation. We currently use the services of a software development firm (which our founder has had a long term relationship with and is industry specific) with which the Company has been working with on an as “needed basis.” They provide their professional services on a deferral basis not requiring us to pay them immediately or near term. We do not expect to pay them in full or partially for a period of time even once we have completed our Offering. This methodology could result in our product development extending for another two to three years. We believe that our energy intelligence management services segment (once developed, if at all) may generate revenues earlier than the energy intelligence management system products (software) segment (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing for the Company’s growth.

In addition, the Company’s future profitability, if any, could be materially and adversely impacted if any one or more of its acquired or developed technological products or services were to experience poor operating results. The Company’s ability to achieve profitability will be dependent on the ability of its future products or services to generate sufficient operating cash flow to fund future growth and/or acquisitions. There can be no assurance that the Company’s future results of operations will be profitable or that its strategy will be successful or even begin to generate any revenues.

4.

We may not have or ever have the resources or ability to implement and manage our growth strategy.

Although the Company expects to experience growth based on the ability to implement and execute its business strategy, actual operations may never occur because the business plan may never be fully implemented because of the lack of funds in order to do so. If the Company’s business plan and growth strategy are implemented, of which no assurances can be provided, a significant strain on management, operating systems and/or financial resources will be imposed. Failure by the Company’s management to manage this expected growth, if it occurs, or unexpected difficulties are encountered during this growth, could have a material adverse impact on the Company’s results of operations or financial condition.

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The Company’s ability to operate profitable revenue generating product or service lines (if we are able to establish any product or service lines at all) will depend upon a number of factors, including (i) identifying appropriate and satisfactory distribution channels, (ii) generating sufficient funds from our then existing operations or obtaining third-party financing or additional capital to develop new product and/or service lines, (iii) the Company’s management team and its financial and accounting controls and (iv) staffing, training and retention of skilled personnel, if any at all. Certain of these factors most likely will be beyond the Company’s control and may be adversely affected by the economy or actions taken by competing businesses. Moreover, potential products or services that may meet the Company’s focus and other criteria for developing new products and/or services, if we are able to develop or acquire at all, are believed to be severely limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or at all.

5.

We may not be successful in hiring technical personnel because of the competitive market for qualified technical people.

The Company's future success depends largely on its ability to attract, hire, train and retain highly qualified technical and industry knowledgeable personnel to provide the Company's services. Competition for such personnel is intense. There can be no assurance that the Company will be successful in attracting and retaining the technical and industry specific personnel it requires to conduct and expand its operations successfully and to differentiate itself from its competition. The Company's results of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train and retain such qualified personnel.

6.

Our reliance on referrals from outside contacts to develop business may not be effective.

The Company initially will rely on our founder, President, and Chief Executive Officer, Mr. McGoldrick, for a majority of its business leads and believes that other energy industry consultants will also be an important source of business referrals in the foreseeable future. However, as is typical within the industry, there are no contractual requirements that these industry consultants or outside representatives will use or recommend the Company's professional services in connection with product sales or the sale of specific services offered by the Company. We currently have no contracts or agreements in place with any outside sales representatives or business professionals (industry consultants). No assurances can be given that using independent outside sales reps will result in any meaningful numbers of sales leads or referrals.

7.

Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.

The Company's future or projected quarterly operating results may vary and reduced levels of earnings or continued losses may be experienced in one or more quarters. Fluctuations in the Company's quarterly operating results could result from a variety of factors, including changes in the levels of revenues derived from energy intelligence management applications development, and/or energy intelligence managed services, the size and timing of significant orders, changes in the mix of employee and subcontractors on projects, the timing of new offerings by the Company or its competitors, new office openings by the Company, changes in pricing policies by the Company or its competitors, market acceptance of new and enhanced services offered by the Company or its competitors, changes in operating expenses, availability of qualified technical personnel, disruptions in sources of related services and services, the effect of potential acquisitions and industry and general economic factors. The Company will have limited or no control over many of these factors. The Company's expense levels we believe will be based upon, in part, on its expectations as to future or projected revenues. If revenue levels are below expectations, operating results are likely to be adversely affected.

Because of these fluctuations and uncertainties, our future operating results may fail to meet the expectations of investors. If this happens, any trading price of our common stock would almost certainly be materially adversely affected.

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8.

We will face competition from businesses with significantly greater resources and name recognition.

The markets in which the Company intends to operate are characterized by intense competition from several types of solution and technical service providers. These include value added resellers (VARs), energy management systems integrators and energy industry consultants, and computer or other hardware and software providers. In addition, there can be no assurance that the Company's prospective and potential clients will not seek to further develop their in-house capabilities and perform internally more or all of the services that the Company intends to offer. The Company expects to face further intense competition from new market entrants and possible alliances among competitors in the future as the convergence of information processing and telecommunications utilized in energy intelligence management systems continue. Many of the Company's current and potential competitors have significantly greater financial, technical, marketing and other resources than the Company. As a result, they may be better able to respond or adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing and sales of services than the Company. There can be no assurance that the Company will be able to compete successfully. The Company generally expects to encounter intense competition in the information technology (IT)/software industry of which energy intelligence management is most certainly part of. The Company will also compete for revenues with other software providers that offer similar services or with limited adaption could be used for in place of. In addition, the Company will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive services. Many actual and potential competitors we believe are part of much larger businesses with substantially greater financial, marketing and other resources than the Company, and there can be no assurance that the Company will be able to compete effectively against any of its future competitors.

9.

There are significant potential conflicts of interest.

Our personnel will be required to commit substantial time to our affairs and, according­ly, these individual(s) (particularly our founder, President, and Chief Executive Officer) may have a conflict of interest in allocating management time among business activities. In the course of other business activities, certain key personnel (particularly our founder, President, and Chief Executive Officer) may become aware of business opportu­nities which may be appropriate for presenta­tion to us, as well as other businesses with which they are affiliated. As such, there may be con­flicts of interest in determining to which entity a particular business opportunity should be presented to.

In an effort to resolve such potential conflicts of interest, we have entered into a written agreement with Mr. McGoldrick specifying that any business opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure to him of such business opportunities by management or consultants associated with other business entities) would be presented by him solely to the Company. A copy of this agreement is filed as Exhibit 10.2 to our Registration Statement, of which this prospectus is a part.

We cannot provide any assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.

10.

We will need to establish additional relationships with local software developers and information technology (IT) consultants to fully develop and market our company and its intended products and/or services.

We do not possess all of the resources necessary to develop and commercialize our intended energy intelligence management products and/or services on a mass scale. We will need to develop a network of third-party agents that will carry out our intended market penetration, as well as enhance our marketing or sales force strategy through appropriate arrangements with local software developers and information technology consultants to develop and commercialize our planned energy intelligence management services. If we are not able to enlist the services of third-party vendors, or seek out the IT consultants, our business will suffer.

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11.

Following the effective date of our Registration Statement, of which this prospectus is a part, we will be subject to the periodic reporting requirements of Section 15(d) of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will affect the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

12.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

13.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits, quarterly reporting and internal controls. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs through the normal course of business which would result in our being unable to continue as a going concern.

14.

Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our founder, president, and chief executive officer.

We have only one director who serves as our founder, President, and Chief Executive Officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation and/or audit issues. In addition, currently a vote of the board of directors is decided in favor of the chairman (who is our founder, President, and Chief Executive Officer), which gives him complete control over all corporate issues.

Until we have a larger board of directors that include some independent members, if ever, there will be limited oversight of our founder, President, and Chief Executive Officer’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

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Risks Related to Our Common Stock

15.

The Company is selling the shares offered in this prospectus without an underwriter and may not be able to sell all or any of the shares offered herein.

The shares of common stock are being offered on our behalf by Mr. McGoldrick, our founder, President, and Chief Executive Officer, on a best-effort basis. No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any shares of common stock. There are no firm commitments to purchase any of the shares in this Offering. Consequently, there is no guarantee that the Company, through its founder, President, and Chief Executive Officer, is capable of selling all, or any, of the shares of common stock offered hereby. The sale of only a small number of shares of common stock increases the likelihood of no market ever developing for our common stock.

16.

Since there is no minimum for our Offering, if only a few persons purchase shares of our common stock they will lose their money without us being even able to develop a market for our shares.

Since there is no minimum with respect to the number of shares of common stock to be sold directly by the Company in its Offering, if only a few shares are sold, we will be unable to even attempt to create a public market of any kind for our shares. In such an event, it is highly likely that the entire investment of shareowners in our common stock would be lost. Even if all of the shares of common stock in our Offering are purchased, we could have the same result.

17.

The Offering price of our common stock has been determined arbitrarily.

The price of our common stock in this Offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of this Offering price as determined by management. As a result, the price of the shares of common stock in this Offering may not reflect the value perceived by the market. There can be no assurance that the shares of common stock offered hereby are worth the price for which they are offered and investors may, therefore, lose a portion or all of their investment.

18.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (100,000,000) shares but unissued (91,000,000) shares assuming the sale of 4,500,000 shares in this Offering. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution may be material.

19.

The proposed aggregate proceeds of this Offering are slightly more than the estimated costs of this Offering, so the Company will receive little or no economic benefit from the completion of this Offering.

The proposed maximum aggregate proceeds of this Offering ($45,000) are slightly more than the proposed costs to complete this Offering ($30,000). Currently the costs of this Offering are estimated, however costs could actually rise through delay and other conditions that are out of our control. We may, therefore, receive no financial benefit from the completion of this Offering and may have to pay for some of the costs of this Offering from the proceeds of operations or from other sources such as loans from officer(s) or from related and non-related parties.

20.

The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our company.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our company.

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21.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.”

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

22.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. A market maker has been approached to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this Offering. There can be no assurance that the market maker’s application when filed will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether –

(i)

any market for our shares will develop;

(ii)

the prices at which our common stock will trade; or

(iii)

the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company (“DTC”) to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCBB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

13

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions. See “Plan of Distribution” and Risk Factor Number 23 below.

23.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

·

the basis on which the broker or dealer made the suitability determination, and

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’ payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

24.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

·

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;

·

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

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25.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State Securities-Blue Sky Laws.”

26.

Our board of directors (consisting of one person, our founder, president, and chief executive officer) has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

27.

The ability of our founder, president, and chief executive officer to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

Upon the completion of this Offering, our founder, President, and Chief Executive Officer will beneficially own an aggregate of 50% of our outstanding common stock assuming the sale of all shares being registered. Because of his beneficial stock ownership, our founder, President, and Chief Executive Officer will continue to be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our founder, President, and Chief Executive Officer may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. Minority shareholders would have no way of overriding decisions made by our founder, President, and Chief Executive Officer. This level of control may also have an adverse impact on the market value of our shares because our founder, President, and Chief Executive Officer may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.

28.

All of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.

All of the presently outstanding shares of common stock (4,500,000 shares) are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock every three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

15

All 4,500,000 issued and outstanding shares of our common stock are owned by our founder, President, and Chief Executive Officer, which consists of 3,500,000 and 1,000,000 shares issued for organizational services and intangible assets which may be sold commencing one year from the date this Offering is completed. See “Market for Securities.”

29.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

30.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the NASDAQ Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because none of our directors (currently one person) are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

31.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

As of the effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business and operations will be limited.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

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USE OF PROCEEDS

MSI will apply the proceeds from this Offering to pay for accounting fees, legal and professional fees associated with this Offering. Total estimated costs of this Offering ($30,000) are less than the maximum Offering proceeds ($45,000) providing us with approximately $15,000 in funds for working capital. Estimated costs of this Offering, which principally relate to professional costs, are estimated to consist of:

SEC Registration fee	$	5.23
NASD filing fee		100.00
Accounting fees and expenses		8,000.00
Transfer agent fees		1,500.00
Blue Sky fees and expenses		2,500.00
Miscellaneous expenses		2,894.77
Legal fees and expenses(relating to the preparation of our registration statement from inception to effective date and related documents)		15,000.00
Total	$	30,000.00

As funds are obtained from the sale of shares, offering costs will be paid in the sequence listed in the table regardless of the amount of dollars collected. If all of the registered shares are sold, all costs will be paid for in full including our legal fees which are currently estimated at $15,000. From the maximum offering proceeds we will pay for all expenses associated with this Offering which include SEC registration fee, NASD filing fees, accounting and auditing fee, transfer agent fees, blue sky fees, and other miscellaneous expenses which amount to another $15,000, leaving us an estimated $15,000 in cash on hand for general operating expenses.

Upon starting preparation of our Form S-1, we paid our legal counsel $5,000 as partial payment to our estimated Offering legal fees. Our legal counsel has agreed to defer a substantial portion of their fees until after our Offering becomes effective and is, in fact, through the deferral of the fees may be asserted as financing for our Offering. Our plans will not change regardless of whether the maximum proceeds are raised, except to the extent indicated in MD&A “Liquidity” section, first paragraph.

THIS OFFERING

We will spend substantially more in costs on this Offering and its public reporting requirements than it will receive in proceeds if the maximum offering amount is achieved. These costs may very well exceed our current or anticipated revenues, significantly. However, the Company believes that the risks are worth taking because management believes, based on its own observations which are not based on any formal studies, that potential future vendors, consultants and manufacturers will have a higher regard in providing services for a public company than a small, privately-held startup company. Management’s belief is based solely on the advice and informal consultation with various business and legal professionals who are known to us and have public company experience. These discussions have led us to believe that being a public company may afford the business (management and its shareholders) with a higher degree of recognition than would be typically attained as a small private (or non-public) company and may increase its ability and/or options to obtain financing for its growth. In addition, by being a public company we believe increases the visibility of our future opportunities to raise funds or to pay vendors by issuing restricted common stock rather than cash. We cannot predict the likelihood that our observations and conclusions about the benefits of being a public company will prove accurate or beneficial to us.

We are offering for sale a maximum of 4,500,000 shares of common stock at a fixed price of $0.01 per share. There is no minimum number of shares that must be sold by us for this Offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, best efforts basis, which means our founder, President, and Chief Executive Officer, Mr. McGoldrick, will attempt to sell the shares. This prospectus will permit our founder, President, and Chief Executive Officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares that he may sell. Mr. McGoldrick will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, Mr. McGoldrick will rely primarily on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitation, telephone, email and personal contacts.

17

As discussed above in connection with MSI’s selling efforts in this Offering, Mr. McGoldrick will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, as amended, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1, promulgated under the Exchange Act, as amended. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. McGoldrick is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. McGoldrick will not be compensated in connection with his participation in this Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. McGoldrick is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of this Offering, Mr. McGoldrick will continue to primarily perform duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. McGoldrick will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The proceeds from the sale of the shares in this Offering will be made payable to The Krueger Group, LLP- Attorney-Client Trust Account, our escrow agent. The Krueger Group LLP, which acts as our legal counsel therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to The Krueger Group LLP at the address provided on the Subscription Agreement.

We will receive all proceeds from the sale of up to 4,500,000 shares being offered. No proceeds will be received by any other entity other than the Company. The price per share is fixed at $0.01 for the duration of this Offering.

All subscribed funds will be held in a non-interest bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus (or such earlier date when all 4,500,000 shares are sold), unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold in this Offering. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or rescission right).

The Company will deliver stock certificates attributable to shares of common stock purchased directly by the purchasers within 30 days of the close of this Offering or as soon thereafter as practicable.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

This Offering may terminate on the earlier of:

i.

the date when the sale of all 4,500,000 shares is completed, or

ii.

180 days after the effective date of this S-1 Registration Statement or any extension thereto.

The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

The purchase of the common stock in this Offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only, and currently no market for our common stock exists. While a market maker has agreed to file a Rule 211 application with FINRA in order to apply for the inclusion of our common stock in the OTCBB, such efforts may not be successful, and our shares may never be quoted and owners of our common stock may not have a market in which to sell their shares. Also, no estimate may be given as to the time that this application process may require.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its’ clearing firm, to become eligible with the DTC to permit our shares to be traded electronically. If an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of an issuer will not be able to be traded (technically the shares can be traded manually between accounts, but this may take days and is not a realistic option for issuers relying on broker-dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is however a necessity to efficiently process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it may take.

Please refer to the sections of this prospectus entitled “Risk Factors” and “Dilution” before making an investment in the common stock of the Company.

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DETERMINATION OF OFFERING PRICE

The Offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, any historical earnings or net worth. In determining this Offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this Offering. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than this Offering price.

DILUTION

“Dilution” represents the difference between this Offering price of the shares of common stock hereby being offered and the net book value per share of common stock immediately after completion of this Offering. “Net book value” is the amount that results from subtracting total liabilities from total assets. In this Offering, the level of dilution is increased as a result of the relatively low net book value of our issued and outstanding common stock and because the proceeds of this Offering are slightly more than our estimated costs (based on the maximum Offering proceeds received). Assuming all of the shares of common stock offered herein are sold, the purchasers in this Offering will lose the entire value of their shares purchased in that each purchased share will have a negative net book value of ($0.0194). Net book value of existing shareholders’ shares will increase from ($0.0421) to ($0.0194) because proceeds received from this Offering are slightly more than estimated costs of this Offering.

The following table illustrates the dilution to the purchasers of the common stock in this Offering as of November 30, 2014:

		Assuming the sale of:
		1,125,000 shares (25% of the maximum Offering)		2,250,000 shares (50% of the maximum Offering)		3,375,000 shares (75% of the maximum Offering)		4,500,000 shares (maximum Offering)
Offering Price Per Share	$	0.01	$	0.01	$	0.01	$	0.01
Book Value Per Share Before the Offering	$	(0.0421)	$	(0.0421)	$	(0.0421)	$	(0.0421)
Book Value Per Share After this Offering	$	(0.0370)	$	(0.0292)	$	(0.0236)	$	(0.0194)
Net Increase (Decrease) to Original Shareholders	$	0.0051	$	0.0129	$	0.0185	$	0.0227
Decrease in Investment to New Shareholders	$	(0.0470)	$	(0.0392)	$	(0.0336)	$	(0.0294)
Dilution to New Shareholders (%)		100%		100%		100%		100%

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The following table summarizes the number and percentage of shares purchased the amount and percentage of consideration paid and the average price per Share paid by our existing stockholders and by new investors in this Offering:

		Price Per Share	Number of Shares Held	Percentage of Ownership		Consideration Paid
4,500,000 shares sold
Existing shareholders	$	0.001	4,500,000	50%	$	4,500
Investors in this Offering	$	0.01	4,500,000	50%	$	45,000
3,375,000 shares sold
Existing shareholders	$	0.001	4,500,000	57%	$	4,500
Investors in this Offering	$	0.01	3,375,000	43%	$	33,750
2,250,000 shares sold
Existing shareholders	$	0.001	4,500,000	67%	$	4,500
Investors in this Offering	$	0.01	2,250,000	33%	$	22,250
1,125,000 shares sold
Existing shareholders	$	0.001	4,500,000	80%	$	4,500
Investors in this Offering	$	0.01	1,125,000	20%	$	11,250

DIVIDEND POLICY

We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.

