0001680579-16-000004.txt : 20160825 0001680579-16-000004.hdr.sgml : 20160825 20160825064804 ACCESSION NUMBER: 0001680579-16-000004 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Equity One Net Invest Inc CENTRAL INDEX KEY: 0001680579 IRS NUMBER: 320467879 STATE OF INCORPORATION: OR FISCAL YEAR END: 0516 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10601 FILM NUMBER: 161850360 BUSINESS ADDRESS: STREET 1: 942 WINDMERE DRIVE NW CITY: SALEM STATE: OR ZIP: 97304 BUSINESS PHONE: 971-2731004 MAIL ADDRESS: STREET 1: 942 WINDMERE DRIVE NW CITY: SALEM STATE: OR ZIP: 97304 1-A 1 primary_doc.xml 1-A LIVE 0001680579 XXXXXXXX false false Equity One Net Invest Inc OR 2014 0001680579 8742 32-0467879 0 0 942 WINDMERE DRIVE NW SALEM OR 97304 971-2731004 Philipp Oliver Bruns Other 9910.00 0.00 0.00 0.00 10000.00 0.00 0.00 0.00 10000.00 10000.00 0.00 0.00 0.00 -1000.00 0.00 0.00 common stock 3000000 0000 N/A 0 0 true true false Tier1 Unaudited Equity (common or preferred stock) N N N Y N N 2000000 3000000 1.00 2000000.00 0.00 0.00 0.00 2000000.00 false true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY true PART II AND III 2 offeringcircular082516.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

EQUITY ONE NET INVEST INC.

OREGON

942 Windmere Drive NW Salem, OR 97304

Phone: 971-2731004, Website: www.equity-one.net

8742 (Primary Standard Industrial Classification Code Number)

32-0467879 (I.R.S. Employer Identification Number)

This Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

This Offering Circular is following the offering circular format described in Part II of Form 1-A.

(c1)

PRELIMINARY OFFERING CIRCULAR

Form 1-A

Equity One Net Invest Incorporated

942 Windmere Drive NW Salem, OR 97304

Phone: 971-2731004, Website: www.equity-one.net

Best Efforts Offering of

2,000,000 Shares of Common Stock at $1.00 per Share

Price to Public

Underwriting discount and commissions

Proceeds to issuer

Proceeds to other persons

Per Share

$ 1.00

$ 0.15

$ 0.85

None

Total Minimum

$ 100.00

$ 15.00

$ 85.00

None

Total Maximum

$ 2,000,000.00

$ 300,000.00

$ 1,700,000

None

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

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

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE PURCHASERS SHOULD BE PREPARED TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. See " Risk Factors " BEGINNING ON page 3 of this OFFERING Circular.

The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission and the relevant state regulators, as necessary. This offering will close upon the earlier of (1) the sale of the maximum number of shares of common stock offered hereby, (2) one year from the date this offering begins, or (3) a date prior to one year from the date this offering begins that is so determined by our Board of Directors. The Shares are being offered on a " best efforts " basis and the Company does not anticipate paying fees or commissions.

(c2)

DATE OF OFFERING CIRCULAR: [________________], 2016

HERE IS AT THIS TIME, NO PUBLIC MARKET FOR THE SECURITIES

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT " ), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE COMPANY IS FOLLOWING THE " OFFERING CIRCULAR " FORMAT

OF DISCLOSURE UNDER REGULATION A

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

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR ANY PERSON TO WHO IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME AN OFFERING CIRCULAR WHICH IS NOT DESIGNATED AS A PRELIMINARY OFFERING CIRCULAR IS DELIVERED AND THE OFFERING STATEMENT FILED WITH THE COMMISSION BECOMES QUALIFIED.

NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE AS HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY SINCE THE DATE HEREOF. INFORMATION CONTAINED IN THE PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT.

THE OFFERING PRICE OF THE SECURITIES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

(c3)

NASAA UNIFORM LEGEND:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE

MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY THE FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

(c4)

TABLE OF CONTENTS

ABOUT THIS OFFERING CIRCULAR

1

SUMMARY INFORMATION

1

RISK FACTORS

3

PLAN OF DISTRIBUTION

13

USE OF PROCEEDS TO ISSUER

14

DESCRIPTION OF BUSINESS

15

DESCRIPTION OF PROPERTY

17

MANAGEMENT ´ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

17

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

20

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

21

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

22

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

22

SECURITIES BEING OFFERED

23

INDEX TO FINANCIAL STATEMENTS

F-1

INDEX TO EXHIBITS

I-1

SIGNATURES

S-1

(c5)

ABOUT THIS OFFERING CIRCULAR

This Offering Circular describes the offer and sale by us of shares of our common stock pursuant to the exemption from registration provided by Section 3(b) of the Securities Act and Regulation A promulgated thereunder.

This Offering Circular speaks only as of the date hereof.

We will amend this Offering Circular whenever the information it contains has become false or misleading in light of existing circumstances and for other purposes, such as to disclose material developments related to the securities offered hereby, to update required financial statements or if there has been a fundamental change in the information initially presented. We will file an amended Offering Circular as part of an amendment to our Form 1-A, which we will file with the SEC, state regulators or other appropriate regulatory bodies. Our shares of common stock are not available for offer and sale to residents of every state.

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

This Offering Circular, together with Financial Statements, consists of total of approximately 35 pages.

Cautionary Statement Concerning Forward-Looking Statements

All statements other than statements of historical facts included in this Offering Circular are forward-looking statements. In addition, the words " anticipate " , " believe " , " estimate " , " expect " , and similar expressions as they relate to Equity One Net Invest or its management are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Additional important factors that could cause actual results to differ materially from our expectations are disclosed under " Risk Factors " , which begins on page 3, and elsewhere in this Offering Circular.

SUMMARY INFORMATION

IMPORTANT NOTICE TO INVESTORS

The following summary highlights information contained elsewhere in this Offering Circular relating to the offering herein (the " Offering " ). This summary is not complete and does not contain all of the information that you should consider before investing in shares of common stock. You should carefully read the entire Offering Circular; especially the section concerning the risks associated with the investment in common stock, discussed under " Risk Factors " .

Unless we state otherwise the terms " we " , " us " , " our " , " Company " , " Equity One Net Invest " , " management " , or similar terms collectively refer to Equity One Net Invest Inc., an Oregon corporation.

Some of the statements in this Offering Circular are forward-looking statements. See " About this Offering Circular - Cautionary Statement Concerning Forward-Looking Statements.

THE COMPANY AND BUSINESS SUMMARY

The Company has been in the start-up stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company has never commenced any operational activities. The Company was incorporated on June 19, 2014 in the state of Oregon. The Company is engaged primarily in the advisory business as well as other businesses that are generally tied to the consulting business.

We are a business advisory firm dedicated to helping companies protect and enhance their enterprise value in an increasingly complex legal, regulatory and economic environment throughout.

(Page1)

We do not and will not provide any regulated services. Our business advisory practice resolves complex business issues and enhances client enterprise value through a suite of services including capital advisory, transaction advisory, operational improvement, restructuring and turnaround, valuation, and dispute advisory. The services will be provided to businesses of various sizes, as well as individuals, governmental entities and not-for-profit enterprises throughout the United States and parts of Canada.

We operate through the following segments:

-Corporate Finance; and

-Strategic Communications.

THE OFFERING

Securities offered by Equity One Net Invest Inc.

2,000,000 no par value shares of our common stock (the " Shares " or the " Securities " )

Offering price per unit

Fixed price of $1.00 per Share for the duration of the Offering. The minimum investment is $100 for 100 Shares. Fractional shares will not be issued. Only round lots of 100 shares will be sold.

Number of Shares outstanding before the offering

As of July 25, 2016, 3,000,000 Shares are currently issued and outstanding.

Minimum number of Shares to be sold in this offering

None. The minimum investment is $100. Only even lots of 100 shares shall be sold.

Market for these securities

There is presently no public market for these Securities.

Use of proceeds

We intend that the proceeds from this Offering will be used to pay for offering expenses and thereafter for general corporate purposes.

Termination of the Offering

This Offering will close upon the earlier of (1) the sale of the maximum number of Shares offered hereby, (2) one year from the date this offering begins, or (3) a date prior to one year from the date this offering begins that is so determined by our Board of Directors.

High Degree of Risk

Given the nature of the industry in which we operate, and other factors, these securities carry a high degree of risk, and investors should be prepared to sustain a loss of their entire investment. See " Risk Factors " beginning on page 3. The most significant risk factors are as follows:

The Company may face unanticipated increases in Costs - The business of developing and marketing advisory services involves a high degree of risk and, therefore, there is no assurance that current marketing programs will result in profitable operations.

Competition for Business in our Industry is intense - We face competition from other companies that are larger than we are and that have greater financial, marketing and other resources than we do. Some of these competitors also have longer experience and more market recognition than we do.

(Page2)

Availability of Equipment and Staff - Our business and development activities are dependent on the availability of equipment and qualified staff in the particular areas where such activities are or will be conducted. Shortages of such equipment or staff may affect the availability of such equipment to us and may delay our business and development activities and result in lower production results.

Inadequacy of Funds - Gross offering proceeds of a maximum of $2,000,000 may be realized. Management believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company ´ s business plan; however, this cannot be assured.

Our Industry is subject to constant and rapid Changes - The advisory industry is subject to constant and rapid changes. Due to the evolving nature of our markets, our future success depends on our ability to accurately anticipate and respond to changes in industry standards, customer preferences and other market conditions.

Our Services may expose us to Liability - Our services involve significant risks of liability, which may substantially exceed the revenues we derive from them. We cannot predict the magnitude of these potential liabilities.

