1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Preferred Equity

Preferred Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

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• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

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Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

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1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None ☒

Unregistered Securities Act

Table of Contents

Post-Qualification Offering Circular Amendment No. 1

File No. 024-11526

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated June 9, 2022

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.

FORM 1-A/A

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

Valiant Eagle, Inc.

6320 Canoga Avenue

Suite 1564

Woodland Hills, California 91367

$10,000,000

20,000,000,000 SHARES OF COMMON STOCK

$0.0005 PER SHARE

This is the public offering of securities of Valiant Eagle, Inc., a Delaware corporation. We are offering 20,000,000,000 shares of our common stock, par value $0.0001 (“Common Stock”), at an offering price of $0.0005 per share (the “Offered Shares”) by the Company, for a total offering of $10 million. This Offering will terminate on twelve months from the day the Offering is qualified or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”).

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.

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

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. The aggregate offering price will be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price or aggregate sales attributable to cash received in a foreign currency will be translated into United States currency at a currency exchange rate in effect on, or at a reasonable time before, the date of the sale of the securities. If securities are not sold for cash, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of non-cash consideration will be reasonable at the time made.

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

Our Common Stock is traded in the OTC Market Pink Open Market under the stock symbol “PSRU.”

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

(1) We are offering shares on a continuous basis. See “Distribution – Continuous Offering”.

(2) This is a “best efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. See “How to Subscribe.”

(3) We are offering these securities without an underwriter.

Our Board of Directors used its business judgment in setting a value of $0.0005 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

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

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

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

The date of this Offering Circular is June 9, 2022.

TABLE OF CONTENTS

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

In this Offering Circular, unless the context indicates otherwise, references to “PSRU”, “we”, the “Company”, “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Valiant Eagle, Inc.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED ‘BLUE SKY’ LAWS).

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER’S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.

Forward Looking Statement Disclosure

This Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A, Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company’s current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as ‘anticipate,’ ‘estimate,’ ‘expect,’ ‘project,’ ‘plan,’ ‘intend,’ ‘believe,’ ‘may,’ ’should,’ ‘can have,’ ‘likely’ and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A, Offering Circular, and any documents incorporated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company’s control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company’s actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by the Company in this Form 1-A, Offering Circular or any documents incorporated by reference herein speaks only as of the date of this Form 1-A, Offering Circular or any documents incorporated by reference herein. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Company Information

The Company, sometimes referred to herein as “we,” “us,” “our,” and the “Company” and/or “Valiant Eagle” was incorporated on March 21, 2007, under the laws of the State of Delaware.

The Company was incorporated under the laws of Delaware on March 21, 2007 as International Medical Staffing, Inc. which was in the business of developing, marketing, licensing, and contract manufacturing of lighting technology for use in residential, commercial, and industrial applications worldwide. In November 2009, the Company changed its name to Purespectrum Inc.

On February 20, 2015, the Company acquired as a wholly owned subsidiary, Nutrafill LLC, a Georgia corporation that is a nutraceutical manufacturer using only natural ingredients. The company encapsulated a variety of vitamins, and also packaged powders and liquids.

On September 7, 2018, pursuant to an Acquisition and Merger Agreement, the Company fully divested itself of Nutrafill LLC, and acquired all of the membership interests in Opportunity Knocks Television LLC, a California Limited Liability Company. As of February 12, 2020, the Company performed a name change to Valiant Eagle, Inc. to better reflect the Company’s strategic focus on energizing entertainment in television, the internet, and social media. Simultaneously with the name change, the Company completed a 5000-1 reverse stock split.

On or about June 8, 2022, the Company increased its authorized shares to twenty-two billion (22,000,000,000) shares.

Valiant Eagle, Inc. offices are located at 6320 Canoga Ave #1564 Woodland Hills, CA, 91367. Our telephone number is 747-444-1542 and our email address is info@valianteagle.net.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as  bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.

Trading Market

Our Common Stock trades in the OTCMarket Pink Open Market Sheets under the symbol PSRU.

Xavier Mitchell, the Company’s Chief Executive Officer and sole member of the Company’s Board of Directors, is the owner of 44,999,000 shares of the outstanding shares of the Company’s Series B Preferred Stock and 670,000 shares of the outstanding shares of the Company’s Series C Preferred Stock. Mr. Mitchell has voting rights equal to approximately sixty-eight percent (68%) of all votes entitled to be voted at any annual or special meeting of the shareholders of the Corporation or action by written consent of shareholders. Thus, Mr. Mitchell possesses significant influence and can elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. Mitchell’s ownership and control of Series B and Series C Preferred Stock may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer. Mr. Mitchell’s ownership and control of Series B and Series C Preferred Stock gives him the control of approximately 68% of the Company’s voting shares regardless of the number of shares sold pursuant to this Offering. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares.