MARKET FOR SECURITIES

There is no established public market for our common stock, and a public market may never develop. A market maker has agreed to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this Offering. There can be no assurance as to whether such market maker’s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its’ clearing firm, to become eligible with the DTC to permit our shares to be traded electronically. If an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a issuer will not be able to be traded (technically the shares can be traded manually between accounts, but this may take days and is not a realistic option for issuers relying on broker-dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is however a necessity to efficiently process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it may take.

We do not have common stock or equity subject to outstanding options or warrants to purchase or securities convertible into our common stock or equity. Also, all current shares of our outstanding common stock are held by Mr. McGoldrick, our founder, President, and Chief Executive Officer, (4,500,000 shares). In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.

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If we become a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since those shares were acquired from us or an affiliate, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or an affiliate.

The number of shares sold by such person within any three-month period cannot exceed the greater of:

·

1% of the total number of our common shares then outstanding; or

·

The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, then four calendar weeks preceding the date the selling broker receives the sell order) This condition is not currently available to the Company because its securities do not trade on a recognized exchange.

Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.

All of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. The Form 10 information or disclosure is equivalent to the information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

1)

the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

2)

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

3)

the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and

4)

at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

·

If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).

·

If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available.

However, no assurance can be given as to:

·

the likelihood of a market for our common shares developing,

·

the liquidity of any such market,

·

the ability of the shareholders to sell the shares, or

·

the prices that shareholders may obtain for any of the shares.

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No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this prospectus which is a part of our registration statement involve risks and uncertainties, including statements as to:

·

our future operating results;

·

our business prospects;

·

any contractual arrangements and relationships with third parties;

·

the dependence of our future success on the general economy;

·

any possible financings; and

·

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this prospectus. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Operations

We were incorporated on August 29, 2012 and acquired our business plan on that date. Most of the activity through November 30, 2014 involved execution of our business plan and business development, software development and testing of such programming language for use in our energy intelligence management system as well as, most recently, the preparation of the Company’s financials and other corporate governance efforts in anticipation of this Offering.

We are a development stage company and have limited financial resources. We have not established a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain as a going concern.

We are building an energy intelligence company that will provide comprehensive energy efficiency solutions to the commercial market. We are developing a proprietary energy software and control platform that will provide real-time energy usage analytics for both enterprise level and local managers. Our platform we believe will enable the management of electricity, natural gas, water and carbon emissions throughout the business will be scalable, enabling our potential customers to measure energy behavior at the equipment level and diagnose cost savings opportunities across multiple sites. To capture these saving opportunities, we will first identify specific savings opportunities and define the economic return associated with a recommendation. Our software will become the building block in assisting others in the design, engineering, and develop and arrange financing for energy efficiency projects and clean energy generation projects.

Our intended software and services will outline a three-step method for providing potential customers with what we believe to be a comprehensive approach to energy management, spanning information-driven project design, sophisticated analysis, project implementation, ongoing operations of implemented projects and continuous tracking of performance against client and industry benchmarks. We believe this approach is required for commercial energy decisions to be made, and will help us in creating long-lasting customer relationships.

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Our business operations are comprised of two segments; a) software for Internet and/or Intranet applications and b) software integration services for the commercial energy market. The software division has initially worked with the assistance of an established software development firm (since early 2013). The Company developed its initial design and framework of its energy management software through the efforts of its founder, President, and Chief Executive Officer, and through the efforts of a software development firm with which the Company has been working with on an as “needed basis.” We have not had any material discussions regarding the acquisition of software for services products, nor do we have any agreements (written or oral) in place in order to do so. Initial software framework and design has been developed, no software application distributor or reseller relationship has been formalized with any industry participants; the Company intends to seek the help of various outside sales representatives and marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. We intend to with further financing create and staff an in-house software development group, which we believe may develop new generations of applications and/or services of a similar nature to our business development in energy intelligence solutions. The Company continues to work on the development of its energy intelligence solutions services through the management and industry knowledge skills of its founder, President, and Chief Executive Officer, as well as through a software development firm which has been working with us on an as needed basis and as our budget allows.

To date no saleable product or services has been developed through these efforts. The services segment will seek to staff a management team with the appropriate technical skills necessary in technology and energy management software. Contract sizes we believe may range from $100,000 to $500,000 or more. This range is based solely upon the industry observations of our founder, President, and Chief Executive Officer and not based on any formal studies conducted by the Company or that may be available outside of the Company. The Company believes our clients will come primarily from referrals of business associates of our founder, President, and Chief Executive Officer and/or other energy management providers which our founder, President, and Chief Executive Officer has professional relationships with. However, we cannot predict when those referrals will occur, or if at all through Mr. McGoldrick or others.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our energy intelligence management product(s) or services to meet our obligations on a timely basis. The Company has not yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any services, we must be able to secure the necessary financing, beyond just the proceeds of this Offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $200,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder, President, and Chief Executive Officer providing substantially all of the work on his own without any cash compensation. This methodology would result in our development stage extending for at least two to three years. We however believe that our services division (once developed, if at all) may begin to generate revenues earlier than the software division (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

Industry Overview

Based on industry reports, by 2020, the addressable energy efficiency market (of which energy intelligence management systems are expected to be a big part of) in the United States will surpass $1 trillion in gross energy savings. Over the next five years representing $50 billion in potential average annual savings from a potential annual capital investment of $25 billion per year. A significant increase to energy efficiency spending. The commercial segment we believe has been historically underserved by geographically fragmented providers, presenting 40% of the U.S. energy efficiency savings potential to be reached over the next decade.

We believe the confluence of a large addressable energy efficiency market, a geographically fragmented landscape of service providers (with insufficient solutions), and the positioning of businesses seeking to utilize sophisticated energy intelligence management systems to solve market barriers, comprised of poor plant-to-corporation coordination, weak information interpretation, present an opportunity for us to position our business, its products and services.

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Competitive Focus

We believe the following will assist us in properly capitalizing on the expected growth in the commercial energy efficiency market: (1) Scalability. Based on industry reports, our founders direct experience in the marketplace, we believe our energy intelligence management system will become a scalable, commercialized solution designed to serve the underserved, fragmented industrial segment of the energy efficiency market. (2) Comprehensive Solution to create a “Sticky” Customer Relationship. Our business model will provide a comprehensive solution to energy intelligence management that is designed to act as a competitive barrier. (3) Analytical Expertise in Energy Efficiency. Our founder has extensive utility and energy efficiency experience which we will seek to capitalize on that expertise. (4) Speed of Implementation. We believe that a fully-developed energy intelligence management system will be quickly implemented, providing immediate insight into the energy usage (and energy behavior) of our customers’ assets.

Growth Strategy

Key elements of our growth strategy shall include: (1) Enhancement of Core Products. We plan to enhance core product user interface and functionality with new features and offerings as soon as reasonably practicable. (2) Focus on Market Segments. We intend to organically grow our market penetration by: (a) securing enterprise-wide contracts in market segments of focus, (b) entering new commercial segments, (c) leveraging project development opportunities, and (d) adding clean energy management solutions opportunities to our service portfolio. (3) Acquire Complementary Businesses. We plan to acquire businesses that complement and expand our intended end-to-end energy management services, technology, customer base and geographic coverage. (4) Project Finance. We intend to align ourselves with other businesses that provide project financing for commercial energy operators and shared energy savings projects. (5) Align with Grid Operators and Electric Utilities. We believe establishing relationships with grid operators and utilities may enable us to ultimately reach and attract a broader customer base. (6) Strategic Alliances. We plan to team with other businesses that have complementary features to our proprietary energy intelligence management system, when fully developed, thereby reducing our development cost and introducing us to new customers and end-users. (7) International Expansion. We intend to expand internationally through partnerships and alliances.

Business Objective

The Company's business objective is to become the preferred provider of energy intelligence management solutions and related services for small to medium-sized business entities throughout the United States. The Company is pursuing the following strategies to achieve this objective: (1) Maintain and Enhance Technical Expertise-we will seek to maintain our technical expertise by the hiring of and training of proficient information technology personnel. The Company will create a training program to assist in maintaining its technical proficiency. (2) Create a National Presence-we will seek to create and enhance a national reputation and aggressively market our energy intelligence management services. (3) Quality, Service and Customer Support-The Company's employees and IT professionals will follow documented and standardized methodologies to ensure a consistent approach to projects, thereby fostering uniform quality and more cost-efficient solutions for our prospective clients. (4) Client Base-our intended range of products and services will most likely permit interaction with diverse points of contact and decision makers within a client's organization. The Company will seek to utilize these multiple points of contact in order to expand its relationships with clients to obtain additional projects or sales, as well as generate recurring revenues by providing services for energy management. (5) Alliances with Industry Leaders-we expect to create alliances and relationships with energy industry product vendors, and industry service providers. The Company will pursue these alliances and relationships in order to expand our service offerings and remain current with the advances in computing and energy management technology. (6) Multiple Sales Channels-we believe that we will create or attract a direct sales force that will focus exclusively on the sale of its energy intelligence management product and services.

This prospectus includes limited market and industry data and forecasts that we obtained from internal research, publicly available information and industry publications and surveys. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Unless otherwise noted, statements as to our prospective market position relative to our prospective competitors are approximated and based on the above-mentioned third-party data and internal analysis and estimates as of the date of this prospectus. Although we believe the industry and market data and statements as to market position to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from sources cited herein. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.”

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The following timeline outlines the steps that we intend to take. Each step outlines the metrics or performance that we must accomplish in order to move forward with our business plan.

Step One (Q1/Q2) ($50,000 est. costs)

·

scoping advanced functions - energy intelligence platform; framework enhancement, development of our software integration platform

·

accelerate development/coding of energy intelligence management software based on advancing scoping research and development

·

initiate ecommerce function and website development, identity service offerings promoting software development and energy intelligence management sophistication

·

commence marketing efforts through referrals, website, industry sources, alliances, JV/partnerships

·

enhance relationship with existing software development contractor, establish secondary developer relationships, initiate discussion/alliances software integration firms, application developers, and energy solution providers to establish reseller and other strategic opportunities

Step Two (Q2/Q3) ($50,000 est. costs)

·

initiate testing, improve and refine certain components of our system to uphold quality control and application usability

·

analyze and test software for integration with other 3^rd party software applications

·

energy grid systems

·

energy solution applications

·

finance partner applications

·

finalize a strategic reseller and/or JV relationship, marketing its services and customer network

Step Three (Q3/Q4) ($50,000 est. costs)

·

initiate multi-faceted and unique marketing campaign to attract new customers for ‘dynamic’ energy intelligence management system

·

research, refine, retarget our intended consumer using geographic, demographic, and business needs analysis for energy industry

·

finalize application development and integration components, commence alpha testing, select target consumer and/or partners

·

refine, improve, and simplify feedback, bugs, fixes process and improvement/advances.

·

assess, solve, solution-driven results using alpha testing group

Step Four (Q5) ($75,000 est. costs)

·

release software with controlled marketing campaign to target market as beta

·

refine/release versions of software (1.1, 1.2, 2.0, 3.0) based on feedback/fixes, specificity and target industry COI’s

·

launch increased marketing activities to organic and inorganic sectors, launch of services where software as a service through integration services

·

reseller/JV partner agreements

As mentioned above our time-line estimates (steps) are predicated upon the Company obtaining the necessary financing either through additional equity or debt beyond this Offering. If we are not able to obtain the necessary levels of financing as determined by the above stages, we will not be able to meet or achieve any of the time-line objectives. If we complete 75%, 50%, 25% or even 10% of our additional financing objectives, we will not be able to pursue any of our time-line goals or action steps. In that case the Company will be forced to proceed on a piecemeal basis using primarily the services of our founder, President, and Chief Executive Officer and limited use of outside contractors when and if limited funds are obtained. Our founder, President, and Chief Executive Officer devotes in excess of twenty (20) hours a week to our continued business efforts. There is no realistic way to predict the timing or completion in that scenario.

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Without additional financing to this Offering proceeds we will not be able to pursue our business plan or its time-line objectives, and the Company may fail entirely.

It is our plan to seek additional financing from either equity financing or through debt instruments. These efforts will most likely occur after our Offering is complete and the aggregate proceeds have been received. Company’s management has, through relationships and strategic partnerships, begun the necessary work on some of our intended energy intelligence management software products that will be internet and/or intranet capable applications which we believe will be highly desired in the marketplace as well as the energy intelligence management software integration services. Our founder, President, and Chief Executive Officer has primarily provided these services through the date of this prospectus. Our business plan requires further completion of these tasks which will require the hiring of employees and/or outside contractors. With the level of sophistication and expertise of our founder, President, and Chief Executive Officer, as well as other various industry professionals that he knows, the Company should make progress in its development of the energy intelligence management system and services for its planned segments, but currently no specific timeframe can be provided. Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur as planned and may never occur.

We currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside developers or sales/marketing firms. We currently do not have any cash or other resources to commence the use of outside contractors or industry service providers. If we do not receive any funding or financing, our business is likely to be maintained with limited operations for at least the next 12 months because our founder, President, and Chief Executive Officer, will continue providing his professional services without actual cash consideration for his services. We have a formal agreement in place with our founder, President, and Chief Executive Officer covering past services and future services at a nominal rate of compensation; however, our founder, President, and Chief Executive Officer’s plan will be to do substantially all of the administrative and planning work as well as basic programming and marketing work on his own without cash consideration for his services while he continues to seek other sources of funding for the Company.

Other

As a corporate policy,we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere in this prospectus. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we become a public entity. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.

Results of Operations for the Fiscal Years ended August 31, 2014 and August 31, 2013

Expenses

Expenses for the fiscal years ended August 31, 2014 and 2013 were $91,072 and $77,825, respectively. Officer’s compensation increased from $12,000 to $18,000 for fiscal year ended August 31, 2014 compared to fiscal year ended August 31, 2013. This represented an increase of $6,000 or 50% from the prior fiscal year. The Company’s senior officer’s salary increased from $1,000 per month to $1,500 per month. Software development costs increased from $43,400 to $53,600 for fiscal year ended August 31, 2014 compared to fiscal year ended August 31, 2013. This represented an increase of $10,200 or 23.5% from the prior fiscal year. The Company’s software development efforts increased commensurately with the progress and execution of the Company’s business plan from the prior fiscal year. The Company expects to incur increasing software development costs for the foreseeable future. Consulting expense, travel expense and other decreased from $22,425 to $19,472 for fiscal year ended August 31, 2014 compared to fiscal year ended August 31, 2013. This represented a moderate decrease of $2,953 or 13.2% from the prior fiscal year. The Company actively manages its outside consultants and travel expenses to coincide with its business plan execution and its software development.

Loss before provision for income taxes

Loss before provision for incomes taxes for the fiscal year ended August 31, 2014 and 2013 was $91,072 and $77,825, respectively. We recorded no provision for federal or state income taxes in either fiscal year. We have not generated any revenues from our energy intelligence management products or services.

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Basic and diluted loss per share

Basic and diluted loss per share for the fiscal year ended August 31, 2014 and 2013 was $0.02 and $0.02 per share, respectively. Basic and diluted number of shares outstanding is 4,500,000 with no change during the fiscal years ended August 31, 2014 and 2013.

Results of Operations for the Three Month Period ended November 30, 2014 and November 30, 2013

Expenses

Expenses for the three months ended November 30, 2014 and 2013 were $18,904 and $25,609, respectively. Officer’s compensation was $4,500 for both the three months ended November 30, 2014 and 2013. Software development costs decreased from $14,000 to $7,200 for the three months ended November 30, 2014 compared to the three months ended November 30, 2013. This represented a decrease of $6,800 or 48.6% from the prior comparative period. The Company’s software development efforts were decreased pending the Company’s efforts on the impending public offering. The Company with the successful completion of the public offering it will once again experience increasing software development costs into the foreseeable future. Consulting expense, travel expense and other increased from $7,109 to $7,204 for the three months ended November 30, 2014 compared to the three months ended November 30, 2013. The Company actively manages its outside consultants and travel expenses to coincide with its business plan execution and its software development.

Loss before provision for income taxes

Loss before provision for incomes taxes for the three months ended November 30, 2014 and 2013 was $18,904 and $25,609, respectively. We recorded no provision for federal or state income taxes. We have not generated any revenues from our energy intelligence management products or services.

Basic and diluted loss per share

Basic and diluted loss per share for the three month period ended November 30, 2014 and 2013 was $nil and $0.01 per share, respectively. Basic and diluted number of shares outstanding is 4,500,000 with no change during the three month periods ended November 30, 2014 and 2013.

Liquidity

We will pay all costs relating to this Offering which are estimated at $30,000. This will be paid as and when necessary or otherwise accrued on the books and records of MSI. Absent the ability to pay these amounts upon closing of this prospectus, we will need to seek financial assistance from our shareholders or third parties who may agree to loan us the funds to cover the balance of outstanding professional and related fees relating to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and our professionals insist upon payment. If and when loaned, the loans most likely will be evidenced by a noninterest-bearing unsecured note to be treated as a loan until repaid, if and when MSI has the financial resources to do so. No formal written arrangement exists with respect to anyone’s commitment to loan us funds for this purpose. On September 1, 2012, we entered in an agreement with our founder, President, and Chief Executive Officer, Mr. McGoldrick, whereby Mr. McGoldrick will receive a nominal amount for his compensation to be paid when and if the Company obtains sufficient financing.