Development Stage Business - Equity One Net Invest Inc. commenced operations in July 2016. The Company is in the early stage of development and must be considered a startup. As such, the Company is subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues.

Customer Base Acceptance - Our inability to develop a customer base for our services could have a material adverse effect on us. No assurance can be given that our services will attain a degree of market acceptance on a sustained basis or that it will generate revenues sufficient for sustained profitable operations.

Dependence on Financing - If we do not raise sufficient working capital and continue to experience pre-operating losses, there will most likely be substantial doubt as to our ability to continue as a going concern. Revenue operations have not commenced because we have not raised the necessary capital.

Broker-Dealer Sales of Shares - The Shares are not listed for trading on any exchange, and there can be no assurances that the Shares will ultimately be listed for trading on any exchange. All U.S. exchanges and certain quotation systems require that a company be a reporting company with the Securities and Exchange Commission (the " SEC ") to be eligible for listing or quotation. We are not, and will not be after consummation of this Offering, a reporting company with the SEC.

Secondary Market - No application is currently being prepared for the Securities to be listed on an exchange or quoted on any OTC Markets tier. There can be no assurance that a liquid market for the Securities will develop or, if it does develop, that it will continue. If a market does develop, it may not be liquid.

Offering Price - The price of the Shares in this Offering has been arbitrarily established by our current management, considering such matters as the state of our business development, intellectual property, and the general condition of the industry in which we operate. The Offering price bears little relationship to the assets, net worth, or any other objective criteria.

Dividends - Payment of any future dividends will be at the discretion of the Board of Directors after taking into account many factors, including the Company's operating results, financial condition and current and anticipated cash needs.

RISK FACTORS

Investing in the Shares is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors and all of the information set forth in this Offering Circular before deciding to invest in our Shares. In connection with the forward-looking statements that appear in this Offering Circular, you should also carefully review the cautionary statement referred to under " About this Offering Circular - Cautionary Statement Concerning Forward-Looking Statements " .

(Page3)

The Company ´ s limited history

The Company is in the early stage of development and must be considered a start-up. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. The Company has limited financial resources, has not earned any revenue since commencing operations, has no source of operating cash flow and there is no assurance that additional funding will be available to it for further exploration and development of the Company's properties or to fulfill its obligations under any applicable agreements. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company's sole property.

The Company may face unanticipated increases in costs.

The business of developing and marketing advisory services involves a high degree of risk and, therefore, there is no assurance that current marketing programs will result in profitable operations. The Company currently does not have the necessary financing in place to support continuing losses from operations and these matters raise significant doubt about its ability to continue as a going concern. Investors should not invest any funds in the Offering unless they can afford to lose their entire investment. The Company ´ s business is a capital-intensive industry. The Company ´ s current and planned expenditures are subject to unexpected problems, costs and delays, and the economic results and the actual costs of these may differ significantly from the Company ´ s current estimates. The Company relies on suppliers and contractors. Any competitive pressures on the suppliers and contractors, or substantial increases in the worldwide prices of commodities and services, could result in a material increase in costs for the services required by the Company to conduct and expand its business. The cost of services and goods globally has increased significantly in recent years and could continue to increase in the future. Future increases could have a material adverse effect on the Company ´ s operating income, cash flows and borrowing capacity and may require a reduction in the carrying value of the Company ´ s properties. Prices for the services the Company depends on to conduct and expand its business may not be sustained at levels that enable to operate profitably. The Company may also need to incur various unanticipated costs, such as those associated with personnel, transportation and taxes. An increase in any of these or other costs could materially and adversely affect the Company ´ s business, prospects, financial condition and results of operations.

Our ability to succeed depends on our ability to grow our business and achieve profitability

The introduction of new services and products, and expansion of our distribution channels will contribute significantly to our operational results, and expand our distribution in order to maintain our growth and achieve profitability. Our future operational success and profitability will depend on a number of factors, including, but not limited to:

-Our ability to manage costs;

-The increasing level of competition in the advisory industry;

-Our ability to continuously offer new and improved services and products;

-The efficiency and effectiveness of our sales and marketing efforts in building services and brand awareness;

-Our ability to identify and respond successfully to emerging trends in the advisory industry;

-General economic conditions and consumer confidence. We may not be successful in executing our growth strategy, and even if we achieve targeted growth, we may not be able to sustain profitability. Failure to execute any material part of our growth strategy successfully would significantly impair our future growth and our ability to attract and sustain investments in our business. Our markets are highly competitive. We expect competition to increase and intensify as other companies

(Page4)

enter our markets, many of which have greater financial and other resources with which to pursue technology development, product design, manufacturing, marketing and sales and distribution of their products. Increased competition could result in price pressure, reduced profitability and loss of market share, any of which could materially and adversely affect our business, revenue and operating results. In addition, we expect new entrants will enter these markets and existing competitors may make significant investments to compete more effectively against our products. These competitors could develop technologies or architectures that make our products or technologies obsolete. Our ability to compete successfully depends on factors both within and outside of our control, including:

-the functionality and performance of our services and those of our competitors;

-our relationships with our customers and other industry participants;

-prices of our services and prices of our competitors ´ services;

-our ability to develop innovative products and services;

-the actions of our competitors, including merger and acquisition activity, launches of new products/services and other actions that could change the competitive landscape.

Competition for business in our industry is intense.

We face competition from other companies that are larger than we are and that have greater financial, marketing and other resources than we do. Some of these competitors also have longer experience and more market recognition than we do. In particular, competition in the advisory industry is based on many factors, including price, the general reputation and perceived financial strength of the company, relationships with essential partners and terms and conditions of services offered. In recent years, the advisory industry has undergone increasing consolidation, which may further increase competition. We may not be able to compete successfully in our markets. Increased competition in these markets could result in a change in the supply and demand for advisory services, affect our ability to price our services at risk-adequate rates. If this increased competition so limits our ability to transact business, our operating results could be adversely affected.

The effects of litigation on our business are uncertain and could have an adverse effect on our business.

As is typical in our industry, we continually face risks associated with litigation of various types. Although we are not currently involved in any litigation, we cannot predict with any certainty whether we will be involved in such litigation in the future or what impact such litigation would have on our business. Our engagements typically involve complex analyses and the exercise of professional judgment. As a result, we are subject to the risk of professional liability. Litigation alleging that we performed negligently or breached any other obligations could expose us to significant legal liabilities and, regardless of outcome, is often very costly, could distract our management, could damage our reputation, and could harm our financial condition and operating results. We will be not always able to include provisions in our engagement agreements that are designed to limit our exposure to legal claims relating to our services. While we will attempt to identify and mitigate our exposure with respect to liability arising out of our consulting engagements, these efforts may be ineffective and an actual or alleged error or omission on our part or the part of our client or other third parties in one or more of our engagements could have an adverse impact on our financial condition and results of operations.

Availability of equipment and staff

Our business and development activities are dependent on the availability of equipment and qualified staff in the particular areas where such activities are or will be conducted. Shortages of such equipment or staff may affect the availability of such equipment to us and may delay our business and development activities and result in lower results. Our future success heavily depends upon continued services of our management and other key employees. If one or several of such management or key personal were unable or unwilling to continue in their present positions, the Company might not be able to retain or replace them, as there is a very high demand in particular for experienced personnel and the search for personnel with the relevant skills can be time and cost consuming. Further there is a risk that a member of the management or key personal could join a competitor or establish a competing business which could lead to a loss of know-how, customers and further key professions

(Page5)

and staff members. Also a high fluctuation of employees contains the risk of loss of know-how and might cause severe internal problems in the production process, for example through a shortage of production stuff. Any of these circumstances might have a material adverse effect on the assets, financial conditions and/or business results. Our business involves the delivery of professional services and is highly labor-intensive. Our success depends largely on our general ability to attract, develop, motivate, and retain highly skilled professionals. Further, we must successfully maintain the right mix of professionals with relevant experience and skill sets as we continue to grow, as we expand into new service offerings, and as the market evolves. The loss of a significant number of our professionals, the inability to attract, hire, develop, train, and retain additional skilled personnel, or failure to maintain the right mix of professionals could have a serious negative effect on us, including our ability to manage, staff, and successfully complete our existing engagements and obtain new engagements. Qualified professionals are in great demand, and we face significant competition for both senior and junior professionals with the requisite credentials and experience. Our principal competition for talent comes from other consulting firms and accounting firms, as well as from organizations seeking to staff their internal professional positions. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we do. Therefore, we may not be successful in attracting and retaining the skilled consultants we require to conduct and expand our operations successfully.

Inadequacy of funds

Gross offering proceeds of a maximum of $2,000,000 may be realized. Management believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company ´ s business plan; however, this cannot be assured. If only a fraction of this Offering is sold, or if certain assumptions contained in management ´ s business plans prove to be incorrect, the Company may have inadequate funds to develop its business fully. If the Company does not raise sufficient working capital and continues to experience pre-operating losses, there will most likely be substantial doubt as to its ability to continue as a going concern.

Our future capital requirements depend on many factors, including our ability to write new business successfully and to establish reserves at levels sufficient to cover losses. To the extent that the funds generated by this offering are insufficient to fund future operating requirements and cover claim losses, we may need to raise additional funds through financings or curtail our growth. Many factors will affect the amount and timing of our capital needs, including our growth rate and profitability, our claims experience, and the availability of market disruptions and other unforeseeable developments. If we need to raise additional capital, equity or debt financing may not be available at all or may be available only on terms that are not favorable to us. In the case of equity financings, dilution to our stockholders could result. In the case of debt financings, we may be subject to covenants that restrict our ability to freely operate our business. In any case, such securities may have rights, preferences and privileges that are senior to those of the shares of common stock offered hereby. If we cannot obtain adequate capital on favorable terms or at all, we may not have sufficient funds to implement our operating plans and our business, financial condition or results of operations could be materially adversely affected.