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

DILUTION

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If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of March 31, 2022 was $0 or $0 per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering (after deducting estimated offering expenses of $100,000):

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DISTRIBUTION

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This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

Reliance on Rule 3a4-1 under the Securities Exchange Act of 1934

Our officers are relying upon SEC Rule 3a4-1 under the Securities Exchange Act of 1934. The officers of the Company will not be deemed to be brokers solely by reason of their participation in the sale of the securities. The officers are not subject to a statutory disqualification; and they will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and are not at the time of their participation an associated person of a broker or dealer. They will perform substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities. They were not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months. They will not participate in selling an offering of securities for any issuer more than once every 12 months. They will restrict their participation to any one or more of the following activities: (a) preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; (b) responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; Provided, however, that the content of such responses are limited to information contained in an Offering Statement filed  under the Securities Act of 1933 or other offering document; or (c) performing ministerial and clerical work involved in effecting any transaction.

Pricing of the Offering

Prior to the Offering, there has been a limited public market for the Offered Shares. The initial public offering price was determined by our Board of Directors. The principal factors considered in determining the initial public offering price include:

Offering Period and Expiration Date

This Offering will start on or after the Qualification Date and will terminate on twelve months from the day the Offering is qualified or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”).

Procedures for Subscribing

When you decide to subscribe for Offered Shares in this Offering, you should:

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

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

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

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

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

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

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

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

______

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Plan of Operation for the Next Twelve Months

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months, based on the successful completion of the entire offering amount. The Company has no plans to merge with or acquire any company. The Company's may consider acquiring additional ownership rights to Music Audio Rights, Movie and Film Libraries, Radio Stations, TV Show Rights and Rights to Major Recording Artists. If the Company undertakes to acquire additional ownership rights, it may have to raise additional funds in the next twelve months.

The Company intends to generate revenues by (1) fees charged to customers who wish to view the Company’s entertainment programming, (2) rights fees paid by network channels for the Company’s films, series and music, (3) fees generated by the lease of Company equipment and facilities, and (4) advertising fees paid by companies sponsoring the Company’s entertainment content.

We intend to market our entertainment products through various online channels and networks.

The Company expects to increase the number of employees at the corporate level.

Cost of revenue. The Company expects that the cost of revenue will consist primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to purchasing equipment, colocation, marketing, providing products, services, and salaries and benefits for employees on our operations teams.

Research and development. The Company will engage in substantial research and development expenses. These will consist primarily of salaries and benefits for employees who are responsible for building new products, as well as improving existing products. We will expense all of our research and development costs as they are incurred.

Marketing and sales. The Company will make substantial marketing and sales expenses which will consist primarily of salaries, and benefits for our employees engaged in sales, sales support, marketing, business development, operations, and customer service functions. Our marketing and sales expenses also include marketing and promotional expenditures.

General and administrative. The majority of our general and administrative expenses will consist of salaries, benefits, and share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications, and policy employees, and other administrative employees. In addition, general and administrative expenses include professional and legal services. The Company expects to incur substantial expenses in marketing the current Offering, in closing its acquisitions, and in promoting and managing these acquisitions.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates and assumptions include the fair value of the Company's common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to the Company's deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred, and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

VALIANT EAGLE, INC.

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Open Negotiation – Opportunity Knocks TV Network (“OKTV”) uses the open negotiation approach to television programing. Open Negotiating requires OKTV to bypass utilizing a broker in negotiations with content producers. OKTV negotiates directly with content producers, thereby eliminating the need for a broker or agency. By eliminating the need for middleman, OKTV has more control over its operations, which, in turn, gives it more freedom to choose and create the programming it wants to offer. The key advantage for producers is that OKTV gives them greater creative control and input into the development of their programs than they normally would not receive at other networks. Thus, while OKTV retains the authority to control all aspects of productions, it allows producers greater say from a creative standpoint.

Children’s Online Privacy Protection Act (“COPPA”) limits the collection by operators of websites or online services of personal information online from children under the age of 13. In July 2019, the Federal Trade Commission initiated a review of its regulations implementing COPPA, which we anticipate will be updated to address changes in technology.

BUSINESS

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Summary

Valiant Eagle, Inc., also known as PSRU, is a media company that produces and distributes motion picture, music, sporting entertainment, TV broadcasting, and streaming content.

Corporate History

Valiant Eagle, Inc. (PSRU:OTC) is a publicly-traded corporation focused on energizing and creating content for television, digital, and social media industries. It aims to achieve unparalleled advances in media by producing content featuring music, sports, entertainment, and technology.

The Company was incorporated under the laws of Delaware on March 21, 2007 as International Medical Staffing Inc. which was in the business of developing, marketing, licensing, and contract manufacturing of lighting technology for use in residential, commercial, and industrial applications worldwide. In November 2009, the Company changed its name to Purespectrum Inc.

On February 20, 2015, the Company acquired as a wholly owned subsidiary, Nutrafill LLC, a Georgia corporation that is a nutraceutical manufacturer using only natural ingredients. The company encapsulated a variety of vitamins, and also packaged powders and liquids.

On September 7, 2018, pursuant to an Acquisition and Merger Agreement, the Company fully divested itself of Nutrafill LLC, and acquired all of the membership interests in Opportunity Knocks Television LLC, a California Limited Liability Company. As of February 12, 2020, the Company completed a name change to Valiant Eagle, Inc. to better reflect the Company’s strategic focus on energizing entertainment in television, the internet and social media. Simultaneously with the name change, the Company completed a 5000-1 reverse stock split.