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Since acquiring the business plan most of our resources and work have been devoted to executing our business, writing of software code, testing and modification of our energy efficiency system, implementing systems and controls, and completing our registration statement. When those procedures are completed, which we believe will occur over the next few months, we will work on our product and service offerings as well as continue to push the internal development of software for which we have developed a robust and comprehensive framework and completed coding of a first beta version of this software package. We believe that the development and professional work needed to initiate and complete our software development, attract developers, and initiate our marketing plans, including the development of a saleable product suite, will range between $200,000 and $250,000 if outside contractors and experts are used. If we are able to secure funding to outsource these procedures, of which there are no assurances, we can commence the launch of our intended energy intelligence management system product and energy intelligent management services to the end user or consumer. If we are only able to use internal resources only (primarily consisting of the services of our founder, President, and Chief Executive Officer), the process will take much longer and our initial launch may be limited to a much smaller target market. If we are unable to raise any funds, the development costs would have to be provided by our founder, President, and Chief Executive Officer to the extent that he is capable and willing to provide such funds. While we have engaged the services of an established software development firm which we use on an as “needed basis” their function and assistance is limited by our availability of financing. Our goal would be to have software product available, services available, multiple sales channels and a comprehensive website up and running within one year, but there is no way of estimating what the likelihood of achieving that goal would be.

Private capital, if sought, we believe will be sought from business associates of our founder, President, and Chief Executive Officer or through private investors referred to us by those same business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our business plan and its stages as outlined above.

We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $75,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases but should be lower during our first year of being public because our overall business volume (and financial transactions) will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization (if ever). These obligations will certainly reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities except as set forth herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own beliefs and the advice that we have received from various business professionals. Issuing shares of common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of MSI because the shares may be issued to parties or entities committed to supporting existing management. MSI may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them.

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As of August 31, 2014 and November 30, 2014, respectively, we owed approximately $150,000 and $166,000 in connection with software development costs incurred, consulting services and compensation due and owing to our President and Chief Executive Officer. We have not entered into any formal agreements, written or oral, with any vendors or other providers for payment of services or expenses except for our President and Chief Executive Officer who we have a management services agreement with in place. There are no other significant liabilities as of November 30, 2014.

As of August 31, 2014 and November 30, 2014, we owed $20,111 and $23,715 in connection with interest-free demand loans from an unrelated party, respectively. The proceeds were used for basic working capital purposes.

As of August 31, 2014 and November 30, 2014, we owe our President and Chief Executive Officer $30,000 and $34,500, respectively for his services and we owe $120,450 and $131,250, respectively to our ‘as needed’ basis software development firm and other consultants. The software development firm and/or consultant do not work pursuant to any formal agreement with the Company.

Recently Issued Accounting Pronouncements

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently evaluating the impact, if any, on adopting ASU 2014-09 on our results of operations or financial condition.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on our operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. Management is currently evaluating the impact, if any, of adopting ASU 2014-08 on our results of operations or financial condition.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this prospectus, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Seasonality

We have not noted a significant seasonal impact in our business (or businesses like ours).

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

BUSINESS

We were incorporated under the laws of the State of Nevada on August 29, 2012, at which time it acquired the business plan and other industry materials from our founder, President, and Chief Executive Officer. As of January 27, 2015, we had one employee, our founder, President, and Chief Executive Officer, Mr. McGoldrick. For fiscal year 2015, Mr. McGoldrick will devote at least twenty (20) hours a week to us but may increase the number of hours as necessary.

The Company issued 3,500,000 shares of its common stock to Mr. McGoldrick at inception in exchange for organizational services incurred upon incorporation. Following our formation, we issued an additional 1,000,000 shares of our common stock to Mr. McGoldrick, in exchange for a business plan and other related industry materials that he developed over a period of five (5) years. See also “Certain Relationships and Related Transactions.”

We are a development stage company and have no specific financial resources. We have not established or attempted to establish a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern. We are in the early stages of executing our business plan. We still have a significant amount of work that needs to be completed and funds that need to be raised in order to compete within this sophisticated marketplace. To date, we have not developed any finished products or services and cannot predict when a finished product or services will be developed or externally acquired. We believe that we have an advantage with our founder, President, and Chief Executive Officer and his industry relationships and the solicitation of their help with growing our business model.

As of November 30, 2014, we had limited assets which consisted of; intangible assets relating to our business plan valued at $1,000, net of amortization expense of $1,000. In order to fund the development of our business and our working capital needs for the next 12 months, we intend to attempt to secure funding from the sale of common stock, from stockholder or non-related party loans, or from funding provided by strategic joint ventures or partners. Furthermore in order to be able to implement the foregoing plan of operations, we anticipate that we will need to secure financing between $100,000 and $200,000 during the second half of calendar year 2015 if we are able to complete our Offering. If we are not successful in raising additional financing, we will not be able to proceed with execution of our business plan.

Based on the nature of our business, we anticipate incurring operating losses into the foreseeable future. Because we currently do not have any finished software products or services and our resources are limited, we cannot predict if and when we will generate revenues and whether we will become a viable business. Accordingly, due to our lack of assets, operations and present inability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Business

There is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of development is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the funds necessary. If we do, services could be ready within three to six months following when the necessary funds have been secured. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence for at least 18 months, if ever.

We are building an energy intelligence company that will provide comprehensive energy efficiency solutions to the commercial market. We are developing a proprietary energy software and control platform that will provide real-time energy usage analytics for both enterprise level and local managers. Our platform we believe will enable the management of electricity, natural gas, water and carbon emissions throughout the business will be scalable, enabling our potential customers to measure energy behavior at the equipment level and diagnose cost savings opportunities across multiple sites. To capture these saving opportunities, we will first identify specific savings opportunities and define the economic return associated with a recommendation. Our software will become the building block in assisting others in the design, engineering, and develop and arrange financing for energy efficiency projects and clean energy generation projects.

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Our intended software and services will outline a three-step method for providing potential customers with what we believe to be a comprehensive approach to energy management, spanning information-driven project design, sophisticated analysis, project implementation, ongoing operations of implemented projects and continuous tracking of performance against client and industry benchmarks. We believe this approach is required for commercial energy decisions to be made, and will help us in creating long-lasting customer relationships.

Our business operations is comprised of two segments; a) software for Internet and/or Intranet applications and b) software integration services for the commercial energy market. The software division has initially worked with the assistance of an established software development firm (since early 2013). The Company developed its initial design and framework of its energy management software through the efforts of its founder, President, and Chief Executive Officer, and through the efforts of a software development firm with which the Company has been working with on an as “needed basis.” We have not had any material discussions regarding the acquisition of software for services products, nor do we have any agreements (written or oral) in place in order to do so. Initial software framework and design has been developed, no software application distributor or reseller relationship has been formalized with any industry participants; the Company intends to seek the help of various outside sales representatives and marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. We intend to with further financing create and staff an in-house software development group, which we believe may develop new generations of applications and/or services of a similar nature to our business development in energy intelligence solutions. The Company continues to work on the development of its energy intelligence solutions services through the management and industry knowledge skills of its founder, President, and Chief Executive Officer, as well as through a software development firm which has been working with us on an as needed basis and as our budget allows.

To date no saleable product or service has been developed through these efforts. The services segment will seek to staff a management team with the appropriate technical skills necessary in technology and energy management software. Contract sizes we believe may range from $100,000 to $500,000 or more. This range is based solely upon the industry observations of our founder, President, and Chief Executive Officer and not based on any formal studies conducted by the Company or that may be available outside of the Company. The Company believes initially our clients will come primarily from referrals of business associates of our founder, President, and Chief Executive Officer and/or other energy management providers which our founder, President, and Chief Executive Officer has professional relationships with. However, we cannot predict when those referrals will occur, or if at all through Mr. McGoldrick or others.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our energy intelligence management product(s) or services to meet our obligations on a timely basis. The Company has not yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any services, we must be able to secure the necessary financing, beyond just the proceeds of this Offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $200,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder, President, and Chief Executive Officer providing substantially all of the work on his own without any cash compensation. This methodology would result in our development stage extending for at least two to three years. We however believe that our services division (once developed, if at all) may begin to generate revenues earlier than the software division (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

Industry Overview

Based on industry reports, by 2020, the addressable energy efficiency market (of which energy intelligence management systems are expected to be a big part of) in the United States will surpass $1 trillion in gross energy savings. Over the next five years representing $50 billion in potential average annual savings from a potential annual capital investment of $25 billion per year. A significant increase to energy efficiency spending. The commercial segment we believe has been historically underserved by geographically fragmented providers, presenting 40% of the U.S. energy efficiency savings potential to be reached over the next decade.

We believe the confluence of a large addressable energy efficiency market, a geographically fragmented landscape of service providers (with insufficient solutions), and the positioning of businesses seeking to utilize sophisticated energy intelligence management systems to solve market barriers, comprised of poor plant-to-corporation coordination, weak information interpretation, present an opportunity for us to position our business, its products and services.

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Competitive Focus

We believe the following will assist us in properly capitalizing on the expected growth in the commercial energy efficiency market: (1) Scalability. Based on industry reports, our founders direct experience in the marketplace, we believe our energy intelligence management system will become a scalable, commercialized solution designed to serve the underserved, fragmented industrial segment of the energy efficiency market. (2) Comprehensive Solution to create a “Sticky” Customer Relationship. Our business model will provide a comprehensive solution to energy intelligence management that is designed to act as a competitive barrier. (3) Analytical Expertise in Energy Efficiency. Our founder has extensive utility and energy efficiency experience which we will seek to capitalize on that expertise. (4) Speed of Implementation. We believe that a fully-developed energy intelligence management system will be quickly implemented, providing immediate insight into the energy usage (and energy behavior) of our customers’ assets.

Growth Strategy

Key elements of our growth strategy shall include: (1) Enhancement of Core Products. We plan to enhance core product user interface and functionality with new features and offerings as soon as reasonably practicable. (2) Focus on Market Segments. We intend to organically grow our market penetration by: (a) securing enterprise-wide contracts in market segments of focus, (b) entering new commercial segments, (c) leveraging project development opportunities, and (d) adding clean energy management solutions opportunities to our service portfolio. (3) Acquire Complementary Businesses. We plan to acquire businesses that complement and expand our intended end-to-end energy management services, technology, customer base and geographic coverage. (4) Project Finance. We intend to align ourselves with other businesses that provide project financing for commercial energy operators and shared energy savings projects. (5) Align with Grid Operators and Electric Utilities. We believe establishing relationships with grid operators and utilities may enable us to ultimately reach and attract a broader customer base. (6) Strategic Alliances. We plan to team with other businesses that have complementary features to our proprietary energy intelligence management system, when fully developed, thereby reducing our development cost and introducing us to new customers and end-users. (7) International Expansion. We intend to expand internationally through partnerships and alliances.

Business Objective

The Company's business objective is to become the preferred provider of energy intelligence management solutions and related services for small to medium-sized business entities throughout the United States. The Company is pursuing the following strategies to achieve this objective: (1) Maintain and Enhance Technical Expertise. We will seek to maintain our technical expertise by the hiring of and training of proficient information technology personnel. The Company will create a training program to assist in maintaining its technical proficiency. (2) Create a National Presence. We will seek to create and enhance a national reputation and aggressively market our energy intelligence management services. (3) Quality, Service and Customer Support. The Company's employees and IT professionals will follow documented and standardized methodologies to ensure a consistent approach to projects, thereby fostering uniform quality and more cost-efficient solutions for our prospective clients.(4) Client Base. Our intended range of products and services will most likely permit interaction with diverse points of contact and decision makers within a client's organization. The Company will seek to utilize these multiple points of contact in order to expand its relationships with clients to obtain additional projects or sales, as well as generate recurring revenues by providing services for energy management. (5) Alliances with Industry Leaders. We expect to create alliances and relationships with energy industry product vendors, and industry service providers. The Company will pursue these alliances and relationships in order to expand our service offerings and remain current with the advances in computing and energy management technology. (6) Multiple Sales Channels. We believe that we will create or attract a direct sales force that will focus exclusively on the sale of its energy intelligence management product and services.

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Competition

The energy intelligence and solutions sector is highly competitive, rapidly changing and fragmented. We will face competition from companies that focus on various aspects of the energy intelligence and solutions market, particularly those that are similar and data driven and provide a fully integrated solution such as we intend to provide. (i) Energy Consultancies. Many of our competitors in the commercial market are local and regional consultants that are geographically concentrated and service a limited base of regular customers. These consultants may have specific energy auditing, and project design expertise, but lack the full range of services that we offer, including the real-time energy monitoring function that is core to achieving ongoing energy savings. These contractors also have difficulty scaling their services across an enterprise, focusing instead on plant-level engagements. (ii) Controls and Automation Companies. Many large and mid-size controls hardware and software companies provide technically similar components to what we intend to provide. These companies generally sell proprietary systems, whereas we intend to design energy intelligence management solution system with off-the-shelf components. Using off-the-shelf components allows us to design our solutions to best fit a specific facility’s technical needs with the most suitable technology available and allows us to negotiate pricing terms for such components with various vendors. For many customers, lack of knowledge about what to do with information renders much of the controls value unutilized.

Some of our more significant competitors in this area will include Rockwell Automation, Schneider Electric and Honeywell. (iii) Energy Monitoring Software Companies. There are three groups of companies that focus specifically on monitoring software, which may be considered competitors to us: The first group consists of companies whose primary focus is on DR programs. They offer monitoring software and in at least one case, some analyst support, primarily to enable customers to participate in DR programs, which they help administer for utilities. The second group includes companies that are focused primarily on enterprise carbon accounting software, but in several cases, their products offer some energy management and monitoring capabilities. The third group includes companies that are focused primarily or exclusively on providing energy management and monitoring software. There are close to 50 companies that fit this category.

Intellectual Property

We have no patents or trademarks.

Government Regulation and Industry Standards

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of services and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling services or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the overwhelming acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the US as well, and the US Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.

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Employees

As of January 27, 2015, we had one employee, our founder, President, and Chief Executive Officer, Mr. McGoldrick. During calendar year ending December 31, 2014 (dependent on financing and available working capital), Mr. McGoldrick will devote at least twenty hours a week to us and may increase the number of hours as necessary. Mr. McGoldrick is allowed to devote this time to our Company as he is not limited or restricted from being involved with us by his current employer. Mr. McGoldrick has a limited management services agreement with the Company which provides for a deferred payment on his compensation. If we are unable to pay Mr. McGoldrick his compensation we may be limited in seeking the employment of others to assist in the execution of the business plan for the Company. Our founder, President, and Chief Executive Officer’s current plan is to provide all administrative and planning work as well as perform the basic coding for software and initial marketing efforts on his own without any cash compensation while he seeks other sources of funding for the Company and its business plan.

Mr. McGoldrick has initially been compensated through the form of common stock or equity in the Company, and will continue to forego any cash payments for his services. It is his belief that these actions are in the best interest of the Company and its prospective investors who may invest in this Offering. Beyond Mr. McGoldrick’s services, we have currently been working with an independent software development firm, which has been utilized on an “as needed” basis, and we may in the future use other independent contractors and consultants to assist in many aspects of our business on an “as needed” or per project basis pending adequate financial resources being available or their ability to defer payment for their services.

Property

Our office and mailing address is 34 Randall Avenue, Suite 100, Lynbrook, New York 11563. The space is provided to us by Mr. McGoldrick. Mr. McGoldrick incurs no incremental costs as a result of our using the space. Therefore, he does not charge us for its use. There is no written lease agreement.

Litigation

We are not party to any pending, or to our knowledge, threatened litigation of any type.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our management consists of:

Name	Age	Title
Peter McGoldrick	52	Founder, President, Chief Executive Officer (CEO), principal executive officer, treasurer, chairman of the board of directors, Chief Executive Officer (CFO) principal financial officer and principal accounting officer

Peter McGoldrick – founded the Company in August 2012. Mr. McGoldrick currently serves as our President, Chief Executive Officer and Chairman of the Board. Mr. McGoldrick began his career in the energy industry in 1986 with Long Island Lighting Company (or LILCO). Mr. McGoldrick is currently employed by PSEG Long Island, a subsidiary of Public Service Enterprise Group Incorporated (PSEG), a publicly traded diversified energy company with annual revenues of $10 billion. PSEG operates the Long Island Power Authority’s transmission and distribution system under a 12-year contract. Mr. McGoldrick manages and oversees several critical aspects of PSEG’s services in the Long Island region. Mr. McGoldrick obtained his Bachelors of Science in Business Management from Long Island University in 1990, his Masters of Business Administration from Dowling College in 1995. Mr. McGoldrick received his Accounting certification from Hofstra University in 2006. Mr. McGoldrick has the necessary skills and accomplishments to manage and oversee the growth of MetaSolutions, Inc.

Possible Potential Conflicts

The OTCBB on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.

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No member of management will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

Currently we have only one officer and one director (both of whom are the same person), and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are identified and terms of employment are mutually negotiated and agreed, particularly when we have sufficient capital resources and cash flow to make such offers.

In an effort to resolve potential conflicts of interest, we entered into a written agreement with Mr. McGoldrick specifying that any business opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure to him of such business opportunities by management or consultants associated with other entities) would be presented by him solely to us.

We cannot provide assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Code of Business Conduct and Ethics

Upon our incorporation in August 2012, we adopted a written code of ethics applicable to our board of directors, officers and employees in accordance with applicable securities laws. Our board of directors shall oversee compliance with the code of ethics as it relates to the Company through an officer designated by the board of directors. Employees are required to report known and suspected breaches of our code of ethics to an appropriate supervisor, or in the case of officers and directors, to a senior officer designated by our board of directors. Our code of ethics is designed to deter wrongdoing and to promote:

·

honest and ethical conduct;

·

full, fair, accurate, timely and understandable disclosure in reports and documents that we will file with securities regulators and in our other public communications;

·

compliance with applicable laws, rules and regulations, including insider trading compliance; and

·

accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement of which this prospectus is a part.

Board of Directors

All directors will hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our current directors’ term of office expires on August 31, 2015. All officers are appointed annually by the board of directors subject to existing employment agreements and serve at the discretion of the board. Currently, our director receive no compensation for his role as a director as he receives sufficient compensation for his role as an officer.

As long as we have no additional directors besides our founder, president, chief executive officer, and Chairman, all votes on issues are resolved in favor of the Chairman’s vote.

Involvement in Certain Legal Proceedings

Except as described below, during the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of MSI:

1.

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

2.

was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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3.

was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining his from or otherwise limiting his involvement in any of the following activities:

i.

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

ii.

engaging in any type of business practice; or

iii.

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

4.

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

5.

found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

Committees of the Board of Directors

Concurrent with having sufficient members and resources, the MSI board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

All directors will be reimbursed by MSI for any expenses incurred in attending directors' meetings provided that MSI has the resources to pay these fees. MSI will consider applying for officers and directors liability insurance at such time when it has the resources to do so.