Our financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our future consultants.

Our profitability depends to a large extent on the utilization and billing rates of our professionals. Utilization of our professionals is affected by a number of factors, including:

-the number and size of client engagements;

-the timing of the commencement, completion and termination of engagements, which in many cases is unpredictable;

-our ability to transition our consultants efficiently from completed engagements to new engagements;

-the hiring of additional consultants because there is generally a transition period for new consultants that results in a temporary drop in our utilization rate;

-unanticipated changes in the scope of client engagements;

-our ability to forecast demand for our services and thereby maintain an appropriate level of

(Page6)

consultants; and if we are unable to achieve and maintain adequate overall utilization as well as maintain or increase the billing rates for our consultants, our financial results could materially suffer.

Risks of borrowing

If the Company incurs indebtedness, a portion of the Company ´ s cash flow will have to be dedicated to the payment of principal and interest on such new indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company ´ s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of members of the Company. A judgment creditor would have the right to foreclose on any of the Company ´ s assets resulting in a material adverse effect on the Company ´ s business, operating results or financial condition.

Our international expansion could result in additional risks.

We will operate both domestically and internationally, including in Europe, Asia, and the Middle East. Such expansion may result in additional risks that are not present domestically and which could adversely affect our business or our results of operations, including:

-compliance with additional U.S. regulations and those of other nations applicable to international operations;

-cultural and language differences;

-employment laws and rules and related social and cultural factors;

-losses related to start-up costs, lack of revenue, higher costs due to low utilization, and delays in purchase decisions by prospective clients;

-currency fluctuations between the U.S. dollar and foreign currencies, which are harder to predict in the current adverse global economic climate;

-restrictions on the repatriation of earnings;

-potentially adverse tax consequences and limitations on our ability to utilize losses generated in our foreign operations;

-different regulatory requirements and other barriers to conducting business;

-different or less stable political and economic environments;

-greater personal security risks for employees traveling to or located in unstable locations; and

-civil disturbances or other catastrophic events.

Further, conducting business abroad subjects us to increased regulatory compliance and oversight. A failure to comply with applicable regulations could result in regulatory enforcement actions as well as substantial civil and criminal penalties assessed against us and our future employees.

Unanticipated obstacles to execution of the business plan

The Company ´ s business plans may change significantly. Many of the Company ´ s potential business endeavors are capital intensive. Management believes that the Company ´ s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the

(Page7)

Company ´ s principals and advisors. Management reserves the right to make significant modifications to the Company ´ s stated strategies depending on future events.

Our industry is subject to constant and rapid changes, which results that our services are less competitive or obsolete.

The advisory industry is subject to constant and rapid changes. Due to the evolving nature of our markets, our future success depends on our ability to accurately anticipate and respond to changes in industry standards, customer preferences and other market conditions. Our services could become obsolete sooner than we expect because of faster than anticipated, or unanticipated, changes in one or more of the industry standards. If we fail to adapt successfully to changes or fail to obtain access to important new technologies, we may be unable to retain customers or attract new customers. Any decrease in demand for our services could adversely affect our business, results of operations and prospects. Our business is becoming increasingly dependent on information technology and will require additional investments in order to grow and meet the demands of our clients. We depend on the use of sophisticated technologies and systems. Some of our intended practices provide services that are increasingly dependent on the use of software applications and systems that we do not own and could become unavailable. A portion of our business, in which we provide implementation and consulting services for third-party software technology, has grown over the last few years. If third-party software technology that is important to our business does not continue to be available or utilized within the marketplace, certain services that we provide to clients may no longer be relevant in the marketplace, which may harm our financial condition and operating results. Our future success depends on our ability to adapt our services and infrastructure while continuing to improve the performance, features, and reliability of our services in response to the evolving demands of the marketplace.

If any services we may develop do not achieve market acceptance, then we may not generate sufficient revenue to achieve or maintain profitability.

In addition, even if our services achieve market acceptance, we may not be able to maintain that market acceptance over time if new services are introduced that are more favorably received than our services, are more cost effective, or render our services obsolete. There can be no assurance that future developments in our industry will not make our service portfolio non-competitive or obsolete, or significantly reduce our operating margins or the demand for our offerings, or otherwise negatively impact our ability to be profitable.

Management discretion as to use of proceeds

The net proceeds from this Offering will be used for the purposes described under " Use of Proceeds " . The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its shareholders in order to address changed circumstances or opportunities. Because of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of the Company ´ s management with respect to application and allocation of the net proceeds of this Offering. Investors for the Shares offered hereby will be entrusting their funds to the Company ´ s management, upon whose judgment and discretion the investors must depend.

Minimum amount of capital to be raised

There is no minimum amount of Securities that need to be sold in this Offering for it to become effective (other than the 100 minimum number of Shares or even lots of 100 shares to be purchased by any investor) or for the Company to access the investment funds. The Company cannot assure you that subscriptions for the entire Offering will be obtained. The Company has the right to terminate this Offering at any time, regardless of the number of Shares that have sold. The Company ´ s ability to meet financial obligations, cash needs, and to achieve objectives, could be adversely affected if the entire offering of Shares is not fully subscribed.

(Page8)

Return of profits

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company ´ s operations and holdings. As a result, the Company does not anticipate paying any cash dividends to its shareholders for the foreseeable future.

Material changes affecting global debt and equity capital markets may have a negative effect on the Company ´ s business, financial condition and results of operations.

Global capital markets have been experiencing extreme volatility and disruption for more than five years as evidenced by a lack of liquidity in the equity and debt capital markets, significant write-offs in the financial services sector, the repricing of credit risk in the credit market and the failure of major financial institutions. Despite actions of government authorities, these events have contributed to worsening general economic conditions that have materially and adversely affected the broader financial and credit markets and reduced the availability of debt and equity capital. Continued or recurring market deterioration may materially adversely affect the ability of a borrower to service its debts or refinance its outstanding debt. Further, such financial market disruptions may have a negative effect on the valuations of the Company ´ s investments, and on the potential for liquidity events involving its investments. Depending on market conditions, the Company may incur substantial realised losses and may suffer additional unrealised losses in future periods, which may adversely affect its business, financial condition and results of operations.

Risk of insufficient planning and reporting systems

Our management information and financial reporting system might not be fully adequate and thus, may not provide our management with sufficient and/or accurate information as required or not provide the required information in time. Any inability to build up adequate management information and financial reporting systems and/or to adapt such systems to the development of our business respectively might have material adverse effects on the assets, financial conditions and/or results of us.

Our services may expose us to liability in excess of our current insurance coverage.

Our services involve significant risks of liability, which may substantially exceed the revenues we derive from them. We cannot predict the magnitude of these potential liabilities. Our intended insurance coverage may not protect us against all liability. In addition, if we expand into new markets, we may not be aware of the need for, or be able to obtain insurance coverage for such activities or, if insurance is obtained, the dollar amount of any liabilities incurred could exceed our insurance coverage. A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition and results of operations.

We may acquire other businesses, products or technologies in order to remain competitive in our market and our business could be adversely affected as a result of any of these future acquisitions.

We may make acquisitions of complementary businesses, products or technologies. If we identify any appropriate acquisition candidates, we may not be successful in negotiating acceptable terms of the acquisition, financing the acquisition, or integrating the acquired business, products or technologies into our existing business and operations. Further, completing an acquisition and integrating an acquired business will significantly divert management time and resources. The diversion of management attention and any difficulties encountered in the transition and integration process could harm our business. If we consummate any significant acquisitions using stock or other securities as consideration, our shareholders ´ equity could be significantly diluted. If we make any significant acquisitions using cash consideration, we may be required to use a substantial portion of our available cash. Acquisition financing may not be available on favorable terms, if at all. In addition, we may be required to amortize significant amounts of other intangible assets in connection with future acquisitions, which would harm our operating results and financial condition.

(Page9)

Risks of fluctuation in the global economy

The U.S. economy is vulnerable to market downturns and to economic slowdowns elsewhere in the world as it is strongly export-oriented. As seen in the past, financial crisis and/or the perceived risks associated with investments in the U.S. could decelerate foreign investments in the U.S. and the consequence could be severe liquidity problems of many businesses. Therefore disruptions in the development of the global economy could have material and adverse effects also on our business, our financial conditions and operational results.

Projections: Forward looking information

Management has prepared projections regarding anticipated financial performance. The Company ´ s projections are hypothetical and based upon a presumed financial performance of the Company, the addition of a sophisticated and well-funded marketing plan, and other factors influencing the business. The projections are based on management ´ s best estimate of the probable results of operations of the Company and the investments made by management, based on present circumstances, and have not been reviewed by independent accountants and/or auditing counsel. These projections are based on several assumptions, set forth therein, which management believes are reasonable. Some assumptions, upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond management ´ s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into a market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Company ´ s business. While management believes that the projections accurately reflect possible future results of operations, those results cannot be guaranteed.

Risk of force majeure events.

Our operations are subject to uncertainties and contingencies beyond our control that could result in material disruptions and adversely affect our business results. Such risks include war, riot, public disorder, civil commotion, fire, earthquake, flood, volcano eruption and other natural calamity, epidemics, outbreak of infectious diseases, terrorism, whether locally or nationwide, or incidents such as industrial accidents, electricity or water shortages, equipment failures, malfunction of information systems or other operational problems, strikes or other labor difficulties and disruptions of public infrastructure such as roads, ports or utilities. Any such disruption of the operations could have disrupting, limiting or delaying effects on our sales, prevent it from meeting customers ´ orders, increase costs or require to spend additional capital expenditures, each of which could materially and adversely affect our results of operation. Further force majeure events might also materially and adversely affect suppliers and therefore our processes. In such event, our business and our net assets, financial condition and results of operations may be materially and adversely affected.