On or about June 8, 2022, the Company increased its authorized shares to twenty-two billion (22,000,000,000) shares.

Overview

Valiant Eagle, Inc. (“VE”) is a multi-faceted media corporation focused on the energizing of entertainment in broadcast television, the Internet, and social media.

VE is a leading media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by innovative consumer brands, our portfolio includes Opportunity Knocks TV Network, Xavier Media Group, Providence Films, Franchise X Entertainment, ABA Canada, ABA Hollywood, and ABA Beverly Hills, among others. We deliver quality programming to television audiences worldwide. In addition to offering innovative streaming services and digital video products, we provide powerful capabilities in production, distribution, and advertising solutions. Through the synergistic combination of our studios and streaming businesses, we strategically focus on creating value. First, we maximize the power of our content by leveraging our extensive intellectual property portfolio across our Company and by focusing on areas with growth potential. Second, we maximize value from our biggest lines of revenue: advertising, affiliate and content licensing. Third, we are accelerating our momentum in streaming by expanding our differentiated ecosystem of free, pay and premium streaming services to capitalize on the global opportunity in streaming.

The Company’s goal is to create a conglomerate in many facets. The Company is preparing to become a major entertainment content provider.

The Company’s business plan is to seek to acquire many rights for ownership including:

Through its four 100% wholly owned subsidiaries, the Xavier Media Group (“XMG”), Franchise X Entertainment (“FXE”), the Providence Film Group (“PFG”) and Opportunity Knocks TV Network (“OKTV”), VE aims to achieve strategically competitive media advances through the ready provision of unique, top-shelf content highlighting music, sports, entertainment and technology.

Background

Mass communications technology is now an integral part of modern day life. With its speed, accuracy, and virtually unlimited quantity of unfettered and democratized information, the Internet has provided us with the means to transition from the Information Age into a new one: the Communication Age.

Governments, organizations, groups and individuals are freely using this communications technology, mostly for their own ends. However, the use of the Internet per se (much like use of the telephone) does not automatically provide fulfillment, opportunity, or happiness to any or all who use it.

Especially in the arena of entertainment programming content, a high level of consumer satisfaction has yet to be reached. VE looks to fill this void by feeding high-quality, fulfilling program content to all users through iPhones, Android phones, tablets, computers, and smart TVs, and subsequently fine-tuning that content based on feedback from its consumers.

2015 marked the transition of the Information Age into the Communication Age. No longer is information delivered one-way (e.g., through traditional cinema, television, radio, and print such as newspapers and magazines), considered as valuable as it once was. Today, feedback as to consumer (dis)satisfaction is both intentional and immediate. Unlike in the Information Age, today’s viewership can, and does, speak back immediately, unimpeded by any filtration, spin, public relations or other biasing of its immediate reaction, feeling and intention.

It is now no longer possible to use traditional media to influence the public’s opinion. Since their traditional role as gatekeepers to information has disintegrated, the traditional print, TV, and cinema media business models will gradually eclipse and be partially amalgamated into those of the Internet.

From statistical evidence, 2017 was the first year that digital video usage through smartphones, tablet devices, and smart TVs superseded that of traditional TVs connected with network, satellite, or cable services. Put directly, 2017 marked the first year that Internet-distributed, two-way content had more viewers than traditional, FCC-approved broadcast and network TV and cable programming.

Whether on-demand or by niche subscription, specialized video content provides their audiences with a genuinely discrete and satisfactory experience, tailored to their tastes, by downloading or streaming video. This allows those audiences to speak back to the media, and further tailor their own programming experiences to further specifications.

Thus, viewers' need to consume specialized or niche-oriented content online and have it broadcasted, which has led to the exponential growth for the rate in which information is received, since each of these newer portable devices can be considered to be its own highly portable TV set with an audience of one. That individual is ever-curious and searching for new, fulfilling content within his or her own interest groups to watch, learn, feel through, and of course to explore and investigate fresh new interest groups to get to know and love.

With its access to its comprehensive set of programs, channels, and stations, leading to the smooth, and effortless delivery of both intellectually, and emotionally satisfying unique programming content, VE allows its viewers to lock in on contemporary topics in the most convenient and efficient manner possible.

VE has its eye set on the new Communication Age and intends to reach and maintain its path to the apex position.

OUR SUBSIDIARIES

Opportunity Knocks TV Network (OKTV)

(www.myok.tv)

Opportunity Knocks TV Network is based in Los Angeles, California, and is committed to producing family-friendly entertainment for everyone.

Market Needs

OKTV management has concluded that most content on the television can be often exceedingly violent, redundant, and repetitive. This has led to boredom amongst viewers with an unfilled demand for unique programming. Our leadership will use an Open Negotiation method to achieve racial and age diversity, and to produce distinctive TV programs that are aimed to bring families together.

OKTV has gained a strategic competitive advantage in the television broadcasting market. We use a distinctive content creation method in addition to utilization of our small, agile size coupled with the employment of industry veterans. By using this formula, our ability to generate quality content enhances our positioning in the marketplace by mitigating the normal production time to produce this programming.