Summary Executive Compensation Table

The following table shows, for the period from August 29, 2012 (inception) to August 31, 2012, and for the years ended August 31, 2013 and 2014, respectively, compensation awarded to or paid to, or earned by, our Chief Executive Officer (the “Named Executive Officer”).

SUMMARY COMPENSATION TABLE

Name and		Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
principal position	Year	($)	($)	($)	($)	($)	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Peter McGoldrick	2014	- (2)	-	-	-	-	-	-	- (2)
CEO, CFO and	2013	- (2)	-	-	-	-	-	-	- (2)
Director (1)	2012	-	-	-	-	-	-	3,500	3,500

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The Company on September 1, 2012 entered into formal employment arrangement with Mr. McGoldrick for management services. Mr. McGoldrick’s compensation is fixed at $1,000 per month for two one hundred eighty (180) day periods and $1,500 per month thereafter and not based on any percentage calculations. Mr. McGoldrick makes all decisions determining the amount and timing of payment for his compensation and, for the immediate future, Mr. McGoldrick has elected not to receive any payment of compensation which permits us to meet our financial obligations.

⁽¹⁾

Mr. McGoldrick upon inception (August 29, 2012) received 3,500,000 shares of common stock of the Company in exchange for organizational services which were valued at $3,500. The Company does not intend to issue additional shares to Mr. McGoldrick for services as an officer under his employment agreement or as a director for the foreseeable future.

⁽²⁾

Mr. McGoldrick for the fiscal years ended August 31, 2014 and 2013, Mr. McGoldrick was to receive $12,000 and $18,000, respectively. The Company owed $30,000 in deferred compensation to Mr. McGoldrick as of August 31, 2014.

Grants of Plan-Based Awards Table

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the period ended August 31, 2014. The Company has no activity with respect to these awards.

Options Exercised and Stock Vested Table

None of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers vested during the period ended August 31, 2014. The Company has no activity with respect to these awards.

Outstanding Equity Awards at Fiscal Year-End Table

None of our named executive officers had any outstanding stock or option awards as of August 31, 2014 that would be compensatory to the officer. The Company has not issued any awards to its named executive officers. The Company and its Board of Directors may grant awards as it sees fit to its employees as well as key consultants.

PRINCIPAL SHAREHOLDERS

As of November 30, 2014 we had 4,500,000 shares of common stock outstanding which is held by one shareholder. The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of November 30, 2014; of all directors and executive officers of MSI; and of our directors and officers as a group.

	Name, Title and Address of Beneficial	Amount of Beneficial	Percent of Class
Title Of Class	Owner of Shares(a)	Ownership(b)	Before Offering	After Offering(d)
Common	Peter McGoldrick (c)	4,500,000	100.00%	50.00%
	All Directors and Officers as a group (1 person)	4,500,000	100.00%	50.00%

^(a)

The address for purposes of this table is the Company’s address which is 34 Randall Avenue, Suite 100, Lynbrook, New York 11563.

^(b)

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised.

^(c)

Mr. McGoldrick received 1,000,000 shares for selling his business plan and client list to the Company on August 31, 2012. This business plan and client list present the basis for our business with which we have executed on.

^(d)

Assumes the sale of the maximum amount of this Offering (4,500,000 shares of common stock). The aggregate amount of shares to be issued and outstanding after this Offering would be 9,000,000 based upon such assumption.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The only promoters of MSI would be Mr. McGoldrick, founder, President, and Chief Executive Officer, and Chief Financial Officer.

Our office and mailing address is 34 Randall Avenue, Suite 100, Lynbrook, New York 11563. The space is provided to us by Mr. McGoldrick. Mr. McGoldrick incurs no incremental costs as a result of our using the space. Therefore, he does not charge us for its use. There is no written lease agreement.

The Company issued 3,500,000 shares of its common stock to its founder, President, and Chief Executive Officer, Mr. McGoldrick, and chief financial officer in exchange for organizational services incurred upon incorporation. These services were valued at $3,500.

Mr. McGoldrick developed our business plan and foundation for the software development that we continue to improve upon. Mr. McGoldrick received 1,000,000 shares of our common stock for selling his business plan and various other industry related materials to us. The value of the intangible assets which we purchased was $1,000 which approximates the total cost incurred by Mr. McGoldrick.

DESCRIPTION OF CAPITAL STOCK

Introduction

We were incorporated under the laws of the State of Nevada on August 29, 2012. MSI is authorized to issue 100,000,000 shares of common stock and 1,000,000 shares of preferred stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. No shares of preferred stock have been designated, issued or were outstanding as of November 30, 2014. Accordingly, our board of directors is empowered, without stockholder approval, to issue up to 1,000,000 shares of preferred stock with voting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

·

the number of shares and the designation of the series;

·

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;

·

whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

·

whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange;

·

whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and

·

the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.

We presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

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Common Stock

Our certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock. There are 4,500,000 shares of our common stock issued and outstanding at November 30, 2014 that is held by one shareholder. The holders of our common stock:

·

have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

·

are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·

do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

·

are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders

See Plan of Distribution regarding negative implications of being classified as a “Penny Stock.”

Authorized but Un-issued Capital Stock

Nevada law does not require stockholder approval for the issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

Shareholder Matters

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us if our shares are considered to be penny stocks which they currently are and probably will be for the foreseeable future. Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this prospectus, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

As a Nevada corporation, we are subject to the Nevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions of Nevada law described below create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

Directors' Duties. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

Dissenters' Rights. Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see NRS 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by Nevada law or by the terms of the articles of incorporation.

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A shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder are part of a class of shares which are:

·

listed on a national securities exchange,

·

included in the national market system by the Financial Industry Regulatory Authority (“FINRA”), or

·

held of record by not less than 2,000 holders.

This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner's interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.

Inspection Rights. Nevada law also specifies that shareholders are to have the right to inspect company records (see NRS 78.105). This right extends to any person who has been a shareholder of record for at least six months immediately preceding his demand. It also extends to any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right are to be granted inspection rights upon five days' written notice. The records covered by this right include official copies of:

i.

the articles of incorporation, and all amendments thereto,

ii.

bylaws and all amendments thereto; and

iii.

a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.

In lieu of the stock ledger or duplicate stock ledger, Nevada law provides that the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.

Control Share Acquisitions. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent any person acquiring a controlling interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority shareholders, these rights may also be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record with at least 100 of these having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly, these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual reports on Form 10-K. This form is filed with the Securities and Exchange Commission within 90 days after the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the “EDGAR” database.

Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in company shares may not exercise voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders' meeting held upon the request and at the expense of the acquiring person. If the acquiring person's shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our shares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person, individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of the voting power of our shares in the election of our directors. Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares” means the company's outstanding voting shares that an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.

These Nevada statutes do not apply if a company's articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these provisions do not apply.

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According to NRS 78.378, the provisions referred to above will not restrict our directors from taking action to protect the interests of our Company and its shareholders, including without limitation, adopting or executing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise, these provisions do not prevent directors or shareholders from including stricter requirements in our articles of incorporation or bylaws relating to the acquisition of a controlling interest in the Company.

Our articles of incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any more stringent requirements.

Certain Business Combinations. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an “interested shareholder.” As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless the company's articles of incorporation provide otherwise. By this registration statement, we are not registering our common stock under Section 12(g) of the Exchange Act. Accordingly, upon the effectiveness of this registration statement on Form S-1 we will be subject to these statutes.

These provisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for three years after the interested stockholder acquired the shares that cause him/her to become an interested shareholder, unless he had prior approval of our board of directors. The term “combination” is described in NRS 78.416 and includes, among other things, mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval, the interested shareholder may proceed after the three-year period only if the shareholder receives approval from a majority of our disinterested shares or the offer meets the requirements for fairness that are specified in NRS 78.441-42. For the above provisions, a “resident domestic corporation” means a Nevada corporation that has 200 or more shareholders. An “interested stockholder” is defined in NSR 78.423 as someone who is either:

·

the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or

·

our affiliate or associate and who within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding shares at that time.

Amendments to Bylaws - Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

Transfer Agent

The Transfer Agent for our common stock is Action Stock Transfer Company, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121. Its telephone number is (801) 274-1088.

PLAN OF DISTRIBUTION

There is no public market for our common stock. Our common stock is currently held by one shareholder. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. While a market maker has been approached the market maker has not agreed to file an application with FINRA so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this Offering. While we have not secured the services of a market maker there can be no assurance as to whether a market maker’s application will be accepted by FINRA nor can we estimate the time period that will be required for the application process. In the absence of quotation or listing, no market is available for investors in our common stock to sell their shares. We cannot provide any assurance that a meaningful trading market will ever develop or that our common stock will ever be quoted or listed for trading.

If the shares of our common stock ever become tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.

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This Offering will be conducted on a best-efforts basis utilizing the efforts of Mr. McGoldrick, the founder, President, and Chief Executive Officer of the Company. Potential investors include, but are not limited to, family, friends and acquaintances of Mr. McGoldrick. The intended methods of communication include, without limitation, telephone calls, email and personal contacts. In his endeavors to sell this Offering, Mr. McGoldrick will not use any mass advertising methods such as the internet or print media.

Funds received in connection with the sale of our securities will be transmitted immediately into an escrow account. There can be no assurance that all, or any, of the shares will be sold.

Mr. McGoldrick will not receive commissions for any sales originated on our behalf. We believe that Mr. McGoldrick is exempt from registration as a broker under the provisions of Rule 3a4-1 promulgated under the Exchange Act. In particular, Mr. McGoldrick:

1.

Is not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of his participation;

a.

Is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

b.

Is not an associated person of a broker or dealer; and

c.

Meets the conditions of the following:

i.

Primarily performs, or is intended primarily to perform at the end of this Offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities;

ii.

Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

iii.

Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to Rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within a Rule 415 registration

No officers or directors of the Company may purchase any securities in this Offering.

There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in this Offering would be acting as an underwriter and would have to be so named herein. In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this Offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where this Offering will be sold.

The proceeds from the sale of the shares in this Offering will be payable to The Krueger Group, LLP – Attorney-Client Trust Account (“Escrow Account”), and will be deposited in a noninterest-bearing bank account until the subscription agreements are accepted by the Company. Failure to do so will result in checks being returned to the investor who submitted their check. No interest will be paid to any shareholder, investor or the Company. All subscription agreements and checks are irrevocable (except as to any state that requires a statutory cooling-off period or rescission right). All subscription funds will be held in the Escrow Account pending acceptance of the various subscriptions by MSI, and funds may be released to MSI as received and cleared in the Escrow Account, this may occur regularly until the maximum Offering amount (4,500,000 shares of common stock) has been subscribed to. Thereafter, the escrow agreement shall terminate.

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Investors can purchase common stock in this Offering by completing a Subscription Agreement, a copy of which is filed as Exhibit 99.1 to the registration statement of which this prospectus is a part, and sending it together with payment in full. All payments must be made in U.S. currency either by personal check, bank draft, or cashier check. There is no minimum subscription requirement established by the Company. All subscription agreements and checks are irrevocable (except as to any state that requires a statutory cooling-off period or rescission right). The Company expressly reserves the right to either accept or reject any subscription, for any reason. Any subscription rejected will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted by the Company, it will be executed without any reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

Any purchaser of our securities should be aware that any market that develops in our common stock will be subject to “penny stock” restrictions.

We will pay all expenses incident to the registration, offering and sale of the shares other than commissions or discounts of underwriters, broker-dealers or agents, if any.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The trading of our securities, if any, will be in the over-the-counter markets which are commonly referred to as the OTCBB as maintained by FINRA (if and when quoting thereon has occurred). As a result, a purchaser of our securities may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

OTCBB Considerations

OTCBB securities are not listed and/or traded on a floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through telephonic and Internet services connecting dealers in the orderly trading of securities or “stocks.” OTCBB stocks are traditionally smaller companies that do not meet the financial and listing requirements of a regional or national stock exchange.

To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. While a market maker has been approached, however, as of the date of this prospectus a market maker has not agreed to file an application with FINRA on our behalf so as to be able to quote our shares of common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance that a market maker’s application will be accepted by FINRA, nor can we estimate as to the period of time that the application will require to complete or be approved.

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

Although the NASDAQ stock market has rigorous listing standards to ensure the quality of its issuers, and can delist issuers for not meeting those standards, the OTCBB has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files an application, and is therefore obligated to comply with keeping accurate and timely information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of an issuer assuming all of FINRA’s questions relating to its Rule 211 process are answered accurately and satisfactorily. The only requirement for ongoing inclusion in the OTCBB is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate that quotation on the OTCBB will increase liquidity for our common stock, investors may have difficulty in getting orders filled because trading activity on the OTCBB, in general, is not conducted as efficiently and effectively as with NASDAQ-listed securities. As a result, investors’ orders may be filled at a price much different than expected when an order is placed.

Investors usually must contact a broker-dealer to trade OTCBB securities. Investors for the most part do not have direct access to the bulletin board service, even with some trading services that investors have available to them. For bulletin board securities, there only has to be one market maker.

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OTCBB transactions are sometimes conducted manually within the broker-dealer network. Because there are limited automated systems for negotiating trades on some OTCBB securities, they are sometimes conducted via telephone or other antiquated services. 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.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

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

Section 15(g) of the Exchange Act

Our shares will be covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 excluding revenue or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules (but is not applicable to us).

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

44

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

·

the basis on which the broker or dealer made the suitability determination, and

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’ payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, which is likely, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it difficult to dispose of the Company’s securities.

State Securities – Blue Sky Laws

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

We will consider applying for listing in Mergent, Inc., a leading provider of business and financial information on publicly listed companies, which, once published, will provide MetaSolutions with “manual” exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions.” However, we may not be accepted for listing in Mergent or similar services designed to obtain manual exemptions if we are considered to be a “shell company” at the time of application.

33 states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing (assuming that being a development stage and shell company is not a bar to such listing), secondary trading can occur in these states without further action.

Upon effectiveness of this Prospectus, the Company intends to consider (but may not) becoming a “reporting issuer” under Section 12(g) of the Exchange Act, as amended, by way of filing a Form 8-A with the SEC. A Form 8-A is a “short form” registration whereby information about the Company will be incorporated by reference to the Registration Statement on Form S-1, of which this prospectus is a part. Upon filing of the Form 8-A, if done, the Company’s shares of common stock will become “covered securities,” or “federally covered securities” as described in some states’ securities statutes, which means that unless you are an “underwriter” or “dealer,” you may have a “secondary trading” exemption under the laws of most states (and the District of Columbia, Guam, the Virgin Islands and Puerto Rico) to resell the shares of common stock you purchase in this Offering. Four states do impose a filing requirement on the Company: those states are Michigan, New Hampshire, Texas and Vermont. The Company may, at its own cost, make the required notice filings in those states immediately after filing its Form 8-A with the SEC.

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

45

Limitations Imposed by Regulation M

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by The Krueger Group, LLP, La Jolla, California.

EXPERTS

The financial statements of MSI as of August 31, 2013 and 2014 and for the years ending August 31, 2013 and 2014 and for the period August 29, 2012 (inception) to August 31, 2014 included in this prospectus have been audited by independent registered public accountants and have been so included in reliance upon the report of PLS CPA, A PROFESSIONAL CORPORATION given on the authority of such firm as experts in accounting and auditing.

UNAUDITED INTERIM FINANCIAL STATEMENTS

The information for the interim period ended November 30, 2014 is unaudited; however, it includes all adjustments considered necessary by management for a fair presentation of our financial condition and results of operations.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules and amendments, under the Securities Act with respect to the shares of common stock to be sold in this Offering. This prospectus does not contain all the information included in the registration statement. For further information about us and the shares of our common stock to be sold in this Offering, please refer to our registration statement.

As of the effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business and operations will be limited.

You may read and copy any document we file at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. You should call the SEC at (800) SEC-0330 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at “http:/www.sec.gov.”

You may request, and we will voluntarily provide, a copy of our filings, including our annual report which will contain audited financial statements, at no cost to you, by writing or telephoning us at the following address:

MetaSolutions, Inc.

34 Randall Avenue, Suite 100

Lynbrook, New York 11563

(516) 887-2353

46

METASOLUTIONS, INC.

(a Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

Contents	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet at August 31, 2013 and 2014	F-3
Statement of Operations for the Years ended August 31, 2013 and 2014 and for the Period August 29, 2012 (inception) to August 31, 2014	F-4
Statement of Stockholders’ Equity for the Period August 29, 2012 (inception) to August 31, 2014	F-5
Statement of Cash Flows for the Years ended August 31, 2013 and 2014 and for the Period August 29, 2012 (inception) to August 31, 2014	F-6
Notes to the Financial Statements	F-7
Unaudited Interim Financial Statements for the Three Month Periods Ended November 30, 2013 and 2014	F-11

F-1

PLS CPA, A PROFESSIONAL CORP.

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 764-5480

t E-MAIL changgpark@gmail.com t

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

MetaSolutions, Inc.

We have audited the accompanying balance sheet of MetaSolutions, Inc. (A Development Stage “Company”) as of August 31, 2013 and 2014 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period from August 29, 2012 (inception) to August 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MetaSolutions, Inc. as of August 31, 2013 and 2014, and the result of its operations and its cash flows for the years then ended and for the period from August 29, 2012 (inception) to August 31, 2014 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PLS CPA

PLS CPA, A Professional Corp.

January 5, 2015

San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

F-2

MetaSolutions, Inc.

(a Development Stage Company)

Balance Sheets

		August 31, 2014		August 31, 2013
ASSETS
CURRENT ASSETS:
Cash	$	-	$	-
Other receivables		-		-
Total Current Assets		-		-
OTHER ASSETS:
Software development costs, net		-		-
Intangible asset, net		-		-
Total Other Assets		-		-
TOTAL ASSETS	$	-	$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	120,450	$	55,600
Accrued compensation		30,000		12,000
Loans – related party		-		-
Loans – unrelated party		20,111		11,888
TOTAL LIABILITIES		170,561		79,488
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		-		-
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,500,000 shares issued and outstanding		4,500		4,500
Additional paid in capital		-		-
Deficit accumulated during development stage		(175,061)		(83,988)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(170,561)		(79,488)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	-	$	-

See notes to the financial statements.

F-3

MetaSolutions, Inc.