Broker-Dealer sales of shares

The Shares are not included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. It is the requirement by all U.S. exchanges and certain quotation systems that a company be a reporting company with the Securities and Exchange Commission to be eligible for listing or quotation by market makers. The Company is not and will not be a reporting company with the SEC in connection with this Offering.

The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ Capital Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of the last three years. The proposed entry standards would also require a public float of at least 1 million shares, $5 million value of public float, a minimum bid price of $2.00 per share, at least three market makers, and at least 300 shareholders. The maintenance standards (as opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 shares, a $1 million market value of public float, a minimum bid price of $1.00 per share, at least two market makers, and at least 300 shareholders.

(Page10)

No assurance can be given that the Shares or any of the common stock of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the common stock (including the Shares) are covered by a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and qualified investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser ´ s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company ´ s securities and will affect the ability of members to sell their Shares in the secondary market.

Secondary market

No application is currently being prepared for the Company ´ s securities to be admitted to the Official Listing and trading on any regulated market. No application is being prepared to include the Company ´ s securities to trading on an " Over-the-Counter " or " Open Market " , though the Company intends to apply for OTC-QB listing within twelve months of the close of this Offering. There can be no assurance that a liquid market for the Shares will develop or, if it does develop, that it will continue. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Shares easily or at prices that will provide them with yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the Shares and investors wishing to sell the Shares might therefore suffer losses.

Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment.

You should consider an investment in our common stock to be risky, and you should invest in our common stock only if you can withstand a significant loss and wide fluctuation in the market value of your investment. The market price of our common stock could be subject to significant fluctuations after this offering in response to the factors described in this " Risk factors " section and other factors, many of which are beyond our control. Among the factors that could affect our stock price are:

-actual or anticipated variations in our quarterly and annual operating results or those of other companies in our industry;

-changes in market valuations of companies perceived to be similar to us;

-changes in our Board of Directors, senior management or other key personnel;

-sales of our common stock, including by our directors, executive officers and principal stockholder;

-any indebtedness we may incur or securities we may issue in the future;

-actions by stockholders;

The securities markets have from time to time experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general market, economic and political conditions, such as recessions, loss of investor confidence or interest rate changes, may negatively affect the market price of our common stock. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend, divert management ´ s attention and resources or harm our business.

The Company ´ s common stock may be considered a " penny stock " , and a shareholder may have difficulty selling shares in the secondary trading market.

The Company ´ s common stock may be subject to certain rules and regulations relating to " penny stock " (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain " sales practice requirements " for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and

(Page11)

institutional " qualified investors " ), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as the Company ´ s common stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for the Company to raise capital in the future through sales of equity in the public or private markets.

The price of the Company ´ s common stock may be volatile, and a shareholder ´ s investment in the Company ´ s common stock could suffer a decline in value.

There could be significant volatility in the volume and market price of the Company ´ s common stock, and this volatility may continue in the future. The Company ´ s common stock may be quoted on the OTCQB, OTCQX, OTC Pink, the Bermuda BSX Exchange, the London Stock Exchange ´ s AIM Market, the Canadian TSX Venture Exchange or TMX Exchange, where each has a greater chance for market volatility for securities that trade on these markets as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of " bid " and " ask " quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, general trends relating to liposuction and bariatric surgery, the medical device and technology industry, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our common stock and the relative volatility of such market price.

Compliance with securities laws.

The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities laws. If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of the Shares. If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

Offering price

The price of the Shares has been arbitrarily established by our current management, considering such matters as the state of the Company ´ s business development, intellectual property, and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets or net worth of the Company, or any other objective criteria.

We have not paid dividends on our common stock in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

Our initial focus will be the achievement of investment growth for shareholders and therefore we will only consider the payment of dividends as and when it is appropriate to do so. As such, it is not possible at this stage to give an indication of the likely level or timing of any future dividends. To the extent that any dividends are paid they will be paid in accordance with any applicable laws and the regulations to which our Company is subject. The amount of the dividends paid to shareholders will fluctuate according to the levels of profits earned by us and will be dependent on sufficient distributable reserves being available to us.

Future sales or issuances of shares may depress the market price and dilute shareholders ´ rights

Substantial sales of Company ´ s shares in the public market or the perception that these sales could occur, could cause the market value of its shares to be decline. These sales could also make it more difficult for the Company to sell equity or equity-related securities in the future at the time and price that it considers appropriate. Further, the issuance of additional equity securities or securities with right to convert into equity could potentially reduce the market price of its shares and would dilute the economic and voting rights of existing shareholders if made without granting subscriptions rights to these shareholders.

(Page12)

Lack of firm underwriter

The Shares are being offered on a " best efforts " basis by the management of the Company and any FINRA-registered broker dealer who subsequently may choose assist in sale of the Offering. Accordingly, there is no assurance that the management of the Company or any FINRA-registered broker-dealer that may be engaged in the future will sell the maximum number of Shares offered in the Offering, or any lesser amount.

PLAN OF DISTRIBUTION

The company is self-underwriting this Offering and management of the company will distribute the shares on a " best efforts " basis. The Company may engage FINRA-registered broker dealers to distribute and syndicate the Offering as necessary; any such participation will be detailed in a subsequent amendment to this filing. Upon Qualification, investors will be able to purchase Securities directly through the Company by completing a Subscription Agreement online, with payment by check, money order, or bank wire transfer. None of the Securities being offered are for the account of current security holders of the Company.

The company is self-underwriting this Offering and management of the company will distribute the shares on a " best efforts " basis. The Company may engage FINRA-registered broker dealers to distribute and syndicate the Offering as necessary; any such participation will be detailed in a subsequent amendment to this filing. Upon Qualification, investors will be able to purchase Securities directly through the Company by completing a Subscription Agreement online, with payment by check, money order, or bank wire transfer. None of the Securities being offered are for the account of current security holders of the Company.

It is intended to mandate VStock Transfer LLC as transfer agent for the Company and after that, VStock Transfer LLC shall be notified of each transaction; the investor/purchaser can opt to have his certificates remain in book form in the transfer agent ´ s ledger or have physical delivery.

We have budgeted our use of proceeds to reflect a maximum of 15% aggregated commissions that may be paid any lead underwriter that may be engaged and broker dealers who may choose to assist the selling syndicate. None of our officers or directors will receive any commissions, directly or indirectly, in connection with sales in this Offering. An Amendment shall be filed in the event an underwriter is engaged.

Initially the company will list its securities on its corporate web site, www.equity-one.net. Upon qualification, the Offering Circular shall be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week. It is anticipated the Offering will be listed upon one of the specialized portals that have become available specifically for Regulation A Offerings and an Amendment shall be filed upon that event.

There is no minimum amount of this Offering before it becomes effective other than the even lot 100 Share minimum purchase required for each investor. The duration of the Offering is until the earlier of (1) the sale of the maximum number of shares of common stock offered hereby, (2) one year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by our Board of Directors. The Company will have immediate access to the proceeds of the Offering as soon as the shares are issued. After anticipated sales commissions to FINRA-registered broker dealers as may be engaged, a maximum of $ 2,000,000 will be received from the Offering. The minimum investment by an investor is for 100 Shares or $100.00. Only even lots of 100 shares shall be sold.

In order to subscribe to purchase the Securities, a prospective investor must complete and execute the Subscription Agreement and Investor Questionnaire electronically through RightSignature.com. The Investor may purchase securities through wire transfer or money order to the Company ´ s account.

We reserve the right to reject any investor ´ s subscription in whole or in part for any reason. If the Offering terminates or if any prospective investor ´ s subscription is rejected, all funds received from such investors will be immediately returned without interest or deduction.

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include public advertisements and audio-visual materials authorized by both the Company. Although these materials will not contain information in conflict with the information provided by this Offering and will be prepared with a view to presenting a balanced discussion of risk and

(Page13)

reward with respect to the Securities, these materials will not give a complete understanding of this Offering, the Company or the Securities and are not to be considered part of this Offering Circular. This Offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Securities.

USE OF PROCEEDS TO ISSUER

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Marketplace concurrently with the filing of this offering circular. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.

We seek to raise maximum gross proceeds of $ 2,000,000 from the sale of Securities in this Offering. After payment of the expenses of the Offering, except as set forth below, we intend to use these proceeds for general corporate purposes, and as set forth herein, and, other than this use, no substantial portion of the proceeds has been allocated to a particular purpose.

None of the proceeds of the Offering will be used to compensate or otherwise make payments to our officers, directors, or any of our subsidiaries (if any in the future).

We reserve the right to change the use of proceeds as our management determines to be in the best interests of the Company.

Examples of use of proceeds in the event that the maximum amount in the Offering is raised, and in the event that only a lesser amount is raised, an exemplary amount of $1,000,000, are set forth below. Aggregate brokerage sales commissions are limited to a maximum of 15% of the Offering proceeds and Offering expenses are estimated at a maximum 5% of the Offering proceeds.