We also use an Open Negotiation method of interaction with content producers to create programming that reflects OKTV's brand ethos and core values. Also, the company’s relatively small size enables it to make quicker editorial and spending decisions. Highly skilled, connected individuals with deep understanding in the television industry have provided OKTV with this insurmountable competitive advantage.

OKTV has identified a problem worth solving: it emphasizes the upholding of our society's morals in the family and community at large. Opportunity Knocks™ TV Network, Inc. (OKTV) was launched to provide the kind of life-affirming, non-violent television that family members will want to watch together.

OKTV revenues are generated primarily from advertising sales and the licensing and distribution of content.

Providence Film Group (PFG)

(http://www.providencefilmgroup.org/)

Providence Film Group (“PFG”) is an entertainment studio based in Los Angeles that offers media production services to the film, television, and music industries. PFG’s services include motion picture production, television production, music, and video production, online production, home video acquisition, and distribution and development of new entertainment opportunities in an innovative and targeted style. In short, we produce broadcast-level content.

PFG has a presence in both domestic and foreign markets, and it has created substantial sales revenue for its clients over the last decade.

The Company plans to build a full-purpose state-of-the-art motion picture studio. The studio will be named Providence Studios. Providence Studio may generate additional revenue from equipment rental, short-term leasing of the post-production facility, soundstage usage and lot rental.

PFG plans to develop innovative media content such as concerts, specials, and television programming. PFG will produce soundtrack, and other production, and post-production services for third party movie producers on an ad-hoc basis. Related ventures will provide various sources of additional revenue.

The Company recently completed its Streaming Media Pay Per View Platform. Through this platform, all of the Company’s video content will be available for consumers to stream. PFG will generate revenue from distribution and licensing of films and other media content, home video distribution, Pay-Per-View, Pay-TV and Network TV fee upsells, advertising and the streaming of content.

On April 12, 2021, PFG entered into a Consulting Agreement with EB5AN Management and Consulting LLC (“EB5AN”) whereby EB5AN would assist PFG in applying for a regional center designation with the United States Citizenship and Immigration Services (“USCIS”) EB-5 program.

The U.S. government created the EB-5 Immigrant Investor Program to encourage foreign investment in U.S. businesses. In exchange for investing in a business that creates jobs for U.S. workers, foreign nationals and their families are eligible to become permanent residents of the United States. The program’s name, “EB–5”, comes from the visa category for which immigrant investors apply – the Employment-Based Immigration: Fifth Preference EB-5.

While the program has evolved considerably since its creation in 1990, there are currently two ways for foreign investors to obtain an EB-5 Visa:

1. Direct investment in a new or existing commercial enterprise that creates jobs, or
2. Investing capital through a “Regional Center”, a government-approved firm that actively manages investor funds and the immigration approval process

Investing capital through a Regional Center provides several major benefits to immigrants seeking U.S. residency through the EB-5 program. One of the most important advantages is the ability to count both direct and indirect jobs. Under the Direct Investment Program, only direct jobs are eligible to meet the job creation criteria. Direct job creation is a result of an investment which has created and sustained ten new actual identifiable jobs over a two-year period. Under the Regional Center program, however, investors can satisfy the job requirement by also showing the indirect job creation from pooled funds of all investors in the project. These jobs can be created collaterally or as a result of the capital invested in a commercial enterprise affiliated with a Regional Center. In other words, the investor does not need to show that he or she directly hired any employees and the burden of proving job creation is passed onto the Regional Center.

Regardless of which option an investor chooses, the minimum investment amounts are the same. Each EB-5 Visa applicant must invest a minimum of $1,800,000 in a job-creating venture. If the business receiving capital is located in a Targeted Employment Area (“TEA”) – defined as a rural area or a region with high unemployment – the minimum investment amount is reduced to $900,000.

On April 9, 2021, pursuant to a Bill of Sale and Assignment of Motion Pictures between AIM Group Films and PFG, PFG acquired the following iconic movies including remake rights of:

Adios Amigos (1976)

Adventures of Huckleberry Finn (1953)

Black Brigade (1970)

Bloody Wednesday (1985)

Callie and Son (1981)

Fists of Fury (1971)

Ginger in the Morning (1974)

Great American Tragedy (1972)

Gulliver’s Travels (1939)

Nuclear Run (1980)

Revenge of Doctor X (1970)

Swamp Thing (1982)

On September 30, 2021, PFG entered into a development deal with New Republic Pictures, a major production company in Hollywood. The companies will develop the film THE WILD GEESE written by William Monahan.

On October 27, 2021 the company executed an agreement for financing ZELDA, a major Hollywood production starring Jennifer Lawrence and produced and conjunction with New Republic Pictures and Brian Oliver.

Xavier Media Group (XMG)

(www.thexmg.net)

Xavier Media Group (“XMG”) has a portfolio of over three dozen streaming and broadcast media channels, each catering to its own specific niche or micro-niche, and with content ranging from sports, cannabis, music, children’s entertainment, fitness, horror, and many others.