(a Development Stage Company)

Statements of Operations

		For the year ended August 31, 2014		For the year ended August 31, 2013		For the period August 29, 2012 (inception) through August 31, 2014
Service revenue	$	-	$	-	$	-
Expenses:
Officer compensation		18,000		12,000		30,000
Software development costs		53,600		43,400		97,000
Consulting services		11,250		12,200		23,450
Travel/business development		7,072		8,367		16,218
Other expense		1,150		1,858		3,893
Amortization expense		-		-		1,000
Organizational expense		-		-		3,500
Loss before provision for income tax		91,072		77,825		175,061
Provision for income tax		-		-		-
Net loss	$	(91,072)	$	(77,825)	$	(175,061)
Basic and diluted loss per share	$	(0.02)	$	(0.02)
Weighted average common shares outstanding - basic and diluted		4,500,000		4,500,000

See notes to the financial statements.

F-4

MetaSolutions, Inc.

(a Development Stage Company)

Statement of Stockholders’ Equity (Deficit)

	Common Stock		Common Stock Amount		Additional Paid-in-capital		Retained Deficit		Total
Balance - August 29, 2012 (date of inception) Shares issued	3,500,000	$	3,500	$	-	$	-	$	3,500
Shares issued - August 31, 2012	1,000,000		1,000		-		-		1,000
Net loss	-		-		-		(6,164)		(6,164)
Balance - August 31, 2012	4,500,000		4,500		-		(6,164)		(1,664)
Net loss	-		-		-		(77,825)		(77,825)
Balance - August 31, 2013	4,500,000		4,500		-		(83,989)		(79,489)
Net loss	-		-		-		(91,072)		(91,072)
Balance - August 31, 2014	4,500,000	$	4,500	$	-	$	(175,061)	$	(170,561)

See notes to the financial statements.

F-5

MetaSolutions, Inc.

(a Development Stage Company)

Statements of Cash Flows

		For the year ended August 31, 2014		For the year ended August 31, 2013		For the period August 29, 2012 (inception) through August 31, 2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(91,072)	$	(77,825)	$	(175,061)
Amortization		-		-		1,000
Shares issued for organizational expense		-		-		3,500
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in accounts payable		64,850		55,600		120,450
Change in accrued compensation		18,000		12,000		30,000
Change in deferred expenses		-		-		-
Net Cash (Used in) Operating Activities		(8,222)		(10,225)		(20,111)
CASH FLOW FROM INVESTING ACTIVITIES		-		-		-
CASH FLOW FROM FINANCING ACTIVITIES:
Loans from unrelated party		8,222		10,225		20,111
Repayment of loans		-		-		-
Net Cash Provided by Financing Activities		8,222		10,225		20,111
CHANGE IN CASH		-		-		-
CASH AT BEGINNING OF PERIOD		-		-		-
CASH AT END OF PERIOD	$	-	$	-	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-
Non-cash investing and financing activities:
Stock issued for intangible asset	$	-	$	-	$	1,000

See notes to the financial statements.

F-6

MetaSolutions, Inc.

(a Development Stage Company)

Notes to the Financial Statements

August 31, 2014

NOTE 1 – ORGANIZATION

MetaSolutions, Inc. (the Company) was incorporated under the laws of the State of Nevada on August 29, 2012. The Company issued 3,500,000 shares of common stock to its founder at inception in exchange for organizational costs. Following its formation, the Company issued 1,000,000 shares of common stock to our founder, as consideration for the purchase of a business plan along with developmental code and software. Our founder paid approximately $1,000 for the business plan, software and development code. The acquisition was valued at $1,000.

The Company has not generated revenues from its planned principal operations and is considered a development stage company as that term is defined by Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities.

The Company will acquire and/or develop software and services that will significantly enhance the ability for small to medium sized businesses to control their energy costs through a program. The Company’s products and services will use proprietary technology that will enable businesses to obtain substantial improvements in performance, reliability and usability when it comes to energy equipment and costs.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August 31, year-end.

b.

Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

c.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

d.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

e.

Earnings (Loss) per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

F-7

f.

Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal income tax.

g.

Advertising

Advertising will be expensed in the period in which it is incurred. There has been no advertising expense in the reporting period presented.

h.

Related Software Costs

Certain direct purchase and related development costs associated with software are capitalized and include external direct costs for services and payroll costs. These costs include employees devoting time to the software projects principally related to software coding, designing system interfaces and installation and testing of the software. These costs will be recorded as property and equipment and will be amortized over a period of three to five years beginning when the asset is substantially ready for use. Costs incurred during the development stage, as well as maintenance, code development and training costs are expensed as incurred.

i.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

For the period August 29, 2012 (inception) through August 31, 2012 we recognized $1,000 in amortization expense. Our proprietary business plan and modelling program was placed in service on August 29, 2012. We amortized this cost immediately during the period described above.

j.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act), which establishes a new category of issuer called an emerging growth company (EGC). Under the JOBS Act, an EGC is defined as an issuer with total annual gross revenues less than $1 billion during its most recently completed fiscal year. An issuer continues to be eligible for EGC status until the earliest of (1) the last day of the fiscal year during which it had total annual gross revenues of $1 billion or more (as indexed for inflation in the manner set forth in the JOBS Act), (2) the last day of the fiscal year of the issuer following the fifth anniversary of the date of its initial public offering (IPO), (3) the date on which it issued more than $1 billion in non-convertible debt in the previous three-year period, or (4) the date on which it became a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934.

Among other requirements, the JOBS Act exempts an EGC from the requirements to adopt new or revised accounting standards that are effective for public companies. Instead, the effective dates for private companies for such standards will apply to an EGC. Section 107(b) of the JOBS Act permits an EGC to “opt out” of the accounting standard exemption and apply new or revised accounting standards on the same basis as a public company.

Under the JOBS Act, the Company meets the definition of an EGC. During the period it continues to be eligible for EGC status, the Company will apply new or revised accounting standards following the effective dates for private companies.

F-8

In July 2012, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update or ASU, 2012-02, Intangibles-Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment, that allows entities to have the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with ASC 350-30. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.

In December 2011, the FASB issued the ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, that deferred the effective date for amendments to the presentation of reclassifications of items out of other comprehensive income. ASU 2011-12 was issued to allow the FASB time to re-deliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. During the re-deliberation period, entities will continue to report reclassifications out of accumulated other comprehensive income using guidance in effect before ASU 2011-05 was issued. ASU 2011-05 is to be applied retrospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The Company does not expect the adoption of these provisions to have a material effect on its financial statements.

In September 2011, the FASB issued the ASU 2011-08, Intangibles—Goodwill and Other: Testing Goodwill For Impairment, that allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If any entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.

In August 2011, the FASB issued the ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income. The new guidance requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new guidance also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2011. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.

In May 2011, FASB issued ASU 2011-04, which generally represents clarifications of Topic 820, Fair Value Measurement, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU 2011-04 results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards, or IFRSs. ASU 2011-04 should be applied prospectively and is effective for annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not expect the adoption of this ASU 2011-04 to have an impact on its financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $170,561 and a deficit accumulated during the development stage of $175,061 at August 31, 2014. As of August 31, 2014, the Company had not generated revenues from its product or services and had no committed sources of capital or financing.

F-9

While the Company is attempting to generate revenues from services or software products, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further implement its business plan and generate additional products and revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to realize revenues and in its ability to raise additional funds, there can be no assurances that it will accomplish either. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SHARE CAPITAL

The Company is authorized to issue 100,000,000 shares of common stock ($0.001 par value) and 1,000,000 shares of preferred stock ($0.001 par value). The Company issued 3,500,000 shares of its common stock to its incorporator (chief executive officer and president), for organization expense and services. These services and direct costs were valued at $3,500. Following its formation, the Company issued 1,000,000 shares of common stock to our incorporator, as consideration for the purchase of a business plan along with developmental code and software. Our incorporator, incurred approximately $1,000 in costs and other payments to develop this asset. The acquisition of the business plan along with developmental code and software was valued at $1,000.

At August 31, 2014, there are 4,500,000 shares of common stock issued and outstanding.

NOTE 5 – LOANS - UNRELATED PARTY

As of August 31, 2014 the Company received $20,111 in loan proceeds from an unrelated party. Our incorporator and founder have a long term business relationship with this unrelated party and secured these loans in order to fund working capital expenses. The Company received $8,222 and $10,225 during the years ended August 31, 2014 and 2013, respectively. The Company has not repaid any portion of the loans to the unrelated party. The Company does not expect to repay these loans anytime soon. These loans are unsecured and carry no interest rate or repayment terms.

NOTE 6 – INCOME TAXES

As of August 31, 2014 and 2013, the Company had net operating loss carry forwards of $175,061 and $83,988, respectively. These amounts may be available to reduce future years’ taxable income.

		As of August 31, 2014		As of August 31, 2013
Deferred tax assets:
Net operating tax carry-forwards	$	61,271	$	29,396
Other		-		-
Gross deferred tax assets		61,271		29,396
Valuation allowance		(61,271)		(29,396)
Net deferred tax assets	$	-	$	-

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

NOTE 7 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of August 31, 2014 through January 5, 2015, the date these financial statements were available. The Company determined that there are two reportable subsequent events. The Company is in negotiations to purchase a software package that will enhance the Company’s energy saving portfolio. During December 2014 the Company received $9,000 in loans – unrelated party to fund working capital expenditures. These loans are unsecured and carry no interest rate and are due and payable upon demand.

F-10

MetaSolutions, Inc.

(a Development Stage Company)

Balance Sheets

		November 30, 2014		August 31, 2014
		(unaudited)		(audited)
ASSETS
CURRENT ASSETS:
Cash	$	-	$	-
Other receivables		-		-
Total Current Assets		-		-
OTHER ASSETS:
Software development costs, net		-		-
Intangible asset, net		-		-
Total Other Assets		-		-
TOTAL ASSETS	$	-	$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	131,250	$	120,450
Accrued compensation		34,500		30,000
Loans – related party		-		-
Loans – unrelated party		23,715		20,111
TOTAL LIABILITIES		189,465		170,561
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		-		-
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,500,000 shares issued and outstanding		4,500		4,500
Additional paid in capital		-		-
Deficit accumulated during development stage		(193,965)		(175,061)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(189,465)		(170,561)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	-	$	-

See notes to the financial statements.

F-11

MetaSolutions, Inc.

(a Development Stage Company)

Statements of Operations

(unaudited)

		For the three months ended November 30, 2014		For the three months ended November 30, 2013		For the period August 29, 2012 (inception) through November 30, 2014
Service revenue	$	-	$	-	$	-
Expenses:
Officer compensation		4,500		4,500		34,500
Software development costs		7,200		14,000		104,200
Consulting services		3,600		3,800		27,050
Travel/business development		3,604		3,158		19,822
Other expense		-		151		3,893
Amortization expense		-		-		1,000
Organizational expense		-		-		3,500
Loss before provision for income tax		18,904		25,609		193,965
Provision for income tax		-		-		-
Net loss	$	(18,904)	$	(25,609)	$	(193,965)
Basic and diluted loss per share	$	(0.00)	$	(0.01)
Weighted average common shares outstanding - basic and diluted		4,500,000		4,500,000

See notes to the financial statements.

F-12

MetaSolutions, Inc.

(a Development Stage Company)

Statements of Cash Flows

(unaudited)

		For the three months ended November 30, 2014		For the three months ended November 30, 2013		For the period August 29, 2012 (inception) through November 30, 2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(18,904)	$	(25,609)	$	(193,965)
Amortization		-		-		1,000
Shares issued for organizational expense		-		-		3,500
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in accounts payable		10,800		17,800		131,250
Change in accrued compensation		4,500		4,500		34,500
Change in deferred expenses		-		-		-
Net Cash (Used in) Operating Activities		(3,604)		(3,309)		(23,715)
CASH FLOW FROM INVESTING ACTIVITIES		-		-		-
CASH FLOW FROM FINANCING ACTIVITIES:
Loans from unrelated party		3,604		3,309		23,715
Repayment of loans		-		-		-
Net Cash Provided by Financing Activities		3,604		3,309		23,715
CHANGE IN CASH		-		-		-
CASH AT BEGINNING OF PERIOD		-		-		-
CASH AT END OF PERIOD	$	-	$	-	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-
Non-cash investing and financing activities:
Stock issued for intangible asset	$	-	$	-	$	1,000

See notes to the financial statements.

F-13

MetaSolutions, Inc.

(a Development Stage Company)

Notes to the Financial Statements

November 30, 2014

NOTE 1 – ORGANIZATION

MetaSolutions, Inc. (the Company) was incorporated under the laws of the State of Nevada on August 29, 2012. The Company issued 3,500,000 shares of common stock to its founder at inception in exchange for organizational costs. Following its formation, the Company issued 1,000,000 shares of common stock to our founder, as consideration for the purchase of a business plan along with developmental code and software. Our founder paid approximately $1,000 for the business plan, software and development code. The acquisition was valued at $1,000.

The Company has not generated revenues from its planned principal operations and is considered a development stage company as that term is defined by Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities.

The Company will acquire and/or develop software and services that will significantly enhance the ability for small to medium sized businesses to control their energy costs through a program. The Company’s products and services will use proprietary technology that will enable businesses to obtain substantial improvements in performance, reliability and usability when it comes to energy equipment and costs.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August 31, year-end.

b.

Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

c.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

d.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

e.

Earnings (Loss) per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

F-14

f.

Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal income tax.

g.

Advertising

Advertising will be expensed in the period in which it is incurred. There has been no advertising expense in the reporting period presented.

h.

Related Software Costs

Certain direct purchase and related development costs associated with software are capitalized and include external direct costs for services and payroll costs. These costs include employees devoting time to the software projects principally related to software coding, designing system interfaces and installation and testing of the software. These costs will be recorded as property and equipment and will be amortized over a period of three to five years beginning when the asset is substantially ready for use. Costs incurred during the development stage, as well as maintenance, code development and training costs are expensed as incurred.

i.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

For the period August 29, 2012 (inception) through August 31, 2012 we recognized $1,000 in amortization expense. Our proprietary business plan and modelling program was placed in service on August 29, 2012. We amortized this cost immediately during the period described above.

j.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $189,465 and a deficit accumulated during the development stage of $193,965 at November 30, 2014. As of November 30, 2014, the Company had not generated revenues from its product or services and had no committed sources of capital or financing.

While the Company is attempting to generate revenues from services or software products, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further implement its business plan and generate additional products and revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to realize revenues and in its ability to raise additional funds, there can be no assurances that it will accomplish either. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.

F-15

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SHARE CAPITAL

The Company is authorized to issue 100,000,000 shares of common stock ($0.001 par value) and 1,000,000 shares of preferred stock ($0.001 par value). The Company issued 3,500,000 shares of its common stock to its incorporator (chief executive officer and president), for organization expense and services. These services and direct costs were valued at $3,500. Following its formation, the Company issued 1,000,000 shares of common stock to our incorporator, as consideration for the purchase of a business plan along with developmental code and software. Our incorporator, incurred approximately $1,000 in costs and other payments to develop this asset. The acquisition of the business plan along with developmental code and software was valued at $1,000.

At November 30, 2014, there are 4,500,000 shares of common stock issued and outstanding.

NOTE 5 – LOANS - UNRELATED PARTY

As of November 30, 2014 the Company received $23,715 in loan proceeds from an unrelated party. Our incorporator and founder have a long term business relationship with this unrelated party and secured these loans in order to fund working capital expenses. The Company received $3,604 and $3,309 during the three months ended November 30, 2014 and 2013, respectively. The Company has not repaid any portion of the loans to the unrelated party. The Company does not expect to repay these loans anytime soon. These loans are unsecured and carry no interest rate or repayment terms.

NOTE 6 – INCOME TAXES

As of November 30, 2014, the Company had net operating loss carry forwards of $193,965. These amounts may be available to reduce future years’ taxable income.

		As of November 30, 2014
Deferred tax assets:
Net operating tax carry-forwards	$	67,888
Other		-
Gross deferred tax assets		67,888
Valuation allowance		(67,888)
Net deferred tax assets	$	-

Realization of deferred tax asset is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

NOTE 7 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of November 30, 2014 through January 5, 2015, the date these financial statements were available. The Company determined that there are two reportable subsequent events. The Company is in negotiations to purchase a software package that will enhance the Company’s energy saving portfolio. During December 2014 the Company received $9,000 in loans – unrelated party to fund working capital expenditures. These loans are unsecured and carry no interest rate and are due and payable upon demand.

F-16

This prospectus is part of a registration statement filed with the SEC. You should rely only on the information or representations provided in this prospectus. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document.

No one (including any salesman or broker) is authorized to provide oral or written information about the Offering that is not included in this prospectus.

The information contained in this prospectus is correct only as of the date set forth on the cover page, regardless of the time of the delivery of this prospectus.

Until ________, 2015 (90 days after the commencement of this Offering), all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

4,500,000 Shares

MetaSolutions, Inc.

Common Stock

PROSPECTUS

_______________, 2015

TABLE OF CONTENTS

SUMMARY FINANCIAL DATA	6
RISK FACTORS	7
USE OF PROCEEDS	17
THIS OFFERING	17
DETERMINATION OF OFFERING PRICE	19
DILUTION	19
DIVIDEND POLICY	20
MARKET FOR SECURITIES	20
NOTE REGARDING FORWARD-LOOKING STATEMENTS	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	22
BUSINESS	30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	38
DESCRIPTION OF CAPITAL STOCK	38
PLAN OF DISTRIBUTION	41
LEGAL MATTERS	46
EXPERTS	46
UNAUDITED INTERIM FINANCIAL STATEMENTS	46
WHERE YOU CAN FIND MORE INFORMATION	46

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Company is bearing all expenses in connection with this registration statement other than sales commissions, underwriting discounts and underwriter's expense allowances designated as such. Estimated expenses payable by the Company in connection with the registration and distribution of the Common Stock registered hereby are as follows:

SEC Registration fee	$	5.23
NASD filing fee		100.00
Accounting fees and expenses*		8,000.00
Transfer agent fees*		1,500.00
Blue Sky fees and expenses*		2,500.00
Miscellaneous expenses*		2,894.77
Legal fees and expenses*		15,000.00
Total	$	30,000.00

*

Indicates expenses that have been estimated for filing purposes.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has a provision in its Certificate of Incorporation at Article XI thereof providing for indemnification of its officers and directors as follows.

Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.”

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the three years preceding the filing of this Form S-1, the Company issued securities without registration under the Securities Act on the terms and circumstances described in the following paragraphs.