Maximum Amount

($ 2,000,000)

Percent of Proceeds

Partially Subscribed ($1,000,000)

Percent of Proceeds

Offering Expenses (1)

$ 100,000

5%

$ 50,000

5%

Commissions (2)

$ 300,000

15%

$ 150,000

15%

Total Offering Expenses & Fees (3)

$ 400,000

20%

$ 200,000

20%

Net Offering Proceeds

$ 1,600,000

80%

$ 800,000

80%

Marketing & Sales

$ 500,000

25%

$ 250,000

25%

Administration

$ 300,000

15%

$ 150,000

15%

Staff

$ 500,000

25%

$ 250,000

25%

Legal, Accounting

$ 100,000

5%

$ 50,000

5%

Corporate Expenses

$ 200,000

10%

$ 100,000

10%

Total Application of

Proceeds

$ 2,000,000

100%

$ 1,000,000

100%

(1) Includes estimated Offering Circular preparation, filing, printing, legal, accounting, state registration fees, and other documented expenses of the Offering that we expect will total approximately 5% of the Offering proceeds.

(Page14)

(2) An Aggregate maximum of a 15% commission may be distributed between any FINRA-registered broker dealers engaged to underwrite the Offering and any FINRA-registered broker dealers choosing to participate as members of the selling syndicate. An Amendment shall be filed in the event of such participation.

(3) No sales commissions or portions thereof will be directly or indirectly received by any of our executive officers or management.

This Offering is not being underwritten but sold by managers and directors of the Company on a " best efforts " basis. An Aggregate Sales Commission of 15% and aggregate expenses of 5% are projected in the above use of funds in anticipation of the Company engaging one or more FINRA-registered broker dealers to distribute and syndicate the Offering, also on a " best efforts " basis.

Expenses of the Offering, such as but not limited to printing, legal and accounting expenses, state registrations, filings, transfer agent and escrow agent fees, investment relations, road show presentations, advertisements and mailings, whether paid directly by the Company or reimbursed to subsequently participating FINRA-registered broker-dealers are estimated at 5% of the Offering Proceeds to included reimbursed expenses and such other costs as legal, accounting, blue-sky filings, road shows and travel.

DESCRIPTION OF BUSINESS

The Company has been in the start-up stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company has never commenced any operational activities.

We are a business advisory firm dedicated to helping companies protect and enhance their enterprise value in an increasingly complex legal, regulatory and economic environment throughout. We do not and will not provide any regulated services. Our business advisory practice resolves complex business issues and enhances client enterprise value through a suite of services including capital advisory, transaction advisory, operational improvement, restructuring and turnaround, valuation, and dispute advisory. The services will be provided to businesses of various sizes including young companies and Startups, as well as governmental entities and not-for-profit enterprises throughout the United States and parts of Canada. We operate through the following segments:

-Corporate Finance and Strategic Communications.

We intend to work closely with our clients to help them anticipate, understand, manage, and overcome complex business matters arising from such factors as the economy, financial and credit markets and governmental regulation and legislation. We intend to assist clients in addressing a broad range of business challenges, such as restructuring, capital market issues and indebtedness, interim business management, mergers and acquisitions (" M&A "), reputation management, and strategic communications. We will also provide services to help our clients take advantage of economic, regulatory, financial, and other business opportunities.

Our service fee policy for our advisory services will include fixed fees (e.g. hourly, daily or monthly rate or complete project fee) and / or including an equity compensation model, dependent on the situation of our clients. We anticipate and project that it may be necessary to be remunerated and getting paid in equity on a case-by-case basis. Equity-based pay is often used by the founders of young startups who want to grow their businesses but can not offer higher compensation to qualified professionals.

Corporate Finance

Our Corporate Finance & Restructuring segment focuses on the strategic, operational, financial and capital needs of businesses. We address the full spectrum of financial and transactional challenges facing the clients, which include companies, boards of directors, private equity sponsors, banks, lenders, other financing sources and creditor groups, as well as other parties-in-interest. We advise on a wide range of areas, including restructuring, interim management, financings, M&A integration, valuations and tax issues. We will provide advisory services to companies, creditors and other stakeholders of companies confronting liquidity problems, excessive leverage, underperformance, over-expansion or other business or financial issues. We provide corporate finance advisory services to public and private companies that need critical input regarding important strategic and financial issues in advance of a transaction.

A special focus will be the new Regulation A (often named as Regulation A+) rules and its opportunities to Startups. We think that in many cases Regulation A+ is far better choice than traditional venture capital for Startups und young companies, and we also believe there is a trend here that will accelerate over the next years. We have observed that a number of companies that are viable candidates for Venture Capital are instead opting for Regulation A+. We see Regulation A+ emerging as the superior choice in the near future for young companies.

(Page15)

Strategic Communications

We provide advice and consulting services relating to financial and corporate communications, investor relations, reputation management, brand communications, public affairs, business consulting, digital design, and marketing. We specialize in advising clients on their communications to investors and other financial audiences to help them achieve fair valuations in capital markets through ongoing investor relations advice, support and strategic consulting, on issues that can impact enterprise value. We assist companies in communicating pivotal events to investment analysts and cultivate a growing shareholder base. We help companies articulate and present their entry into the equity markets, from articulating the strategic rational and investment story to the development of the road show for the IPO.

Our services include campaign strategy, branding, video production, graphic design, web development, social media, influencer engagement and public relations. We will collaborate with clients to conceive and produce integrated design, content and digital strategies across all media and markets to advance business objectives with key stakeholders. Our approach includes defining corporate and brand positioning, surveying the audience to gauge social sentiments and needs, demystifying complex business operations and situations, selecting a program that resonates with the marketplace, building the communications plan, launching the initiative for maximum visibility, and evaluating the success of the program.

Our Business Strategy

The following are key elements of our business strategy:

Our strategy is to grow organically by increasing headcount and market share to provide clients with a complete suite of services across our segments, as well as the industries and geographic regions in which we intend to operate. We strive to engage in our markets competitively to produce better than average success.

We believe that our diverse and integrated service offerings result in advantages for both the client and for us The ability to combine several services and offer them through one provider distinguishes us from other service providers. We think that equity crowdfunding and Regulation A+ investments are the next big thing in financing. We shall make the most of the opportunities that have opened up in the new legislation to provide our advisory services.

Our long-term objective is to consolidate our position as an independent advisory management provider. Our business is dependent on developing and maintaining strong relationships with our clients. We will continue to develop and maintain these relationships and alliances. We intend to establish alliances to enhance opportunities available to us. Our management team is focused on continuous improvement in operating measures and has significant experience in successfully executing large scale and development programs. Management believes that the magnitude and concentration of our position within its core long-term growth areas provides it with the opportunity to capture economies of scale.

Equity One Net Invest Inc. intends to set-up its presence in markets such as the United States and Canada and to explore additional new markets. In order to pursue this geographic expansion, the Company intends to establish full service regional hubs. In addition to the increased operating efficiencies anticipated from the establishment and utilisation of the regional hubs, it is expected that the sales teams based in the regional centres will be able to source (and respond proactively to) a greater number of directly negotiated sales opportunities than has been possible for the Company hitherto.

Equity One Net Invest Inc. also intends to remain alert to potential acquisition or joint venture opportunities to accelerate one or more elements of the growth strategy outlined above.

Our strategy is centred on a balanced approach to investment in growth. This entails both a prudent cash management policy and returns to shareholders. Over the next few years, the Company expects to fund its capital expenditure programme from its proposed cash raises, establish an external finance base and utilize cash flow as required. The Company ´ s ability to maintain cash flow generation is underpinned by its plans for strategic growth and close control of general and administrative expenses, completion of its infrastructure upgrade which at this stage is fundementally completed and corresponding operating expenditure reduction.

(Page16)

Industry Sectors

We provide services to clients in industries undergoing substantial change, with a primary focus on the energy, internet technology, healthcare, biotechnology, oil & gas and financial services industries.

Competition

The consulting services industry is extremely competitive, highly fragmented, and subject to rapid change. The industry includes a large number of participants with a variety of skills and industry expertise, including other strategy, business operations, technology, and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical and economic advisory firms, regional and specialty consulting firms, and the internal professional resources of organizations.

Competition is based primarily on client relationships, quality of professional advice, range and quality of services or product offerings, customer service, timeliness, geographic proximity, and competitive rates. We compete with a number of multi-location regional or national professional services firms and a large number of relatively small independent firms in local markets.

Our Strengths

We have a number of strengths that we believe will help us successfully execute our strategy.

-An extensive service network especially in the financial industry;

-Experienced management team;

-Proven track record of success of our management team in our intended industry sectors and in our services;

-Knowledge driven company;

-Precise analysis of client requirements.

DESCRIPTION OF PROPERTY

We do not own any real estate. We currently utilize administrative office space at 942 Windmere Drive NW Salem, OR 97304 on a variable basis. The property is fully utilized as of this time. We believe that the real property leased by us is suitable and adequate for our operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this offering circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under " Risk Factors " and elsewhere in this offering circular. This Management's Discussion and Analysis and the unaudited financial statements and comparative information have been prepared in accordance with GAAP.

The preparation of the financial statements, including the accompanying notes, is the responsibility of management. Management has the responsibility of selecting the accounting policies used in preparing the financial statements. In addition, management ´ s judgment is required in preparing estimates contained in the financial statements. On June 19, 2014, the Company issued 3,000,000 no par value shares to the Company ´ s founders at a price of $0.004 per share. The Company has no source of operating cash flow and operations to date have been funded from the issuance of share capital. The Company ´ s ability to continue as a going concern is contingent on obtaining additional financing. Whether the Company will be successful with any future financing ventures is uncertain, and this uncertainty casts significant doubt upon the Company ´ s ability to continue as a going concern. While the Company intends to advance its plans through additional equity financing, there is no assurance that any funds will ultimately be available for operations. We will have additional capital requirements during 2016 and 2017. We do not expect to be able to satisfy our anticipated cash requirements through sales activity, and therefore we will attempt to raise additional capital through the sale of our common stock pursuant to this offering circular once it is qualified by the Securities and Exchange Commission. We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all.