Currently, all channels are available now on the Roku smart-TV platform (currently reaching over 40 million subscribers and growing rapidly), and will soon also be available on Amazon Fire, Apple TV, Google Play store, Rabbit TV, XBOX, Chromecast, and more. Select channels will also be broadcast through regular FCC-approved TV channels over US national airwaves.

XMG supports a two-way communication system on all of its channels. The viewers may respond by commenting on their programs, joining forums, or groups to give feedback.

XMG has recently signed a Letter of Intent with the American Basketball Association to launch streaming channels and websites for each ABA basketball team.

Products

XMG addresses a vast market where its products include broadcast channels operating independently, and niche or micro-niche content targeted to specific areas and audiences of interest, from sports to children’s entertainment and way beyond.

XMG is an independent distribution entity, and also acquires airworthy productions, and then commits to its own finishing, marketing, and sales resources towards those productions’ success.

Revenue

Video-On-Demand (VOD) revenues vary per channel: some are subscription-based (sVOD), meaning that income derives from periodic subscriptions.

Another form of revenue acquisition is from advertisement sales in terms of direct sales (aVOD). XMG has devised business models in which an individual content producer and advertiser decide to target and reach a particular and specifically targeted audience, on their own terms and mutually agreed-upon revenue flows. Note that XMG assists in, but does not intervene in, the deal between the individual content producer and the advertiser/sponsor. This kind of product specialization has given the XMG group a competitive advantage, literally cutting out the middle-man (in other cases the networks and/or distributors, agents, managers, et al) to ensure the highest fiscal attraction values to both producer and funder.

VE continues to provide this and other solutions to supply its producers, funders and end users with real-time access tools to get connected and committed, to view and give feedback on topics such as music, sports, and entertainment, in the most convenient and effective manner possible. The Company recently completed its Streaming Media Pay Per View Platform. Through this platform, all of the Company’s video content will be available for consumers to stream. All cleared content will be monetized on the Company’s own HD Pay Per View Streaming platform which is already completed.

Franchise X Entertainment (FXE)

(www.franchisexentertainment.com)

Franchise X Entertainment (“FXE”) is a music-industry corporation based in Los Angeles, and is a premier provider of new and upcoming contemporary music. It is a company that challenges new and upcoming artists in musical fields such as Hip Hop, pop, and R&B to develop more compelling, creative and content.

Product

In addition to retail releases, FXE is the originator of the music soundtracks for VE’s sister companies. FXE also first identified the market need for music accompaniment for those participating in sports. Sports fans, both domestic and international, are the primary target markets. Thanks to FXE’s founder and director, Xavier Mitchell, our mission to create brands for each artist was well-defined from the Company’s inception, and the same consistent quality leadership has facilitated the company’s continued success.

Event and Artist Production and Licensing

FXE will seek to work with special legendary artists in world class facilities. The goal is to invest in the development and promotion of live events, leveraging our strength in media distribution across all platforms and to become a premier management company. The Company intends to apply cutting edge video quality distribution methods and social media applications to expand market awareness. The Company will seek to introduce interactive marketing and grow strong continuous revenues. Franchise X Entertainment LLC is also a talent agency that has the following up and coming artists with corresponding song copyrights and royalties under contract:

Notcho

Belle Aire

Lavelle

Cadence

Keem O’Shae

It also owns the following assets: mixing board, microphones, monitors, mac computers, software, furniture and equipment.

All cleared content will be monetized on the Company’s own HD Pay Per View Streaming platform, which is already completed.

Strategy and Implementation

The Company’s primary business is to develop and market world-class entertainment content, including but not limited to full-length concerts, movies, and television shows. This will be accomplished by aggressive deployment and branding of the Company’s state-of-the-art technologies to bring superior, cost-effective solutions to consumers in need of these services.

Through the Company’s various websites, customers will be offered designated services. These services are transactional in nature with add-on options based on the sender’s requirements.  Options are priced to increase the overall amount per transaction whereby the overall margin is significantly increased.

By being a web-based business, our business model is based on volume. Through automation of transactions inherent in the technologies employed, a low cost of transaction maintains high gross margin. Our business can run 24 hours a day, seven days a week with minimal staff needed to operate the business. Most business activities are automated, which greatly reduces the related overhead and staffing components associated with similar, conventional business formats.

The Company’s corporate development is focused on its core business and is structured to accomplish its initial business objectives over a three-year period.

Business Growth Strategy

The key to the Company’s business growth strategy is customer acquisition. The Company’s initial operations are based in the United States. Being an Internet based business; technical operations can be maintained separately from corporate operations. This will all be aligned with the Company’s basic financial philosophy of controlling costs as sales revenue grows through the expansion of website operations.

The Company will focus on its core businesses over the first three years to establish a significant market share in multiple industry segments.  Other products and services may be implemented after proper feasibility, cost analysis and in depth market and customer research.

Direct Sales

The Company will engage industry specific national sales and marketing groups to promote its products and services.  Corporate discounts and promotions will be instituted to targeted business customers and consumers.