Of the 4,500,000 outstanding shares, 3,500,000 were issued to Mr. McGoldrick, the Company’s founder, President, and Chief Executive Officer upon our incorporation in Nevada in August 2012 in exchange for organizational services rendered upon incorporation. Following its formation, the Company issued 1,000,000 shares of its common stock to Mr. McGoldrick, as consideration for our business plan and other intangible assets.

II-1

The foregoing issuances of securities were affected in reliance upon the exemption from registration provided by section 4(2) under the Securities Act of 1933, as amended on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of any securities and no general solicitations were made to any person.

Notwithstanding being accredited all of our security holders were provided with a final pre-filing copy of the Company’s Registration Statement and acknowledged having read and reviewed same and having no further questions with respect to their respective investments.

ITEM 16. EXHIBITS

3.1

Articles of Incorporation

3.2

By-Laws

5.1

Opinion of The Krueger Group, LLP

10.1

Conflict of Interest Agreement

14.1

Code of Business Conduct and Ethics

23.1

Consent of PLS CPA, A PROFESSIONAL CORPORATION

23.2

Consent of The Krueger Group, LLP (included in Exhibit 5.1)

99.1

Copy of Subscription Agreement

99.2

Escrow Agreement

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

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

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, that:

A.

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

B.

Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

II-2

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and this Offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this Offering.

4.

If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, PROVIDED that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

5.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i.

If the registrant is relying on Rule 430B (§230.430B of this chapter):

A.

Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B.

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in this Offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and this Offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-3

6.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to this Offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to this Offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

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

iv.

Any other communication that is an offer in this Offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lynbrook, State of New York on the 27^rd day of January, 2015.

METASOLUTIONS, INC.

/s/ Peter McGoldrick

By: Peter McGoldrick, President, CEO, Principal

Executive Officer, Treasurer, Chairman, CFO,

Principal Financial Officer and Principal Accounting

Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature(s)

Title(s)

Date

/s/ Peter McGoldrick

January 27, 2015

By: Peter McGoldrick

President, CEO, Principal Executive Officer,

Chief Executive Officer

Treasurer, Chairman, CFO, Principal Financial

Officer and Principal Accounting Officer

II-5

EX-3.1

EXHIBIT 3.1

EX-3.2

EXHIBIT 3.2

EX-5.1

EXHIBIT 5.1 AND 23.2

January 27, 2015

United States Securities

and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Re:

MetaSolutions, Inc. (hereinafter “MSI”) Registration Statement on Form S-1 relating to a maximum of 4,500,000 shares of MSI Common Stock par value $.001 per share

Gentlemen:

We are special counsel to MetaSolutions, Inc., a Nevada corporation. We have been requested by MSI to furnish you with our opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (“Registration Statement”) covering a maximum of 4,500,000 shares which will be offered by MSI.

In connection with this opinion, we have examined the Registration Statement, the Certificate of Incorporation and By-Laws of MSI, copies of the records of corporate proceedings of MSI, and copies of such other agreements, instruments and documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

Based upon and subject to the foregoing, we are of the opinion that the shares being offered and registered when sold in the manner described in the Registration Statement will be legally issued, fully paid and non-assessable. This opinion opines upon Nevada law, including the statutory provisions as well as all applicable provisions of the Nevada constitution and reported decisions interpreting the laws.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus included in the registration statement.

Very truly yours,

/s/ The Krueger Group, LLP

The Krueger Group, LLP

EX-10.1

EXHIBIT 10.1

CONFLICT OF INTEREST AGREEMENT

AGREEMENT dated this 30^th day of December 2014, by and between MetaSolutions, Inc. (hereinafter “MetaSolutions”), a Nevada corporation, with offices located at 34 Randall Avenue Suite 100, Lynbrook New York 11563 and Peter McGoldrick, President of MetaSolutions.

The parties hereto agree and acknowledge that by virtue of Peter McGoldrick’s other business activities as described in MetaSolutions’ Form S-1 Registration Statement, certain potential conflicts of interest may arise.

In an effort to resolve such potential conflicts of interest, we have entered into this written agreement with Peter McGoldrick:

·

any business opportunities that Peter McGoldrick may become aware of independently or directly through his association with us would be presented by him solely to us;

·

any business opportunities disclosed to Peter McGoldrick by the management of other entities would not be presented by him to us if so requested by them;

·

any business opportunities disclosed to Peter McGoldrick by us would not be presented by him to any other entity, unless and until we passed upon same; and

·

in the event that the same business opportunity is presented to Peter McGoldrick by both us and any other business entity, he shall only render his services to the business entity that first disclosed such business opportunity to her.

The above constitutes the entire Agreement between the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 30^th day of December 2014.

METASOLUTIONS, INC.

By: /s/ Peter McGoldrick

Peter McGoldrick, President

By: /s/ Peter McGoldrick

Peter McGoldrick, Individually

EX-14.1

EXHIBIT 14.1

METASOLUTIONS, INC.

CODE OF BUSINESS ETHICS AND CONDUCT

Overview

Policy Statement

MetaSolutions, Inc. (“MetaSolutions” or the “Company”) is committed to complying with all applicable laws and regulations and to adhering to the highest ethical standards of conduct in its business. This is not just a matter of being a good corporate citizen. It is essential to the long-term interests of our employees and stockholders. MetaSolutions' business may be subject to oversight by numerous federal and state government entities. The number of laws, regulations and other legal requirements that may affect the Company's business will undoubtedly increase. These changes will also create new challenges as we adapt ourselves and our business to new situations. In light of these challenges, it is absolutely necessary that we have a central set of guiding principles to act as a legal and ethical compass for our employees. This Code of Business Ethics and Conduct (“Code”) is intended to provide that compass.

The principles set forth in this Code represent a broad outline of the standards of business conduct which MetaSolutions expects its employees to follow. This Code cannot cover every situation which employees may confront in the day-to-day conduct of business. Additionally, under certain circumstances local country law may establish requirements that differ from this Code. MetaSolutions employees worldwide are expected to comply with all local country laws and MetaSolutions business conduct policies in the area in which they are conducting business. In the final analysis, the Company must rely on the individual judgment and personal ethical standards of each of its employees and representatives to maintain our standard of honesty and integrity. MetaSolutions demands strict adherence to the letter and spirit of all laws and regulations applicable to the conduct of its business. It also demands the highest standards of integrity and ethical behavior from its employees and representatives

It is essential that we all keep an eye out for possible infringements of MetaSolutions’ business ethics—whether these infringements occur in dealings with the government or in the private sector, and whether they occur because of oversight or intention. If you have a question about how to apply this Code in a specific situation or about a possible violation, you should consult with the Human Resources Department or the Company’s main officer.

Training and Education Programs

Training and education on this Code will be provided for all MetaSolutions employees and members of our Board of Directors. All employees and Board members will be required to sign an Acknowledgement Form indicating their receipt, understanding and acceptance of the terms of this Code. Periodically, employees may be requested and required to acknowledge their understanding of this Code and any subsequent amendments. Participation in any mandatory training and acknowledgement of this Code is a condition of continued employment by MetaSolutions.

Applicability

This Code applies to all directors, officers and employees of MetaSolutions. This Code also applies, as appropriate, to our consultants, agents and other representatives.

Waivers

Any waiver of any provision of this Code for a member of the Board of Directors or an executive officer must be approved by the Audit Committee of the Board of Directors and promptly disclosed as required by law or stock exchange regulation. Any waiver of any provision of this Code with respect to any other employee, agent or contractor must be approved by the Human Resources Department or the Company’s main officer.

Disciplinary Action

It is the responsibility of every employee to conduct the Company’s business in conformity with the law and the basic principles set forth in this Corporate Code. Adherence to the principles set forth in this Code is essential to our objective of maintaining the confidence and support of our customers, business partners, governmental agencies, stockholders, and the communities in which we work and live. Disciplinary action, as appropriate but up to and including termination, shall be taken for conduct that violates applicable laws or regulations or this Code. Discipline may extend, as appropriate, to individuals responsible for the failure to prevent, detect or report a violation.

Reporting and Managing Suspected Violations

Reporting of Violations

Directors, officers and employees shall report any conduct which they believe in good faith to be a violation or apparent violation of this Code. These persons are encouraged to talk to supervisors, the Human Resources Department or the Company’s main officer about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. The Company prohibits retaliation for reports of misconduct by others made in good faith by employees. Directors, officers and employees are expected to cooperate in internal investigations of misconduct.

Directors, officers and employees are expected to act proactively, raising concerns about ethical issues, violations of this Code, or governmental rules, laws and regulations. All reports are taken seriously. Each allegation is investigated and, if substantiated, resolved through appropriate corrective action and / or discipline. If an individual making such allegations chooses to identify him or herself, he or she will be provided with feedback when the Human Resources Department or the Company’s main officer has completed his/her review.

If you feel uncomfortable reporting directly or you wish to remain anonymous, you may report the incident to the Human Resources Department or the Company’s main officer in writing anonymously.

No individual who in good faith reports suspected wrongdoing shall be subject to retaliation or discipline for having done so. If a reporting individual is directly involved in a violation of this Code, the fact that he or she reported the violation will be given appropriate consideration in any resulting disciplinary action. Failure to report wrongdoing of which an individual has knowledge may, by itself, be a basis for disciplinary action, up to and including termination for cause.

Responding to Violations

If a violation of any applicable law or regulation relating to the conduct of our business or of this Code is reported or detected, we will take all reasonable steps to respond appropriately to the violation and to prevent further similar violations. When the Human Resources Department or the Company’s main officer or appropriate department manager receives information regarding a possible violation of any applicable law or regulation, he/she shall take appropriate steps to examine information and conduct the investigation necessary to determine whether an actual violation has occurred. If a violation has occurred, the Human Resources Department or the Company’s main officer or the Board of Directors, as appropriate, will ensure that appropriate disciplinary action is taken and will consider necessary modifications to our compliance procedures to diminish the chances of recurring violations. Disciplinary action may extend, as appropriate, up to and including discipline or termination of any employee that has participated in the violation.

Retaliation is prohibited

The Company will not tolerate retaliation against any person who, in good faith, reports any suspected violation of this Code or participates in any investigation of the matter. In the event that any employee believes that he/she has been subject to any such retaliation, that employee should immediately report that matter to the Human Resources Department or the Company’s main officer. Any such report of retaliation will also be immediately investigated, and appropriate remedial action will be taken.

Ensuring a Professional Working Environment

The following is a brief description of key issues relating to employees and our relationships while at work. The Company has detailed policies on these matters. Please refer to the MetaSolutions Employee Handbook.

Equal Opportunity

MetaSolutions encourages a creative, diverse and supportive work environment and bases all employment decisions on the principles of equal employment opportunity. MetaSolutions managers are expected to make all employment decisions based on merit, experience and sound business reasons. MetaSolutions policy prohibits discrimination on the basis of sex, race, religion, color, national origin or ancestry, disability, medical condition, marital or veteran status, age, sexual orientation or any other basis protected by law in every jurisdiction that we operate. It is the responsibility of all MetaSolutions employees to conform to this policy.

This policy applies to all employees, applicants for employment, or others who may be present in the workplace. Any person who feels he or she has been discriminated against, or feels he or she has witnessed such action, is strongly encouraged to report the incident.

Harassment

MetaSolutions strives to maintain a workplace free from harassment and where all employees are treated with respect. MetaSolutions’ policy prohibits harassment on the basis of sex, race, religion, color, national origin or ancestry, disability, medical condition, marital or veteran status, age, sexual orientation or any other basis protected by law in every jurisdiction that we operate.

Harassing behavior will not be tolerated. Harassment includes unwelcome conduct of a verbal or physical nature, when such conduct has the purpose or effect of creating an intimidating, hostile or offensive working environment as defined by law, has the purpose or effect of unreasonably interfering with an individual’s work performance, or adversely affects an individual’s employment opportunities. Examples of improper harassment include:

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Verbal harassment: epithets, derogatory comments, slurs or innuendos

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Visual harassment: derogatory, offensive or graphic written, printed or electronic materials

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Physical harassment: unwelcome touching or physical interference

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Sexual harassment: unwanted sexual advances such as repeated requests for dates, leering, making sexual gestures or displaying sexually suggestive objects or pictures, requests for sexual favors, or other verbal or physical conduct of a sexual nature

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Retaliation: negative employment action taken against an employee making a claim of harassment or assisting in an investigation

If you believe you have experienced or observed illegal harassment you should immediately contact your manager or Human Resources. Any manager who receives information about alleged harassment or discrimination is required to immediately report it to Human Resources.

The facts and circumstances of any claim will be fully investigated by Human Resources so that appropriate corrective action can be taken. Any employee who is determined by MetaSolutions to have engaged in the harassment of another individual will be subject to severe discipline, up to and including termination.

Information Resources and Electronic Communications

MetaSolutions’ information resources, including email, computers, phones and fax/copy machines, are MetaSolutions property and intended for MetaSolutions-related business use. While MetaSolutions understands that employees may sometimes use such resources for personal interests, such use should be limited and consistent with the other policies outlined in this Code. Personal messages via email and voice mail may be sent, but should be minimized and brief. You may not, however, send messages that may be perceived as obscene, harassing or threatening. Misuse of MetaSolutions’ communications systems is considered misconduct and may result in disciplinary action up to and including termination.

MetaSolutions reserves the right to examine, use, copy and/or delete user files or other information consistent with MetaSolutions’ business interests and applicable law. Because all email and voice mail stored in MetaSolutions’ equipment is considered company property, MetaSolutions may periodically check usage to correct network problems, confirm proper use and establish security. Therefore, you should not have any expectation of personal privacy for messages that you send, receive or store on these systems. Accessing the email or voice mail of any employee by another employee is strictly prohibited without their consent. If there is a legitimate business reason to access the email or voice mail of another employee, please present your request to your manager who will seek approval through senior management. Only the IT Department, or designees, may access the email or voicemail of another employee.

Environmental Compliance and Safety

MetaSolutions is committed to environmental responsibility. The Company will comply with all federal, state and local regulations relating to the protection of the environment in the conduct of its business. It is the responsibility of all of our employees to ensure that their activities strictly adhere to applicable laws, regulations, and permit requirements, as well as to all Company policies and procedures on environmental protection. In addition, employees must report all circumstances in which regulated materials or wastes are improperly discharged, treated, or transported. Environmental misconduct, even if totally unintentional, carries severe penalties and could result in criminal prosecution of employees involved and the Company.

MetaSolutions strives to provide a safe and healthy workplace for our employees and to conduct operations with minimal environmental impact. It is the responsibility of associates at each MetaSolutions site to comply with all applicable local regulations. Each site must also comply with the corporate Environmental Health & Safety manual and its requirements.

Avoiding Conflicts of Interest

Employees are expected to make or participate in business decisions in the course of their employment with MetaSolutions based on the best interests of the company as a whole, and not based on personal relationships or benefits. We have no desire to infringe on the personal lives of our employees and respect the right of our employees to manage their own affairs. However, conflicts of interest can compromise employees’ business ethics.

At MetaSolutions, a conflict of interest is any activity that is inconsistent with or opposed to MetaSolutions’ interests, or gives the appearance of impropriety. A conflict of interest arises whenever an employee has an interest in any business or property or an obligation to any person that might affect the employee's fulfillment of responsibilities to MetaSolutions. An example of a conflict of interest is any opportunity for personal gain by an employee arising as a result of employment with MetaSolutions but apart from the normal compensation provided by the Company, such as the receipt of a commission from a supplier for getting them business from MetaSolutions.

Our employees must avoid situations or relationships where their personal interests could conflict, or reasonably appear to conflict, with the interests of the Company. While an activity constituting an actual conflict of interest is never acceptable, you must avoid activity involving even the appearance of such a conflict. In addition, you may not circumvent this policy by using other people to indirectly do what you are prohibited from doing yourself.

While it is difficult to list all of the various ways in which a conflict can arise, they often involve one or more of the following issues:

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Outside board memberships

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Outside business interests

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Outside investments

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Outside employment

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Business relationships with friends or relatives

Set forth below is specific guidance for some areas of potential conflict of interest that require special attention. These are merely examples. Ultimately, it is the responsibility of each individual to assess each situation. Employees are urged to discuss any potential conflicts of interest with their manager, or the Human Resources Department or the Company’s main officer.

Employees are expected to disclose to their supervisors any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business.

Certain activities may be authorized if approved in advance by an appropriate level of MetaSolutions management. Prior to engaging in an activity that constitutes a potential conflict of interest, you must disclose the situation in writing and obtain written approval. You should disclose the matter to your manager, who will review the matter with Human Resources, and if necessary the Company’s main officer, and respond with MetaSolutions’ approval or denial in writing.

Waivers of conflicts of interest involving MetaSolutions’ directors and executive officers require the approval of the Audit Committee of the Board of Directors.

Outside Board Memberships

As a rule, it is a conflict of interest to serve as a director or as a member of an Advisory Board (AB) of any current or likely competitor of MetaSolutions. Although you may serve as a director or AB member of a company supplier, customer or other business partner, our policy requires that you first obtain approval from Human Resources before accepting such a position. Approval may be subject to conditions. Approval is likely to be denied where the MetaSolutions employee either directly or indirectly has responsibility to affect or implement MetaSolutions’ business relationship with the other company. Any compensation that you receive as a director or AB member should be commensurate to your responsibilities. Generally, however, employees may not receive any form of compensation for service on a board of directors of a company if the service is at the request of the company or in connection with MetaSolutions’ investment in that company, or the directorship is in connection with a MetaSolutions relationship.

MetaSolutions employees should recognize outside board memberships as an opportunity to provide expertise and to broaden their experience. However, they should never place you in a position where another company expects to use an employee’s board membership as a way to influence MetaSolutions decisions or to obtain access to MetaSolutions confidential information.

MetaSolutions may periodically conduct an inquiry to determine the status of employee membership on outside boards and may rescind prior approvals in order to avoid a conflict of interest or for any reason deemed to be in the best interests of the Company.

Outside Business Interests and Corporate Opportunities

Employees should avoid any outside financial interests that might influence their decisions or actions on behalf of the Company.

MetaSolutions employees will occasionally find themselves in a position to invest in MetaSolutions partners or customers. MetaSolutions policy prohibits personal investments in any MetaSolutions customer, supplier or competitor without disclosure to the Human Resources Department or the Company’s main officer and approval by senior management (who may require approval from the Board of Directors). In cases where the investment may cause divided loyalty or the perception of conflict of interest, approval is likely to be denied. (Note: this restriction does not apply to holdings of one percent or less of the stock or other securities of a corporation whose shares are publicly traded, provided that the investment is not so large financially either in absolute dollars or percentage of the individual’s total investment portfolio that it creates the appearance of a conflict of interest.) In addition, as a MetaSolutions employee, you may not make investments based on your access to customer/supplier confidential information.