(Page17)

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Method of Accounting - The Company presents its financial statements on the accrual basis of accounting in compliance with GAAP. Revenues are recognized when services are rendered and expenses realized when the obligation is incurred. Cash and Cash Equivalents - For purposes of reporting cash flows, the Company considers all cash accounts which are subject to withdrawal restrictions or penalties, and highly liquid debt instruments purchased with a maturity of three months or less to be cash or cash equivalents. Revenue Recognition - The Company provides consulting and advisory services.

Results of Operations

The fiscal years ended May 31, 2015 and May 31, 2016.

Revenue. The Company had $0.0 in revenue for (short) fiscal year ended May 31, 2015, compared to $0.0 in revenue for fiscal year ended May 31, 2016.

Operating Expenses. General and administrative expenses were $ 1,000 for fiscal year ended May 31, 2015, compared to general, and administrative expenses of $ 1,000 for fiscal year ended May 31, 2016.

Net Income. Net income for the (short) fiscal year ended May 31, 2015 was negative and amounted to $ -1,000 (net loss), compared to net income of $ - 1,000 (net loss) for fiscal year ended May 31, 2016.

Balance Sheet

The total assets amounted to $ 11,000 as at May 31, 2015. The stockholders ´ equity amounted to $ 11,000 as at May 31, 2015. The Company had no liabilities at the end of fiscal year 2014/2015. The total assets amounted to $ 10,000 as at May 31, 2016. The stockholders ´ equity amounted to $ 10,000 as at May 31, 2016. The Company had no liabilities at the end of fiscal year 2015/2016.

Cash Flow

We had net cash of $ 11,000 at May 31, 2015 and $ 9,910 at May 31, 2016. During fiscal year ended May 31, 2015, we had net cash provided by operating activities of $ (1,000). This was due to net income of $ (1,000). During fiscal year ended May 31, 2016, we had net cash provided by operating activities of $ (1,000). This was due to net income of $ (1,000). Net cash used by investing activities was $ 0.00 for fiscal year ended May 31, 2015 compared to net cash used in investing activities of $ (90) for fiscal year ended May 31, 2016 resulting from purchase of other assets. Net cash used by financing activities was $ 12,000 for fiscal year ended May 31, 2015 compared to net cash used by financing activities of $ 0.00 for fiscal year ended May 31, 2016.

Plan of Operations

Over the next twelve months, the Company intends to focus on developing and marketing its advisory services using the proceeds from this offering. Our Directors intend to recruit advisors and a marketing team using the proceeds from this offering to increase revenue and market acceptance.

Trend Information

Our industry

According to a recent study (U.S. consulting market 2015, by Source Information Services, a UK-based analyst firm), the US consulting market is the largest in the world, representing 55% of the $101 billion global market in 2014. It is also one of the fastest growing in Western economies, adding 9% in 2014. The researchers see three major factors driving the consulting figures in the US: the US economy ´ s strength, clients ´ use of consultants and technological development with an emphasis on digital transformation. Of the different consulting segments, financial management and risk consulting remains the fastest growing - although the market itself remains relatively small - at 12%. The second fastest growing sector is technology, which is expected to grow by 10%. Relatively lagging - but still with fierce growth - are operational improvement consulting and strategy consulting at 7% and 8% respectively. According to the survey held among 9,000 consultants in North America, McKinsey & Company, Bain & Company and Boston Consulting Group are the best consulting firms to work for in the US and Canada.

(Page 18)

Our main market

The U.S. economy has been in good shape overall in the second quarter following the slowdown in Q1 2016. Consumer spending - the main engine of the economy - likely remained strong in Q2 as retail sales expanded for a second consecutive month in May 2016. Despite facing challenges at the domestic level along with a rapidly transforming global landscape, the U.S. economy is still the largest and most important in the world. The U.S. economy represents about 20% of total global output, and is still larger than that of China. The U.S. economy is dominated by services-oriented companies in areas such as technology, financial services, healthcare and retail. Even though the services sector is the main engine of the economy, the U.S. also has an important manufacturing base, which represents roughly 15% of output. The U.S. is the second largest manufacturer in the world and a leader in higher-value industries such as automobiles, aerospace, machinery, telecommunications and chemicals. Meanwhile, agriculture represents less than 2% of output.

U.S. GDP growth in 2016 is expected to be 2.0%. The economy will grow slightly slower than 2015's growth rate of 2.1%. The increase in Gross Domestic Product is expected to remain at 2.0% in 2017 and in 2018. U.S. manufacturing is forecast to increase faster than the general economy. Production will grow 2.6% in 2016, 3.0% in 2017, and 2.8% in 2018. Growth will slow to 2.6% in 2019 and 2.0% in 2020. The unemployment rate is expected to be 4.7% in 2016. It will drop slightly to 4.6% in 2017, and 4.6% in 2018. That's lower than the 5.0% rate in 2015, and the Fed's 6.7% target. Most job growth is in low-paying retail and food service industries. Many people have been out of work for so long that they'll never be able to return to the high-paying jobs they used to have.

Our business

Along with the expansion in the scale of our operations, our working capital requirements will increase further. Our ability to obtain external financing in the future and the cost of such financing are subject to a variety of uncertainties, including but not limited to:

-The overall condition of financial markets;

-Potential changes in monetary policies with respect to bank interest rates and lending policy; and

-Our financial position.

Our business and development activities are dependent on the availability of equipment and qualified staff in the particular areas where such activities are or will be conducted. Shortages of such equipment or staff may affect the availability of such equipment to us and may delay our business and development activities and result in lower results. Our future operational success and profitability will depend on a number of factors, including, but not limited to:

-The increasing level of competition in the advisory industry;

-The efficiency and effectiveness of our sales and marketing efforts in building services and brand awareness;

-General economic conditions and consumer confidence.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The table below sets forth certain information regarding our directors and executive officers as of August 01, 2016. There are no arrangements or understandings between any person listed in the table below and any other person pursuant to which he or she was selected to his or her position.

Name

Position

Age

Start of Term of Office

Approximate hours per week for part-time employees

Philipp Oliver Bruns

Director, President, CEO

41

June 2014

variable

Andreas Bruns

Director, Secretary, CFO

59

July 2016

variable

Familial Relationships: Mr. Andreas Bruns and Mr. Philipp Oliver Bruns are brothers.

(Page19)

Business Experience of Directors, Executive Officers and Key Personnel

Philipp Oliver Bruns

Philipp Oliver Bruns (business economist and lawyer) became Chairman of the Board on June 19, 2014, and has been Chief Executive Officer and President since June 19, 2014. Before joining Equity One Net Invest Inc., Philipp held a wide range of management roles at European banks (e.g. Unicredit Bank in London). He is a corporate finance lawyer. He has over ten years of experience representing clients in merger and acquisition transactions, bank and other institutional financings, public and private securities offerings, corporate governance matters, securities compliance, reporting and disclosure matters, the formation and structuring of corporations, partnerships, joint ventures and limited liability companies, leveraged buyouts, tender offers and private equity and venture capital investments. Relevant experience includes the laws of the United States, common law systems (for example Hong Kong, Singapore and Ireland), civil law systems (for example, Germany, Switzerland, Italy, the Netherlands and France), certain of the Gulf States and off-shore jurisdictions (for example, the Channel Islands, Bermuda, Cyprus and the Cayman Islands). In the last three years, he accompanied about 25 Stock Exchange listings in Europe. Philipp has worked as an Investor Relations Manager for European listed companies and has a great deal of experience and know-how in corporate communications, including PR, IR and internal communications. Philipp qualified as a solicitor in 2004. He graduated in economics and law.

Andreas Bruns

Andreas Bruns (business economist and certified chemist) joined Equity One Net Invest Inc. in July 2016, serving as Director, CFO and Secretary. He has a 30+ year proven track record of innovation, vision and execution in creating successfull businesses. Andreas has broad investing, transactional and operating experience in private and public growth companies, internationally as well as in the U.S. His transactional experience includes several years of investment banking at Merrill Lynch & Co. serving as head of technology investment banking. Prior to this, Andreas was a consultant at McKinsey & Company. In addition to his U.S. venture capital experience, Andreas worked in Shanghai (China) for six years at a pioneering Asian venture capital firm. During his venture career, he has invested in more than 20 technology companies successfully. As a certified chemist and biotechnologist in the early years of his career, he received - as one of very few - nonrefundable government incentives for the development of screening test based on monoclonal antibodies.

Involvement in Certain Legal Proceedings.

Personal Bankruptcies

No director or executive officer of the Company within the past ten years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Bankruptcies

No director or executive officer of the Company, within the five years prior to the date of this Offering Circular, has been an executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the annual compensation of each of the three highest paid persons who were executive officers or directors of the Company during our last completed fiscal year ended May 31, 2016.

Name

Capacities in which compensation was received (e.g., Chief Executive

officer, director, etc.)

Cash Compensation ($)

Other Compensation ($)

Oliver Philipp Bruns

CEO

-0-

-0-

Andreas Bruns

CFO

-0-

-0-

(Page20)

Historically, we have not paid any salaries, bonuses or cash fees to any of our directors or executive officers. Accordingly, in the last completed fiscal year, the total compensation paid to our two directors, for their service as directors, was $0. We have not entered into any employment agreements with our executive officers or other employees to date. We may enter into employment agreements with them in the future. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives.