American Basketball Association (ABA)

(www.abaliveaction.com)

ABA Canada, ABA Beverly Hills Majestics, ABA Hollywood Action

VE has executed an agreement with the ABA to launch ABA Canada. ABA Canada is a majority owned subsidiary of VE. VE will develop the American Basketball Association Canada utilizing the same format as ABA Australia, ABA Mexico and the WABA. The Company is authorized to use the ABA brand in developing ABA Canada. ABA rules will be used as well as the ABA standards and requirements and ABA code of conduct. ABA Canada will be responsible for all expenses in managing and developing the league with the assistance of the ABA. ABA Canada will determine the market reservation costs and split revenues equally with the ABA. Revenues from media, sponsorships, merchandising will be split 75% to ABA Canada and 25% to the ABA.

Valiant Eagle Inc has also signed ABA Team Reservation Agreements to launch a professional basketball teams in Hollywood and Beverly Hills. The exact locations are yet to be determined. The teams will generate revenues through sponsorships, ad revenue and merchandise sales. Once Covid-19 has subsided and in person attendance is restored, additional revenues will be generated from ticket sales and concessions. Additionally, a reality television show will be produced showcasing the interactions of members of the ABA teams and their daily training regimens. Further, the Company has also acquired eight percent of the Seat Biz, an ABA subsidiary.

Americas Next Investment

Pursuant to a Share Purchase Agreement between Carl Dawson and the Company, the Company acquired a non-dilutable fifteen percent (15%) equity stake in Americas Next Investment (“ANI”). ANI is a hybrid TV show and an equity crowdfunding platform. The TV portion of ANI helps drive interest and promotes a company's investment thesis and message to investors in real-time on major financial channels, such as CNBC, Fox Business, and Bloomberg. Viewers of ANI can then go onto its website (americasnextinvestment.com) and invest online in the startup company they saw on TV through ANI's crowdfunding platform. Currently, ANI's platform supports approved Regulation A+ and Regulation D investment offerings.

Sumer Technologies (Zoom2U App)

Pursuant to a Share Purchase Agreement between Elijah Holmes and the Company, the Company acquired a non-dilutable five percent (5%) equity stake in Sumer Technologies, Inc. Sumer Technologies Inc. which owns Zoom2u, a unique ride-sharing company that is a direct competitor to Uber. With Uber experiencing recent difficulties, Zoom2u seeks to capture the market share that they are losing. ZOOM2U Rideshare & Profit Sharing is the only ethical application that allows the drivers to net 100% of their ride fare, including the tip plus profit sharing to all our Zoom2U Drivers. This is the only mobile rideshare platform that allows customers to ride luxuriously while entering the chance to win cash prizes during the ride to their destination.

REGULATION

Our businesses and the intellectual property they create or acquire are subject to and affected by laws and regulations of U.S. federal, state and local governmental authorities, as well as laws and regulations of countries other than the U.S. and pan-national bodies such as the European Union (“E.U.”). The laws and regulations affecting our businesses are constantly subject to change, as are the protections that those laws and regulations afford us. The discussion below describes certain, but not all, present and proposed laws and regulations affecting our businesses.

FCC and Similar Regulation

The FCC regulates broadcast television, and some aspects of cable network programming and certain programming in the U.S. delivered by internet protocol, pursuant to U.S. federal law, including the Communications Act. Violation of FCC regulations can result in substantial monetary fines, the imposition of reporting obligations, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation of a license.

Program Regulation

The FCC also regulates the content of broadcast, cable network, and other video programming. The FCC prohibits broadcasters from airing obscene material at any time and indecent or profane material between 6 a.m. and 10 p.m. The FCC’s maximum forfeiture penalty per station for broadcasting indecent or profane programming is approximately $419,000 per indecent or profane utterance or image, with a maximum forfeiture exposure of approximately $3.87 million for any continuing violation arising from a single act or failure to act. The FCC also actively monitors compliance with requirements that apply to broadcasters and cable networks relating to political advertising, identification of program sponsors, and the use and integrity of the Emergency Alert System. In addition, FCC regulations require the closed captioning of almost all broadcast and cable programming, as well as certain programming in the U.S. delivered by internet protocol, among other requirements intended to ensure that video programming is accessible to persons with disabilities.

Children’s Programming

Our business is subject to various regulations in the U.S. and abroad applicable to children’s programming. U.S. federal law and FCC rules limit the amount and content of commercial matter that may be shown on broadcast television stations and cable networks during programming designed for children 12 years of age and younger, and the FCC also limits the display of certain commercial website addresses during children’s programming. Moreover, each of our broadcast television stations is required to air, in general, three hours per week of educational and informational programming designed for children 16 years of age and younger. In addition, some policymakers have sought limitations on food and beverage marketing in media popular with children and teens. For example, restrictions on the television advertising of foods high in fat, salt and sugar (“HFSS”) to children aged 15 and under have been in place in the U.K. since 2007. The U.K. government is currently considering tighter controls, including a ban on all HFSS advertising before9:00 p.m. Various laws with similar objectives have also been enacted in Ireland, Turkey, Mexico, Chile, Peru, Taiwan and South Korea, and significant pressure for similar restrictions continues to be felt globally, most acutely in Australia, Brazil, Canada, Colombia, India, Hungary, Singapore, South Africa and France. The implementation of these or similar limitations and restrictions could have a negative impact on our advertising revenues, particularly for our networks with programming for children and teens.