If an investment is made and/or approval is granted, and an employee subsequently finds himself in a potentially conflicted position, the employee should disclose his conflict of interest to all involved and recuse himself from any involvement with the relationship until divested of the investment.

Employees are also responsible for advancing the company’s legitimate interests when the opportunity arises. Employees are prohibited from taking personal opportunities that are discovered through the use of corporate property, information or position, using corporate property, information or position for personal gain, or competing with MetaSolutions.

Outside Employment and Activities

Although MetaSolutions does not prohibit all outside employment, MetaSolutions’ employees may not accept outside employment or consulting positions or engage in outside activities that would have a negative impact on the performance of their job, conflict with their obligations to MetaSolutions, or in any way negatively affect the Company’s reputation. Examples of prohibited employment include, but are not limited to:

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Performing work for a customer or supplier unless prior written approval of the Human Resources Department or the Company’s main officer is obtained.

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Performing work for any company that is a MetaSolutions competitor.

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Engaging in services or selling products that directly compete with MetaSolutions services or products.

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Engaging in activities that support or promote a competitor’s products or services.

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Engaging in outside employment that uses your time at MetaSolutions or the resources of the Company.

MetaSolutions employees may also be requested to speak at outside events. Speaking at events, when it is in MetaSolutions’ best interests, is considered part of an employee’s normal job responsibilities. Because employees may spend work time preparing for, attending and delivering presentations approved by management and are therefore already compensated for their efforts, employees should not request or negotiate a fee from the organization sponsoring the speech. An unsolicited fee may be accepted with written authorization from the Human Resources Department or the Company’s main officer, or alternatively, a fee can be requested and accepted provided it is accepted on MetaSolutions’ behalf or donated to a non-profit charitable organization on MetaSolutions’ behalf.

Receiving Gifts or Gratuities

Our employees and members of their families must not accept gifts of money under any circumstances, nor may they solicit non-monetary gifts, gratuities or any other personal benefits or favors from our vendors, customers or competitors. Employees and members of their immediate families may accept unsolicited, non-monetary gratuities of the following nature from a business, firm or individual doing or seeking to do business with MetaSolutions:

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Gifts of nominal value, or gifts of an advertising or promotional nature (such as inexpensive novelties).

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Reasonable business meals and entertainment.

The foregoing exceptions should be infrequent, consistent with accepted business practice and for the express purpose of furthering a business relationship.

In rare circumstances, gifts of more than nominal value may be accepted on behalf of MetaSolutions (not an individual) with the approval your supervisor if protocol, courtesy, or other special circumstances require. However, all such gifts must be turned over to Human Resources for appropriate disposition.

MetaSolutions' personnel should courteously decline or return any kind of gift, favor, or offer of an excessive value which violates this Code and inform the offertory of our policy.

Giving Gifts or Gratuities

MetaSolutions prohibits giving monetary or other compensation to people employed by MetaSolutions customers or vendors. Advertising novelties, nominal gifts or entertainment may only be given to customers and vendors at MetaSolutions’ expense if:

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They are consistent with accepted business practice,

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They are of nominal value and cannot be construed as a bribe or payoff, and

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They do not violate any law, government regulation or generally accepted ethical standards, including state and federal procurement laws and regulations and the U.S. Foreign Corrupt Practices Act, discussed later in this Code.

In all cases, the exchange of gifts must be conducted so there is no appearance of impropriety and public disclosure would not embarrass MetaSolutions.

Personal Financial Transactions and Loans

MetaSolutions executive officers and other employees in management or supervisory positions should not engage in financial transactions with employees in the form of substantive loans, whether or not that employee is under the direct leadership of that supervisor. MetaSolutions executive officers and other employees in management or supervisory positions are also prohibited from accepting loans from employees.

From time to time, certain departments may ask for voluntary contributions from employees for such events as weddings and birthdays. While the Company does not discourage this type of activity, no employee should feel that he/she is compelled to contribute. Should an employee feel that he/she is being coerced into participating in any such fund raising, he/she should immediately bring it to the attention of the Human Resources Department or the Company’s main officer or report it anonymously via the Ethics Hotline.

Loans to or guarantees of obligations of loans by MetaSolutions are not permitted to any member of our Board of Directors or any MetaSolutions executive officer. If a transaction could in any way be construed as a loan or guarantee to one of these individuals, contact the Human Resources Department or the Company’s main officer for advice before proceeding.

Related Party Transactions

You should avoid conducting company business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role. If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to your manager. If the relationship is determined to be material by your manager, the question should be reviewed by the Human Resources Department or the Company’s main officer and approved in writing in advance of such related party transaction. All related party transactions dealing with parties related to an executive officer or member of our Board of Directors must be pre-approved by the Audit Committee of the Board of Directors. Any dealings with a related party must be conducted in such a way that no preferential treatment is given.

Working with Relatives

Supervisory relationships with family members or significant others present special workplace problems, including a conflict of interest, or at least the appearance of conflict. MetaSolutions discourages the employment of relatives and significant others within the same department and prohibits the employment of such individuals in positions with a direct reporting relationship or where significant influence over personnel decisions resides in one employee. If such a relationship exists or occurs, or if a question arises about whether a relationship is covered by this policy, the employee must report it in writing to his supervisor and Human Resources. Human Resources has the ultimate responsibility for determining the applicability of this policy.

Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring it to the attention of his/her supervisor and Human Resources. Reassignment may be an option.

Other Possible Conflicts of Interest

Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind, you should consult your manager.

Handling and Protecting Confidential Information

Proprietary/Confidential Information of MetaSolutions

During your employment with MetaSolutions, you will have access to various forms of proprietary and confidential information regarding MetaSolutions. Any information concerning MetaSolutions, its products or its business that is not generally available to others is confidential. Most of MetaSolutions’ technology and much of our other know-how and experience are protected as trade secrets. Such trade secrets are valuable assets.The improper disclosure of proprietary or confidential information could significantly impact MetaSolutions’ competitive position and waste valuable company assets. In addition to constituting a violation of MetaSolutions policy, failure to observe this duty of confidentiality may additionally result in a conflict of interest or a violation of securities, antitrust, or employment laws and would be a violation of the agreement you signed when you joined MetaSolutions to protect and hold confidential MetaSolutions’ proprietary information.

Every employee must safeguard confidential information and prevent unauthorized disclosure and make sure that all authorized disclosures are made in accordance with MetaSolutions’ policies on control of confidential information. If you determine with your manager that disclosure of confidential information is necessary, you must then contact senior management to ensure that an appropriate written Nondisclosure Agreement (NDA) or other appropriate contract is signed prior to disclosure. If not previously signed, you must have a MetaSolutions standard NDA executed by the third party and an appropriate MetaSolutions signatory (refer to MetaSolutions’ signature policy). You may not sign a third party’s NDA or accept changes to MetaSolutions’ standard NDAs without review and approval by the President or CEO. No financial information may be disclosed about MetaSolutions without the prior approval of the Chief Financial Officer. In addition, all employees should ensure that all disclosures of MetaSolutions proprietary and confidential information meet the requirements set forth in MetaSolutions’ policies on control of confidential information regarding identification, classification, labeling, handling and destruction of confidential information.

The obligation to maintain the confidentiality of proprietary information continues even after your employment terminates. Likewise, MetaSolutions requires new employees to honor any continuing confidentiality obligations that they may have with previous employers.

Disclosure of Inventions

Any work developed by employees or contractors within the scope of their employment with or services to MetaSolutions belongs to MetaSolutions.

Confidential Information of Employees

Selected human resource and personnel information must be kept strictly confidential and used only for the purpose for which it is intended. Managers and other employees with access to an employee’s personal information are responsible for limiting access to that information to only those individuals with a legitimate business need to know. Please contact Human Resources for more specific guidance or for questions.

Confidential Information of Third Parties

In addition to protecting our own trade secrets, it is our policy to respect the trade secrets of others. Confidential information may be received from other companies or individuals in the course of MetaSolutions’ business. Confidential information should only be received under the auspices of a written agreement. Confidential information of a third party must be disclosed only to those MetaSolutions employees who need access to such information to perform their jobs for MetaSolutions and must not be disclosed to anyone outside of MetaSolutions without specific authorization. Unauthorized disclosures, including theft and misappropriation, may result in a loss of the value of the trade secrets and may constitute a crime or amount to a breach of contract. Finally, confidential information of a third party must not be used or copied by any MetaSolutions employee, except as permitted by the third-party owner.

Unsolicited third party confidential information should be refused. If inadvertently received by a MetaSolutions employee, confidential information should be returned unopened to the third party or transferred to the Human Resources Department or the Company’s main officer for appropriate disposition. If a MetaSolutions employee is furnished with information or becomes aware of information which may have been misappropriated from another party, the employee must immediately contact the Human Resources Department or the Company’s main officer.

Legal Requests for Disclosure

MetaSolutions’ employees, agents and contractors must consult with the Human Resources Department or the Company’s main officer in connection with any legal inquiries, lawsuits and legally related investigations and requests for information, documents or interviews. All government requests for information, documents or investigative interviews must also be referred to the Human Resources Department or the Company’s main officer.

Insider Information

Until released to the public, material information concerning our business, including its plans (present and future), financial performance, financial schedules, successes or failures, is considered "inside" information and, therefore, confidential. Inside information is "material" if it would likely affect a reasonable person's decision to buy, sell, or hold a company's securities. It includes any information that could reasonably affect the price of a security. Material non-public information may be positive or negative in nature.

All material non-public information concerning our business belongs to the Company, and all employees have a duty to exercise due care to maintain the integrity of such information. Our policy precludes the unauthorized disclosure of such information or use of such information for personal benefit. Any employee who uses such information for personal benefit or discloses it to others outside the Company violates his/her duty to our Company.

Once a public announcement has been made of material information, employees should wait until the second business day after the announcement before engaging in any transactions in our stock.

The prohibition on the use of inside information applies not only to knowledgeable Board members and officers, but also non-management employees and persons outside the Company (spouses, parents, friends, children, brokers, etc.) who have acquired the information directly or indirectly from us. The Board of Directors and officers are subject to more restrictions on the trading of stock. Any questions regarding insider trading should be directed to the Insider Trading Compliance Officer.

Third-Party Copyrighted Material

An appropriate license must be obtained prior to using any third-party copyrighted material. It is against company policy for any employee to copy, reproduce, scan, digitize, broadcast or modify third-party copyrighted material when preparing MetaSolutions products or promotional materials, unless written permission has been obtained. It is also against company policy for MetaSolutions employees to use the company’s facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others.

Communications with Media and Financial Analyst Community

MetaSolutions has established specific policies regarding communicating information to the media and information analyst community. In particular, company policy prohibits any unauthorized communications with outside parties, including analysts and the media, concerning MetaSolutions’ financial performance. If you are contacted by the media or financial analysts requesting this type of information, you should decline to comment and refer the inquiry to Corporate Communications/Investor Relations.

Document Retention and Destruction

MetaSolutions maintains records management policies for the retention, protection and disposition of company records to fulfill legal requirements as well as to increase operational efficiency and reduce our internal and external storage costs. Proper control of records helps to minimize litigation cost, fines imposed on the company and potential criminal prosecution of employees. Retention and disposition of MetaSolutions business records should be carried out in the normal course of business in accordance with our Document Retention Policy. If you have any questions, you should first review the Document Retention Policy before contacting your manager.

Accurate Business Communications and Records

MetaSolutions is committed to full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission (SEC) and in other public communications. To provide an accurate and auditable record of all financial transactions, MetaSolutions’ books, records, and accounts must be maintained in conformity with generally accepted accounting principles and the standards established by applicable laws and regulations.

Maintaining accurate and reliable business records is not only required by law, it is also of critical importance to the Company’s decision-making process and to the proper discharge of its financial, legal, and reporting obligations. All business records, expense accounts, vouchers, bills, payroll documents, service records, reports to government agencies and other reports, books, and records of MetaSolutions must be prepared with care and honesty. False or intentionally misleading entries in such reports are illegal and are not permitted. Further, the Company specifically requires that:

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All payments made on MetaSolutions’ behalf must be fully and accurately described in the supporting documentation.

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No payment may be approved or made with the intention or understanding that it is to be used for any purpose other than that described by the document supporting the payment.

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No access to MetaSolutions’ funds or assets will be allowed without proper authority.

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No fund or account may be established for a purpose that is not accurately described on the Company's books and records.

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The accounting requirements of each country in which MetaSolutions conducts business must be complied with.

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All expense reporting must be documented in an accurate manner and include all required signature approvals.

MetaSolutions has established accounting procedures and internal control procedures to ensure that financial transactions are accurately recorded. Strict compliance with these procedures is required at all times.

Our Relationship with Customers, Business Partners and Suppliers

Free and Fair Competition

The U.S. and most of the countries where we do business have laws designed to encourage and enforce free and fair competition. For example, the U.S. has antitrust laws and the European Union has fair competition laws. MetaSolutions is committed to obeying both the letter and spirit of these laws. We expect our employees to fully comply with all applicable antitrust and fair competition laws while engaged in activities on behalf of the Company.

Competitors

Antitrust or fair competition laws generally prohibit any activities that may restrain free trade. Agreements, written or oral, with competitors to do the following activities are strictly prohibited:

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Set prices and price-related terms and conditions (such as credit terms and discounts).

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Divide or allocate markets, territories or customers.

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Limit or restrict the development or production of products.

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Refuse to deal with, or boycott, particular customers or suppliers.

Collusion among competitors is illegal, and the consequences of a violation are severe. As a rule, contracts with competitors should be limited and should always avoid subjects such as prices or other terms and conditions of sale, customers and suppliers. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules, as purchases from or sales to competitors on non-competitive products. However, senior management must review all such proposed ventures in advance. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose and limits its activities to that purpose. You must avoid any discussion and must not enter into any agreements that may violate antitrust laws or give the perception of conflict of interest, even when brought up in a casual conversation.

Finally, employees, agents or contractors of MetaSolutions may not knowingly make false or misleading statements regarding its competitors or the products of its competitors. You should sell on the basis of MetaSolutions’ capabilities and benefits to the customer and follow these guidelines when discussing a competitor or its products:

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Avoid disparaging remarks about a MetaSolutions competitor.

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Avoid commenting on negative publicity about a MetaSolutions competitor.

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Avoid remarks based on rumor or other non-factual, unconfirmed data.

Distributors, Resellers and Customers

Antitrust and fair competition laws also often regulate a company’s relationships with its distributors, resellers and customers. The U.S. antitrust laws generally require that competing customers be treated fairly. For example, selling products of like grade and quality to competing customers at different prices during the same time period is generally prohibited except that a price difference may be permissible if the lower price was given in good faith to meet a competitor's price or the difference between the prices can be cost-justified or justified by the receipt of a valuable right, such as a release of liability. Likewise, promotional payments, services, and facilities (such as advertising displays) extended to one reseller must generally be made available on proportionately equal terms to all other resellers for the same product if those other customers are in competition with the recipient of the promotional assistance.

Antitrust and fair competitions laws generally address the following activities with distributors, resellers and/or customers:

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Requiring resellers to maintain particular resale prices.

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Discrimination based on prices, price-related terms and conditions, or promotional services provided to resellers where the effect of such discrimination would impact competition between the resellers (certain exceptions may apply where it is necessary to meet prices offered by the competition).

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Agreeing with customers regarding the selection of other customers or the termination of customers.

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Restricting distributors or resellers from carrying competing products.

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Under certain circumstances, requiring a customer to purchase one product in order to be eligible to purchase another product.

Antitrust and fair competition laws around the world are complex and therefore MetaSolutions sales and marketing employees must involve the senior management, and if necessary local counsel, before establishing pricing and contractual policies or deviating from existing policies. All employees should have a basic knowledge of these laws and should involve the Human Resources Department or the Company’s main officer early on when questionable situations arise.

Supplier Selection and Relationships

When choosing a supplier, you should follow MetaSolutions’ Supplier Selection and Evaluation Procedure. MetaSolutions is under no obligation to deal with all potential suppliers or award business to a supplier based solely on lowest price. However, employees should make decisions based on merits. You must avoid decisions that are based on, or give the impression of, unwarranted favoritism. You should consider quality, experience, reputation, technology, service and cost. You should give each bid equal and fair consideration before you make your decision.

MetaSolutions is an equal opportunity employer and encourages small and minority-owned businesses to become qualified and submit quotations to do business with MetaSolutions. You should promote this practice in your job.

In general, use of MetaSolutions’ name and logo by a supplier is not permitted. Any use of MetaSolutions’ name as an endorsement is not permitted unless a written approval is obtained from Corporate Communications.

Exchanging Confidential Information

In the course of doing business with a supplier or customer, you may have to exchange company confidential information. Do not give or accept confidential information until both parties have signed a Nondisclosure Agreement. See “Handling and Protecting Confidential Information” above.

Interacting with Communities and Governments

Compliance with Export Control Laws

Although MetaSolutions’ business does not generally involve the export of products, MetaSolutions, like all US parties, may send materials or ship items abroad for various reasons. Compliance with U.S. export laws and the trade regulations of other countries is the unequivocal policy of MetaSolutions and the responsibility of all MetaSolutions employees. No MetaSolutions employee shall effect a transaction in violation of such laws. The United States has strict export controls against countries that the U.S. government considers unfriendly or as supporting terrorism. These regulations are complex and apply both to exports from the United States and to exports of items from other countries when those items contain U.S. origin components or technology. Since these regulations are complicated and may periodically change, advice on specific transactions should be obtained from senior management who may consult legal counsel.

Customs Compliance for International Shipping

MetaSolutions’ policy is to comply fully with customs laws, regulations and policies in all countries where MetaSolutions does business. Accurate customs information on shipping documents is required for all international shipments. Employees should not initiate international shipping documents outside approved shipping systems or the shipping department.

Anti-Corruption Laws and Bribery

The Foreign Corrupt Practices Act (FCPA) and other laws prohibit a corporation and its employees and agents from directly or indirectly paying, or promising or offering to pay any money, gift or anything of value to any foreign governmental employee/official, foreign political party (or official thereof) or any candidate for foreign political office with the purpose of unlawfully influencing such person to make a decision that would favor MetaSolutions business. The FCPA applies to MetaSolutions, and it is company policy that MetaSolutions employees worldwide comply with the FCPA provisions. In addition to compliance with the FCPA, it is MetaSolutions policy that no improper or unethical payments to government officials worldwide shall be made.