The Company expects that, upon completion of this Offering, the Company, Mr. Philipp Oliver Bruns and Mr. Andreas Bruns and will enter into an agreement whereby Mr. Philipp Oliver Bruns and Mr. Andreas Bruns will receive an annual salary of $100,000 each.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

As of July 25, 2016, we had 3,000,000 shares of common stock (ordinary shares) outstanding. The following table sets forth information as of July 25, 2016 regarding the beneficial ownership of our common stock by:

(1) all executive officers and directors as a group, and individually naming each director or executive officer who beneficially owns more than 10% of any class of our voting securities; and

(2) any other security holder who beneficially owns more than 10% of any class of our voting securities as such beneficial ownership would be calculated if the issuer were subject to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934.

Information on beneficial ownership of securities is based upon a record list of our security holders and we have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Title of Class

Name and address of beneficial owner (1)

Amount and nature of beneficial ownership

Amount and nature of beneficial ownership acquirable (2)

Percent of class (3)

Ordinary Shares

None owns more than 10%

-

None

-

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

No transactions during the last two completed fiscal years and the current fiscal year to which the Company was or is to be a participant and the amount involved exceeds $ 50,000 and in which

-any director or executive officer of the Company,

-any nominee for election as a director,

-any securityholder who beneficially owns more than 10% of any class of our voting securities as such beneficial ownership would be calculated if the issuer were subject to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934,

-any promoter of the Company, or

-any immediate family member of the above persons,

had or is to have a direct or indirect material interest, were agreed or concluded. An immediate family member of a person means such person ´ s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing such person ´ s household.

(Page21)

SECURITIES BEING OFFERED

We are offering 2,000,000 Shares of our common stock at a purchase price of $1.00 per Share, for maximum proceeds to us of approximately $2,000,000. Our authorized capital stock consists of 40,000,000 shares of common stock (ordinary shares). As of July 25, 2016, we had 3,000,000 shares of common stock outstanding.

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

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. There are no sinking fund provisions applicable to our stock, and no shareholder has no liability for further calls or assessment by the Company. None of our shares of capital stock has any conversion rights. There are no restrictions on the alienability of our common stock, other than pursuant to federal and state securities laws.

Our articles of incorporation, as amended, do not include any provisions discriminating against any existing or prospective holder of such securities as a result of such security holder owning a substantial amount of securities of the Company, and no rights of holders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class.

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future to holders of our common stock. Any future determination to declare dividends for our common stock will be made at the discretion of our board of directors, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

There is presently no public market for our shares of Common Stock. We anticipate applying for quoting of our Common Stock on the OTCQB upon the effectiveness of the registration statement of which this prospectus forms apart. We can provide no assurance that our shares of Common Stock will be quoted on the OTCQB or, if quoted, that a public market will materialize.

Our intended transfer agent will be VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598.

(Page22)


INDEX TO FINANCIAL STATEMENTS

Financial statements:

Page

-Balance Sheets as at May 31, 2016 and 2015 (unaudited)

F-2

-Statements of Operations and Statement of Stockholders ´ Equity for the Years Ended May 31, 2016 and 2015 (unaudited)

F-3

-Statement of Cash Flows for the Years Ended May 31, 2016 and 2015 (unaudited)

F-4

-Notes to Years Ended May 31, 2016 and 2015 Unaudited Financial Statements

F-5

(F-1)

BALANCE SHEET

Rounded figures

As of May 31, 2016

As of May 31, 2015

ASSETS

Current Assets

Cash

$ 9,910

$ 11,000

TOTAL CURRENT ASSETS

$ 9,910

$ 11,000

Non-Current Assets

Other Assets

$ 90

$ 0

TOTAL NON-CURRENT ASSETS

$ 90

$ 0

TOTAL ASSETS

$ 10,000

$ 11,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

$ 0

$ 0

TOTAL LIABILITIES

$ 0

$ 0

Stockholders' equity

$ 10,000

$ 11,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 10,000

$ 11,000

(F-2)


STATEMENT OF INCOME & STOCKHOLDERS' EQUITY

Rounded figures

Year ended May 31, 2016

Year ended May 31, 2015

Revenue

$ 0

$ 0

General and administrative expenses

$ (1,000)

$ (1,000)

NET LOSS

$ (1,000)

$ (1,000)

Stockholders' equity at beginning of period

$ 11,000

$ 12,000

STOCKHOLDERS' EQUITY

AT THE END OF PERIOD

$ 10,000

$ 11,000

(F-3)


STATEMENT OF CASH FLOWS

Rounded figures

Year ended May 31, 2016

Year ended May 31, 2015

Cash Flows From Operating Activities

Net Loss

$ (1,000)

$ (1,000)

Net Cash Used in Operations

$ (1,000)

$ (1,000)

Cash Flows from Investing Activities

Purchase of other assets

$ (90)

Net Cash Provided by Investing Activities

$ (90)

$ 0

Cash Flows from Financing Activities

Sale of Stock

$ 0

$ 12,000

Net Cash Provided by Financing Activities

$ 12,000

Net Increase (Decrease) in Cash

$ (1,090)

$ 11,000

Cash, Beginning of Year

$ 11,000

$ 12,000

Cash, End of Year

$ 9,910

$ 11,000

(F-4)


NOTES TO FINANCIAL STATEMENTS

May 31, 2016 and May 31, 2015

NOTE A - NATURE OF OPERATIONS

This summary of significant accounting policies of Equity One Net Invest Inc. ("Company") is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles (GAAP) and have been consistently applied in the preparation of the financial statements.

Nature of Operations - The Company was incorporated on June 19, 2014 in the state of Oregon. The Company is engaged primarily in the advisory business as well as other businesses that are generally tied to the consulting business.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Method of Accounting - The Company presents its financial statements on the accrual basis of accounting in compliance with GAAP. Revenues are recognized when services are rendered and expenses realized when the obligation is incurred.

Cash and Cash Equivalents - For purposes of reporting cash flows, the Company considers all cash accounts which are subject to withdrawal restrictions or penalties, and highly liquid debt instruments purchased with a maturity of three months or less to be cash or cash equivalents. The Company measures the fair values of its assets and liabilities using the US GAAP hierarchy. The carrying amounts reported in the balance sheets for cash approximate fair values due to the short-term nature of these financial instruments.

Revenue Recognition - The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company will derive its revenues from providing advisory services. In fiscal year ended May 31, 2016 and fiscal year ended May 31, 2015 the Company had no revenues.

Other Non-Current Assets - Other non-current assets are stated at cost. Other non-current assets consist of the following as of:

Rounded figures

May 31, 2016

May 31, 2015

Other non-current assets

$ 90

$ 0.00

Total

$ 90

$ 0.00

Income Taxes - The Company accounts for income taxes under ASC 740, " Income Taxes " . Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were

(F-5)

recognized at May 31, 2016.

NOTE C - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has not generated significant revenue. These factors raise substantial doubt about the Company ´ s ability to continue as a going concern. Management believes that the Company ´ s capital requirements will depend on many factors including the success of the Company ´ s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE D - SHAREHOLDER EQUITY

Common Stock - The authorized common stock of the Company consists of 40,000,000 non par value shares. There were 3,000,000 shares of common stock issued and outstanding as of July 25, 2016.

Holders of shares of Common Stock are entitled to one vote for each share held to be used at all stockholders ´ meetings and for all purposes including the election of directors.

On June 19, 2014 the Company issued 3,000,000 of its no par value common stock totaling $12,000 to its founders.

NOTE E - SUBSEQUENT EVENTS

None

(F-6)

INDEX TO EXHIBITS

Exhibit

No.

Description

2.1*

Certificate of Incorporation of Equity One Net Invest Inc.

2.2*

Bylaws of Equity One Net Invest Inc.

4.1*

Form of Subscription Agreement

* Filed herewith.

(I-1)

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on [________________], 2016.

Equity One Net Invest Inc.

By /s/ Philipp Oliver Bruns

Philipp Oliver Bruns

Chief Executive Officer

(S-1)

EX1A-2B BYLAWS 3 bylaws.htm

BYLAWS

OF

EQUITY ONE NET INVEST INC.

ARTICLE I

CORPORATE OFFICES

1.1 Offices

In addition to the corporation's registered office set forth in the Certificate of Incorporation, the Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Place Of Meetings

Meetings of stockholders shall be held at any place, within or outside the state of Oregon, designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the corporation.

2.2 Annual Meeting

The annual meeting of stockholders shall be held on such date, time and place, either within or without the state of Oregon, as may be designated by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted.

2.3 Special Meeting

A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the chief executive officer, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the chairman of the board, the chief executive officer or the president, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by email, fax, telegraphic or other facsimile or electronic transmission to the chairman of the board, the chief executive officer, the president or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

2.4 Notice Of Stockholders' Meetings

All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.5 Manner Of Giving Notice; Affidavit Of Notice

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission.

2.6 Quorum

The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to adjourn the meeting to another place (if any), date or time.

2.7 Adjourned Meeting; Notice

When a meeting is adjourned to another place (if any), date or time, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place (if any), thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8 Organization; Conduct of Business

Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer, or in his or her absence, the president or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

2.9 Voting

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions of Corporation Law of Oregon. Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

2.10 Waiver Of Notice

Whenever notice is required to be given under any provision of the Corporation Law of Oregon or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice, or any waiver of notice by electronic transmission, unless so required by the certificate of incorporation or these bylaws.

2.11 Record Date For Stockholder Notice; Voting; Giving Consents

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If the Board of Directors does not so fix a record date:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail or other electronic transmission as permitted by law) is delivered to the corporation.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, if such adjournment is for 30 days or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2.12 Proxies

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, facsimile, electronic or telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact.

ARTICLE III

DIRECTORS

3.1 Powers

Subject to the provisions of the Corporation Law of Oregon and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

3.2 Number Of Directors

Upon the adoption of these bylaws, the number of directors constituting the entire Board of Directors shall be one or more. Thereafter, this number may be changed by a resolution of the Board of Directors or of the stockholders, subject to Section 3.4 of these bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before such director's term of office expires.