Global Data Protection Laws and Children’s Privacy Laws

A number of data protection laws impact, or may impact, the manner in which the Company collects, processes and transfers personal data. In the E.U., the General Data Protection Regulation (“GDPR”) mandates data protection compliance obligations and authorizes significant fines for noncompliance, requiring extensive compliance resources and efforts on our part. Further, a number of other regions where we do business, including the U.S., Asia and Latin America, have enacted or are considering new data protection regulations that may impact our business activities that involve the processing of personal data. For example, in the U.S., the California Consumer Privacy Act, which went into effect on January 1, 2020, creates a host of new obligations for businesses regarding how they handle the personal information of California residents, including creating new data access, data deletion and opt out rights. In addition, some of the mechanisms the Company relies upon for the transfer of personal data from the E.U. to the U.S., such as utilizing standard contractual clauses approved by the European Commission, have been subject to legal challenges, and the E.U.-U.S. Privacy Shield framework, which permits the transfer of personal data from the E.U. to the U.S., has been challenged by the relevant E.U. authorities. The outcomes of these proceedings continue to be uncertain and will require changes to our international data transfer mechanisms. In addition, we are subject to other laws and regulations intended specifically to protect the interests of children, including the privacy of minors online. The U.S. Children’s Online Privacy Protection Act (“COPPA”) limits the collection by operators of websites or online services of personal information online from children under the age of 13. In July 2019, the Federal Trade Commission initiated a review of its regulations implementing COPPA, which we anticipate will be updated to address changes in technology. In the E.U., GDPR also limits our ability to process data from children under the age of 16. Such regulations also restrict the types of advertising we are able to sell on these sites and apps and impose strict liability on us for certain actions of the Company, advertisers and other third parties, which could affect advertising demand and pricing. Recently, laws in Brazil and China that govern the processing of children’s data also went into effect. These laws will likely have similar impacts to COPPA and GDPR, especially with respect to data collected in connection with advertising. State and federal policymakers are also considering regulatory and legislative methods to protect consumer privacy on the internet, and these efforts have focused particular attention on children and teens. Compliance with enhanced data protection laws, which may be inconsistent with one another, requires additional resources and efforts on our part, and noncompliance with personal data protection regulations could result in increased regulatory enforcement and significant monetary fines or private litigation.

INTELLECTUAL PROPERTY

We are fundamentally a content company, and the trademark, copyright, patent and other intellectual property laws that protect our brands, and content are extremely important to us. It is our practice to protect our films, programs, content, brands, formats, characters, games, publications and other original and acquired works, and ancillary goods and services. The unauthorized reproduction, distribution, exhibition or other exploitation of copyrighted material interferes with the market for copyrighted works and disrupts our ability to distribute and monetize our content. The infringement of our intellectual property rights in films, television and digital programming, books, consumer products, and other entertainment content presents a significant challenge to our industry, and we take a number of steps to address this concern. For example, where possible, we use technologies, such as encryption, watermarking, and digital rights management tools, to protect our content from piracy and infringement. We are also actively engaged in enforcement and other activities to protect our intellectual property, including: monitoring online destinations that distribute or otherwise infringe our content and sending takedown or cease and desist notices in appropriate circumstances; using filtering technologies employed by some social networks and other platforms hosting our content; working with intermediaries and other third parties to address current infringements and prevent more in the future; and pursuing litigation and referrals to law enforcement with respect to websites and other online platforms that distribute or facilitate the distribution and exploitation of our content without authorization. Through partnerships with various organizations, we also are actively involved in educational outreach to the creative community, state and federal government officials and other stakeholders in an effort to marshal greater resources to combat intellectual property infringement. Additionally, we participate in various industry-wide enforcement initiatives, public relations programs and legislative activities on a worldwide basis. For example, we have had notable success with site-blocking efforts in parts of Europe and Asia, which can be effective in steering consumers away from piracy platforms and toward legitimate platforms. Notwithstanding these efforts and the many legal protections that exist to combat piracy, the proliferation of content infringement and the technological tools with which to carry out those illicit activities continues to be a challenge. The failure to maintain enhanced legal protections and enforcement tools and to update those tools as threats evolve could make it more difficult for us to adequately protect our intellectual property, which could negatively impact its value and further increase the costs of enforcing our rights as we continue to expend substantial resources to protect our content.

Seasonality

We do not expect any seasonality in our business.

Litigation

The Company has no current, pending or threatened legal proceedings or administrative actions either by or against the Company issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past or pending trading suspensions

Facilities

We occupy offices at 3010 Wilshire Blvd Suite 304, Los Angeles, California 90010.

Employees

As of April 21, 2021, we had eight full-time employees and five part-time employees including officers and directors. We believe that we have been successful in attracting experienced and capable personnel. Our full-time employees have entered into an agreement with us requiring them not to compete or disclose our proprietary information. Neither employee is represented by a labor union. We believe that relations with these employees to be excellent.