The above prohibition also applies where MetaSolutions has knowledge of any such payment made by an agent, partner, reseller or third party on MetaSolutions’ behalf. To ensure compliance with the FCPA by all agents who act on behalf of MetaSolutions with government officials, you must review and follow any procedures established by MetaSolutions for hiring agents and representatives before hiring any third party that will act or appear to act on MetaSolutions’ behalf in the promotion of business to government agencies or government companies outside the United States.

Note that the FCPA and other anti-corruption laws provide exceptions for certain minor payments permissible under local law for the purpose of facilitating routine, non-discretionary acts or services, such as payments for processing governmental papers, telephone service or obtaining adequate police protection. While Company policy does not prohibit such payments if allowed by local law, in cases where facilitating payments may be involved, employees must seek advice and approval in advance from their immediate supervisor and the Human Resources Department or the Company’s main officer. Any such facilitating payments must be properly accounted for in the Company's records.

In addition to the anti-bribery provisions, the FCPA has separate accounting standards that require that proper controls be in place to ensure the lawful use of MetaSolutions assets. Pursuant to the FCPA accounting standards, no payment shall be made, or other transaction entered into, on behalf of MetaSolutions without proper management approval. Likewise, MetaSolutions funds, assets or services cannot be used for any purpose that is unlawful under the laws of the United States, any state thereof, or any jurisdiction (foreign or domestic). Complete and accurate records should be maintained of all transactions, including transactions that relate in any way, directly or indirectly, to a foreign government official. Additionally, no undisclosed or unrecorded funds or assets of MetaSolutions shall be established for any purpose, and no false or artificial entries shall be made in any MetaSolutions books or records for any reason. All employees must comply strictly with the accounting standards of the FCPA.

Finally, because it is illegal in almost all jurisdictions for a government official to receive personal payments as a result of their official duties, no contract or other agreement may be concluded between MetaSolutions, or any affiliate of MetaSolutions, and any business in which a government official is known to have an interest without the prior approval of the Human Resources Department or the Company’s main officer.

Any employee having information or knowledge of any unrecorded fund or asset transfer, or any violation of the FCPA, should immediately report that matter to the Human Resources Department or the Company’s main officer.

Relationships with Government Personnel

We require our employees, officers, and directors, as well as consultants, agents and other representatives adhere to the highest ethical standards of conduct when dealing with government personnel. The Company's dealings with federal, state, and local government officials must not only comply with the letter and spirit of all applicable laws and regulations, they must be free from even the appearance of impropriety. To ensure compliance with such laws, the Human Resources Department or the Company’s main officer must be contacted prior to any interactions with government officials that are not routine – a routine procedure or law applies to all companies or persons the same way under the law.

Gratuities and Gifts

Almost all governmental jurisdictions impose some kind of limit on the value of gifts that officials may receive and require disclosure of gifts above a certain threshold. Gifts typically include meals, beverages, travel and related expenses, honoraria, and tickets to entertainment or sporting events. The laws on gifts vary considerably depending upon the jurisdiction of the official who is the recipient of the gift. In any case, a gift or promise of anything of value to a government official or employee in the hope of obtaining favorable action is prohibited by company policy and by the laws of most jurisdictions. In addition, federal agencies and organizations have strict regulations which generally forbid federal officials and employees from asking for or accepting gifts from any person or company that is regulated by or does business with their agency or that are given for or because of their status as a federal official or employee.

MetaSolutions' employees, officers, and directors, as well as its consultants, lobbyists, agents, and other representatives must obey the law and respect the policies of federal government agencies and organizations with which MetaSolutions does business. As a general rule, giving anything of value to a federal official or employee is strictly prohibited. In those limited situations where federal law and the particular federal agency's or organization's rules permit its employees or officials to receive certain types of gifts, no gift may be offered or given without prior approval of an executive officer of the Company. The Company will not tolerate the giving of bribes, illegal gratuities, or improper gifts in any form to government personnel. Any employee who becomes aware of any such conduct should immediately report it to the Human Resources Department or the Company’s main officer.

If any MetaSolutions employee is asked by a government official or employee for a gift of any kind (including gifts of services), he/she she must courteously decline and immediately report the request to his/her supervisor or the Human Resources Department or the Company’s main officer.

Political Activities and Campaign Contributions

MetaSolutions may not use its funds or assets for political contributions worldwide without the prior authorization by the Board of Directors, who will consult with outside counsel and local counsel to clear any proposed political contributions using MetaSolutions assets. No MetaSolutions funds or assets may be contributed to any candidate for federal office or their committees, or to political action committees (PAC) supporting or opposing federal candidates.

The following are examples of political activities that are prohibited in connection with federal election:

·

Political contributions by an employee that are reimbursed by the Company through expense accounts or in other ways.

·

Contributions in kind, such as lending employees to political parties, using Company facilities or Company-provided transportation to support political campaigns, or performing services for political committees, campaigns, or candidates on Company time.

·

Indirect contributions by the Company through suppliers, customers, or agents.

MetaSolutions offices must obtain approval prior to the visits of government officials or political candidates to their locations to ensure that such visits do not constitute political contributions. Employees who have used MetaSolutions funds to make campaign contributions without obtaining the required approval in advance may be required to reimburse MetaSolutions for such expenses and will be subject to appropriate disciplinary action.

This policy is not intended to discourage or prevent MetaSolutions employees from engaging in political activities on their own time and at their own expense, or from making personal contributions to political candidates, political parties or PACs, or from expressing their personal views on legislative or political matters. However, it is improper for an employee to use his/her position within the Company to coerce political contributions from other employees for the purpose of supporting a political candidate, political party or PAC. Employees may make direct contributions of their own money, but such contributions are not reimbursable by MetaSolutions.

Special Obligations for Employees with Financial Reporting Responsibilities

As a public company it is of critical importance that MetaSolutions’ filings with the SEC be accurate and timely. Depending on their position, employees may be requested to provide information and certifications to assure that the Company’s public reports are complete, fair and understandable. MetaSolutions expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

The President and Chief Executive Officer and the Finance Department bear a special responsibility for promoting integrity throughout the organization. The Chief Executive Officer and Finance Department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the organization as a whole that ensures the fair and timely reporting of MetaSolutions’ financial results and condition.

Because of this special role, the President and Chief Executive Officer and all members of MetaSolutions’ Finance Department are bound by the following Financial Officer Code of Ethics, and by accepting this Code, each agrees that he or she will, to the best of his/her knowledge and ability:

·

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

·

Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that MetaSolutions files with, or submits to, governmental agencies and in other public communications.

·

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

·

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

·

Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.

·

Maintain skills and knowledge of one’s profession and important and relevant to MetaSolutions’ needs and share these with others as appropriate.

·

Proactively promote and be an example of ethical behavior in one’s staff, one’s peers and throughout the company.

·

Achieve responsible use of and control over all assets and resources employed or entrusted to him/her.

·

Promptly report to the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Financial Officer Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a violation.

Violations of this Financial Officer Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, up to an including termination of employment. If you believe that a violation of the Financial Officer Code of Ethics has occurred, please contact the Audit Committee of the Board of Directors or the Human Resources Department or the Company’s main officer.

Summary

MetaSolutions expects employees at all levels to observe and respect the laws and regulations and standards of business conduct that govern the conduct of our business. The Company is committed to designing, applying, and enforcing a corporate compliance program that will assist its employees in achieving this goal.

All employees are expected to read and understand this Code, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all contractors, representatives and agents are aware of, understand and adhere to these standards.

Remember that the provisions of this Code are fully binding on you, without exception, as long as you are a MetaSolutions employee. This Code is general in nature. There may be additional policies, procedures and rules that relate to employees in general or relate to your site or function and which you are expected to abide by.

Nothing in this Code or other related communications creates or implies an employment contract or term of employment.

Because we continuously review and update our policies and procedures, this Code is subject to modification. This Code supersedes all other such codes, policies, instructions, practices, rules and written or verbal representations to the extent they are inconsistent.

Please sign the acknowledgement form at the end of this Code and return the form to Human Resources indicating that you have received, read, understand and agree to comply with this Code. The signed acknowledgement will be located in your personnel file. Each year you may be asked to sign a new form and attend continued training.

METASOLUTIONS, INC.

CODE OF BUSINESS ETHICS AND CONDUCT

ACKNOWLEDGMENT FORM

I have received the MetaSolutions Code of Business Ethics and Conduct, carefully read it in its entirety, understand its provisions, and agree to comply with its provisions.

I realize that failure to observe and comply with all the Code's provisions will subject me to disciplinary action, up to and including termination.

I understand that this Code is not a contract of employment and that my compliance with this Code does not confer any right to continue in the service of the Company, or in any way affect my right to terminate employment with the Company.

Employee Date ______________________

Acknowledgment received from the above-named employee: ___________________________

Supervisor or HR Representative Date ___________________   _______________________

TO BE RETAINED IN EMPLOYEE'S PERSONNEL FILE

EX-23.1

EXHIBIT 23.1

PLS CPA, A PROFESSIONAL CORPORATION

t4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 764-5480

t E-MAIL changgpark@gmail.comt

January 27, 2015

To Whom It May Concern:

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated January 5, 2015, relating to the financial statements of MetaSolutions, Inc. as of August 31, 2014, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration Statement.

Very truly yours,

/s/ PLS CPA

PLS CPA, A Professional Corp.

San Diego, CA 92111

Registered with the Public Company Accounting Oversight Board

EX-99.1

EXHIBIT 99.1

METASOLUTIONS, INC.

SUBSCRIPTION AGREEMENT

1.

Investment:

The undersigned (the “Buyer”) subscribes for ____________ Shares of Common Stock (the “Shares”) of METASOLUTIONS, INC. (the “Company”) at $0.01 per share.

Total subscription price ($0.01 times the number of Shares): = $_____________________.

PLEASE MAKE ALL CHECKS PAYABLE TO: THE KRUEGER GROUP, LLP - ATTORNEY-CLIENT TRUST ACCOUNT AGENT F/B/O METASOLUTIONS, INC.

2.

Investor information:

Name (type or print)			SSN/EIN/Taxpayer I.D.
E-Mail address:
					Address
Joint Name (type or print)			SSN/EIN/Taxpayer I.D
E-Mail address:
					Address (If different from above)
Mailing Address (if different from above):
		Street					City/State	Zip
Business Phone:	(       )			Home Phone:		(       )

3.

Type of ownership: (You must check one box)

[   ]	Individual	[   ]	Custodian for
[   ]	Tenants in Common		Uniform Gifts to Minors Act of the State of: ___________________
[   ]	Joint Tenants with right of survivorship	[   ]	Corporation (Inc., LLC, LLP) – Please list all officers, directors, partners, managers, etc.:
[   ]	Trust
[   ]	Community Property	[   ]	Other (please explain)

4.

Further Representations, Warrants and Covenants.

Buyer hereby represents warrants, covenants and agrees as follows:

(a)

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

(b)

Except as set forth in the Prospectus (Form S-1 and all amendments) and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering.  In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c)

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

(d)

Subscriber acknowledges that MetaSolutions, Inc. is offering for sale a maximum of 4,500,000 shares of its common stock at a fixed price of $0.01 per share and that there is no minimum number of shares that must be sold in order for the offering to close.

5.

Acceptance of Subscription.

(a)

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

6.

Governing Law.

(a)

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

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

	INVESTOR SUBSCRIPTION ACCEPTED AS OF
		day of	,
Signature of Buyer
	METASOLUTIONS, INC.
Printed Name	34 RANDALL AVENUE, SUITE 100
	LYNBROOK, NY 11563
Date	By:
	President

Deliver completed subscription agreements and checks to:

BLAIR KRUEGER, ESQ.

MANAGING PARTNER

THE KRUEGER GROUP, LLP

7486 LA JOLLA BOULEVARD

LA JOLLA, CALIFORNIA  92037

(858) 405-7385

EX-99.2

EXHIBIT 99.2

ESCROW AGREEMENT

This agreement (the “Agreement”) is dated as of the 27^th day of January 2015 by and between MetaSolutions, Inc. (hereinafter the “Company”) located at 34 Randall Avenue, Suite 100, Lynbrook, New York 11563 and The Krueger Group, LLP located at 7486 La Jolla Boulevard, La Jolla, California 92037 (hereinafter the “Escrow Agent”).

RECITALS

WHEREAS, Escrow Agent warrants and represents that he has read and reviewed the Company’s Form S-1 Registration Statement as initially filed simultaneously with this Escrow Agreement (“Agreement”); and

WHEREAS, based upon such review and in particular, but not limited to that portion of the Registration Statement under the caption “This Offering,” Escrow Agent agrees with the Company to abide by all terms and conditions set forth under the aforesaid heading “This Offering”. A copy of such section being annexed hereto as Exhibit “A”, and

WHEREAS, the Company is in full agreement with Escrow Agent.

NOW THEREFORE, the parties hereto agree to abide by each of the terms and conditions as set forth in the Company’s Registration Statement as same relate to the Company’s offering of securities and the maintenance of the Escrow Account and as follows:

AGREEMENT

1.

Liability of Escrow Agent. In performing any duties under this Agreement, Escrow Agent shall not be liable to the Company or any investor in the Company’s shares (each, a “Party”) for consequential damages (including, without limitation lost profits), losses, or expenses, except for gross negligence or willful misconduct on the part of Escrow Agent. Escrow Agent shall not incur any such liability for (i) any act or failure to act made or omitted in good faith, or (ii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that Escrow Agent shall in good faith believe to be genuine, nor will Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, Escrow Agent may consult with legal counsel in connection with Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him/her in good faith in accordance with the advice of counsel. Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

2.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, Escrow Agent will not be required to determine the legitimacy, validity or legality of said controversy or to take any action regarding it. Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in Escrow Agent's discretion, Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, Escrow Agent will not be liable for damages. Furthermore, Escrow Agent may at its option, file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by Escrow Agent due to the interpleader action and which the Parties jointly and severally agree to pay. Upon initiating such action, Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

3.

Documents Presented to Escrow Agent; Request of Additional Documents. Escrow Agent may act in reliance upon any instrument or signature believed to be genuine and may assume that any person purporting to be a Party is in fact such person, provided that Escrow Agent may request such certificates, opinions or other documents evidencing such designations as it deems reasonably necessary. If Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary Parties shall join in furnishing such instruments.

4.

Reliance on Counsel. Escrow Agent may act relative hereto upon advice of counsel in reference to any matter connected herewith and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence.

5.

Complete Duties of Escrow Agent. This Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Agreement against Escrow Agent.

6.

No Representations by Escrow Agent. Escrow Agent makes no representation as to the validity, value, genuineness, negotiability or collectability of any security or other document or instrument held by or delivered to it.

7.

Indemnification of Escrow Agent. Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection herewith or to take any other action likely to involve it in expense unless first indemnified to its satisfaction. The Parties and their respective successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter.

8.

Expenses of Escrow Agent. In the event that the conditions of this Agreement are not promptly fulfilled, or if Escrow Agent renders any service not provided for in this Agreement, or if the Parties request a substantial modification of its terms, or if any controversy arises, or if Escrow Agent is made a Party to, or intervenes in, any litigation pertaining to this Agreement or its subject matter, Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney's fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation and Escrow Agent shall have the right to retain all documents and/or other things of value at any time held by Escrow Agent in this escrow until such compensation, fees, costs, and expenses are paid. The Parties jointly and severally promise to pay these sums upon demand.

9.

Modification; Amendment; Law Governing. This Agreement may be modified or amended; provided, however, that no modification, amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by all the Parties hereto. This Agreement shall be construed under and governed by the laws of the State of California without reference to principles of conflicts of law.

10.

Signature Pages. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

METASOLUTIONS, INC.	THE KRUEGER GROUP, LLP
34 RANDALL AVENUE, SUITE 100	7486 LA JOLLA BOULEVARD
LYNBROOK, NEW YORK 11563	LA JOLLA, CALIFORNIA 92037
By: /s/ Peter McGoldrick	By: /s/ Blair Krueger
Peter McGoldrick, President	Blair Krueger, Managing Partner

Exhibit A

This Offering

MetaSolutions, Inc. (“MSI”) is offering, on a best-efforts self-underwritten basis, a maximum of 4,500,000 shares of its common stock at a price of $0.01 per share. There is no minimum number of shares that must be sold by MSI for this Offering to close, and MSI will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, best efforts basis, which means MSI’s founder, President, and Chief Executive Officer, Mr. McGoldrick, will attempt to sell the shares himself. This prospectus will permit MSI’s founder, President, and Chief Executive Officer to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. McGoldrick will sell the shares himself and intends to offer them to friends, family members and business acquaintances. In offering the securities on MSI’s behalf, Mr. McGoldrick will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). The intended methods of communication include, without limitation, telephone and personal contacts.

The proceeds from the sale of the shares in this Offering will be made payable to The Krueger Group LLP – Attorney-Client Trust Account, MSI’s escrow agent. The Krueger Group LLP, acts as legal counsel for MSI and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to The Krueger Group LLP at the address provided on the Subscription Agreement (see Exhibit 99.1).

All subscription funds will be held in a noninterest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or provide for rescission rights).

The Company will deliver stock certificates attributable to the shares of common stock purchased directly by the purchasers within 30 days of the close of this Offering or as soon thereafter as practicable.

This Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings (if any), or net worth.

Shares of common stock offered by us

A maximum of 4,500,000 shares. There is no minimum number of shares that must be sold by us for this Offering to close.

Use of proceeds

MSI will use the proceeds from this Offering to pay for professional fees and other general expenses. Total estimated costs of this Offering ($30,000) is less than the maximum amount of Offering proceeds ($45,000).

Termination of this Offering

This Offering will conclude when all 4,500,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may at our discretion extend this Offering for an additional 180 days.

Risk factors

The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled “Risk Factors” and “Dilution” before making an investment in this stock.

Trading market

None. While a market maker has been approached to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) in order to apply for the inclusion of our common stock for quotation on the Over-the-Counter Bulletin Board (“OTCBB”), such efforts may not be successful and our shares may never be quoted and therefore owners of our common stock may not have a market in which to sell their shares. Also, no estimate may be given as to the time that this application process will require.

Even if MSI's common stock is quoted or granted a listing on a stock exchange, a market for the common shares may never develop.