3.3 Election, Qualification And Term Of Office Of Directors

Except as provided in Section 3.4 of these bylaws, and unless otherwise provided in the certificate of incorporation, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Unless otherwise specified in the certificate of incorporation, elections of directors need not be by written ballot.

3.4 Resignation And Vacancies

Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. Notwithstanding the provisions of Section 60.331 of the Oregon Revised Statutes (Chapter 60), any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of the certificate of incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office (including any directors that have tendered a resignation effective at a future date), though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board of Directors' action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the Corporation's stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws.

3.5 Place Of Meetings; Meetings By Telephone

The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the state of Oregon. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6 Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.7 Special Meetings; Notice

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the chief executive officer, the president, the secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first- class mail, facsimile, electronic transmission, or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. The notice need not specify the purpose of the meeting. The notice need not specify the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

3.8 Quorum

A quorum of a board of directors consists of: (a) If the corporation has a fixed board size, a majority of the fixed number of directors; or (b) If the corporation has a variable-range size board, a majority of the number of directors prescribed, or if no number is prescribed, a majority of the number in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

3.9 Waiver Of Notice

Whenever notice is required to be given under any provision of the Oregon Revised Statutes or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

3.10 Board Action By Written Consent Without A Meeting

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

3.11 Fees And Compensation Of Directors

Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.12 Removal Of Directors

The shareholders may remove one or more directors with or without cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

ARTICLE IV

COMMITTEES

4.1 Committees Of Directors

The board of directors may create one or more committees and appoint one or more members of the board of directors to serve on each committee. The creation of a committee and appointment of members to it must be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the articles of incorporation or bylaws to take action under Oregon Revised Satutes section 60.351. A committee may not:

-Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

-Approve or propose to shareholders action that requires to be approved by shareholders;

-Fill vacancies on the board of directors or on any of its committees;

-Adopt, amend or repeal bylaws.

-The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Oregon Revised Satutes section 60.357.

The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member ´ s absence or disqualification.

4.2 Committee Minutes

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

4.3 Meetings And Action Of Committees

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

5.1 Officers

The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board of Directors, a chief executive officer, a chief financial officer, a treasurer, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person. The salaries of all officers of the Corporation shall be fixed by the board of directors.

5.2 Appointment Of Officers

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be appointed by the Board of Directors, subject to the rights (if any) of an officer under any contract of employment.

5.3 Subordinate Officers

The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.

5.4 Removal And Resignation Of Officers

An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under section 60.034 (5) of Oregon Revised Statutes unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board of directors accepts the future effective time, its board of directors or the appointing officer may fill the pending vacancy before the effective time if the board of directors or the appointing officer provides that the successor does not take office until the effective time.

An officer may be removed at any time with or without cause by:

-The board of directors;

-The appointing officer, unless otherwise provided by the bylaws or the board of directors; or

-Any other officer if authorized by the bylaws or the board of directors.

5.5 Vacancies In Offices

Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

5.6 Chief Executive Officer

Subject to such supervisory powers (if any) as may be given by the Board of Directors to the chairman of the board (if any), the chief executive officer of the corporation (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws. The person serving as chief executive officer shall also be the acting president of the corporation whenever no other person is then serving in such capacity.

5.7 President

Subject to such supervisory powers (if any) as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these bylaws. The person serving as president shall also be the acting chief executive officer or secretary of the corporation, as applicable, whenever no other person is then serving in such capacity.

5.8 Vice Presidents

In the absence or disability of the chief executive officer and president, the vice presidents (if any) in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman of the board.

5.9 Secretary

The secretary shall have the responsibility for preparing minutes of the directors ´ and shareholders ´ meetings and for authenticating records of the corporation.

5.10 Chief Financial Officer

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any member of the Board of Directors. The chief financial officer shall render to the chief executive officer, the president, or the Board of Directors, upon request, an account of all his or her transactions as chief financial officer and of the inancial condition of the corporation. He or she shall have the general powers and duties usually vested in the office of chief financial officer of a corporation and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws.

5.11 Treasurer

The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records with respect to all bank accounts, deposit accounts, cash management accounts and other investment accounts of the corporation. The books of account shall at all reasonable times be open to inspection by any member of the Board of Directors. The treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors and shall render to the chief financial officer, the chief executive officer, the president or the Board of Directors, upon request, an account of all his or her transactions as treasurer. He or she shall have the general powers and duties usually vested in the office of treasurer of a corporation and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws.

5.12 Authority And Duties Of Officers

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification Of Directors

The corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if:

-The conduct of the individual was in good faith;

The individual reasonably believed that the individual ´ s conduct was in the best interests of the corporation, or at least was not opposed to the corporation ´ s best interests; and

-In the case of a criminal proceeding, the individual did not have reasonable cause to believe the individual ´ s conduct was unlawful.

Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. The corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

-The director furnishes the corporation a written affirmation of the director ´ s good faith belief that the director has met the standard of conduct; and

-The director furnishes the corporation a written undertaking, executed personally or on the director ´ s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.

A corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct. A determination that indemnification of a director is permissible shall be made:

(a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding. However, directors who are parties to the proceeding may participate in designation of the committee;

(c) By special legal counsel selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this subsection or, if a quorum of the board of directors cannot be obtained under paragraph (a) of this subsection and a committee cannot be designated under paragraph (b) of this subsection, the special legal counsel shall be selected by majority vote of the full board of directors, including directors who are parties to the proceeding; or

(d) By the shareholders.

6.2 Indemnification Of Officers

An officer of the corporation is entitled to mandatory indemnification and is entitled to apply for court-ordered indemnification, in each case to the same extent as a director. The corporation may indemnify and advance expenses to an officer, employee or agent of the corporation to the same extent as to a director.

6.3 Insurance

A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability.

ARTICLE VII

RECORDS AND REPORTS

7.1 Maintenance And Inspection Of Records

The corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Oregon. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder's name, shall be open to the examination of any such stockholder for a period of at least 10 days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

7.2 Inspection By Directors

Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

ARTICLE VIII

GENERAL MATTERS

8.1 Checks

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

8.2 Execution Of Corporate Contracts And Instruments

The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.3 Stock Certificates and Notices; Uncertificated Stock; Transfer of Stock

The shares of the corporation may be certificated or uncertificated, as provided under Oregon law, and shall be entered in the books of the corporation and recorded as they are issued. Any or all of the signatures on any certificate may be a facsimile or electronic signature. In case any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Within a reasonable time after the issuance or transfer of uncertificated stock and upon the request of a stockholder, the corporation shall send to the record owner thereof a written notice that shall set forth the name of the corporation, that the corporation is organized under the laws of Oregon, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares, and any restrictions on the transfer or registration of such shares of stock imposed by the corporation's certificate of incorporation, these bylaws, any agreement among stockholders or any agreement between stockholders and the corporation.

Upon receipt by the corporation or the transfer agent of the corporation of proper transfer instructions from the record holder of uncertificated shares or upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate or, in the case of uncertificated securities and upon request, a notice of issuance of shares, to the person entitled thereto, cancel the old certificate (if any) and record the transaction in its books. The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Corporation Law of Oregon.

The corporation shall be entitled to recognize the exclusive right of a person recorded on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person recorded on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Oregon.

8.4 Lost Certificates

Except as provided in this section, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or notice of uncertificated stock in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.5 Dividends

The directors of the corporation, subject to any restrictions contained in (a) the Corporation Law of Oregon (Oregon Revised Statutes) or (b) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock.

8.6 Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

ARTICLE IX

AMENDMENTS

The board of directors may amend or repeal the corporation ´ s bylaws, unless the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

CERTIFICATE OF ADOPTION OF BYLAWS

OF

EQUITY ONE NET INVEST INC.

ADOPTION BY INCORPORATOR

The undersigned person appointed in the certificate of incorporation to act as the Incorporator of Equity One Net Invest Incorprated an Oregon corporation, hereby adopts the foregoing Bylaws as the Bylaws of the corporation.

Executed on June 19th, 2014

Oliver Philipp Bruns

EX1A-2A CHARTER 4 articles_.htm

ARTICLES OF INCORPORATION

Corporation Division

E-FILED

Jun 19, 2014

OREGON SECRETARY OF STATE

REGISTRY NUMBER

102835790

OREGON SECRETARY OF STATE

TYPE

DOMESTIC BUSINESS CORPORATION

1. ENTITY NAME

EQUITY ONE NET INVEST INCORPORATED

2. MAILING ADDRESS

LEGALINC CORPORATE SERVICES INC 942 WINDMERE DRIVE NW

SALEM OR 97304 USA

3. NAME & ADDRESS OF REGISTERED AGENT

858750-95 - LEGALINC CORPORATE SERVICES INC

LEGALINC CORPORATE SERVICES INC 942 WINDMERE DRIVE NW

SALEM OR 97304 USA

4. INCORPORATORS

OLIVER BRUNS

LEGALINC CORPORATE SERVICES INC 942 WINDMERE DRIVE NW

SALEM OR 97304 USA

5. NUMBER OF SHARES

40000000

6. OPTIONAL PROVISIONS

The corporation elects to indemnify its directors, officers, employees, agents for liability and related expenses under ORS 60.387 to 60.414.

By my signature, I declare as an authorized authority, that this filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment, or both.

By typing my name in the electronic signature field, I am agreeing to conduct business electronically with the State of Oregon. I understand that transactions and/or signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement.

ELECTRONIC SIGNATURE

OLIVER BRUNS