Intellectual Property

We may rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand. Despite these reliances, we believe the following factors are more essential to establishing and maintaining a competitive advantage:

We have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

Legal Proceedings

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury caused by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

MANAGEMENT

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The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of May 20, 2022:

Xavier Mitchell – CEO and Director

Mr. Mitchell is a highly accomplished, result-driven Entrepreneur with more than 26 years of media and film experience, including extensive work in film production, script development, music concert producer and live action events. Xavier Mitchell began his career as a music concert producer. For nearly ten years, he produced and facilitated nationwide concert tours with artists such as MC Hammer, Boyz to Men, Jodeci, TLC, Ice Cube, and many other artists. Mr. Mitchell has also directed and produced numerous music videos.

Before starting Providence Film Group, Mr. Mitchell served as Director of Sales for Metronome Productions, where he contributed to the overseas and domestic marketing of in-house produced films. He also contributed to Metronome Productions as a writer, producer, executive producer, and director.

At Solid Rock Pictures, Mitchell served under veteran film producer and acclaimed film director James Bond III, as Director of Sales and Acquisitions and as a producer. While employed at Solid Rock Pictures, Mr. Mitchell contributed to the overseas marketing of such titles as Awake, Raheem and Rashad’s Adventures Kill the Killer.

Mr. Mitchell has also produced well over 50 live events and concerts in various U.S. cities. In 2001, he produced the theater production “Keep Hedz Ringin” with acclaimed director Rickerby Hinds at Cal State Northridge and Stanford. In 2002, he produced the hip-hop theater festival at University of Riverside.

In 2003, Mr. Mitchell produced the basketball themed film Fathers of the Sport, which was released in theaters in 2007. His film credits include Harlem Tigerman, Saved, Ready Made Family, Coach Carter, What’s Done in the Dark, Laugh at LA, Opportunity Knocks and Going Beyond Story.

Lavelle Mitchell is Xavier Mitchell’s son and owner of 5% of the Company’s Series C Preferred Stock. With the exception of Lavelle Mitchell, there are no family relationships among and between our directors, officers, persons nominated or chosen by the Company to become directors or officers, or beneficial owners of more than five percent (5%) of the any class of the Company’s equity securities.

EXECUTIVE COMPENSATION

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Employment Agreements

On April 1, 2021, Mr. Mitchell entered into an employment agreement with the Company for a term of two years. Pursuant to his employment agreement, he has agreed to devote a substantial portion of his business and professional time and efforts to our business. Mr. Mitchell will receive an annual base salary of $60,000.00.

The employment agreements provide that each employee shall receive a salary determined by the Board of Directors commensurate with the development of the Company. Each employee may be entitled to receive, at the sole discretion of our Board of Directors or a committee thereof, bonuses based on the achievement (in whole or in part) by the Company of our business plan and achievement by the employee of fixed personal performance objectives.

The following table represents information regarding the total compensation our officers and directors of the Company for the period ended December 31, 2021:

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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During the last two full fiscal years and the current fiscal year or any currently proposed transaction, there is no transaction involving the Company, in which the amount involved exceeds the lesser of $10,000 or one percent of the average of the Company’s total assets at year-end for its last three fiscal years.

Issuances to Directors

During the year ended December 31, 2020, the Company issued the following shares of Series C Preferred Stock to related parties:

The Company issued 40,000,000 shares of common stock and 670,000 shares of Series C Preferred Stock to Xavier Mitchell, the CEO and sole director of the Company, for past services rendered to the Company. The Company also issued 50,000 Series C Preferred Stock to Lavelle Mitchell, Xavier Mitchell’s son, for consulting services provided to the Company.

Disclosure of Conflicts of Interest

There are no conflicts of interest between the Company and any of its officers or directors.

Employment Agreements

Our officers and directors have entered into employment agreements with the Company for a term of two years. Pursuant to these employment agreements, they have agreed to devote a substantial portion of their business and professional time and efforts to our business. The employment agreements provide that each employee shall receive a salary determined by the Board of Directors commensurate with the development of the Company. The employee may be entitled to receive, at the sole discretion of our Board of Directors or a committee thereof, bonuses based on the achievement (in whole or in part) by the Company of our business plan and achievement by the employee of fixed personal performance objectives.

The employment agreements also contain covenants (a) restricting the executive from engaging in any activities competitive with our business during the terms of such employment agreements, and (b) prohibiting the executive from disclosure of confidential information regarding the Company at any time.

The Company's directors are elected by shareholders at each annual meeting or, in the event of a vacancy, appointed by the Board of Directors then in office to serve until the next annual meeting or until their successors are duly elected and qualified. The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors.

Legal/Disciplinary History

None of Valiant Eagle, Inc.’s Officers or Directors have been the subject of any criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses) other than Xavier Mitchell. Mr. Mitchell has been charged in San Diego with Theft by Pretense, Forgery and Filing a False Instrument. The Company believes the charges will be dismissed against Mr. Mitchell.

None of Valiant Eagle, Inc.’s Officers or Directors have been the subject of any entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities.

None of Valiant Eagle, Inc.’s Officers or Directors have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated.

None of Valiant Eagle, Inc.’s Officers or Directors has been the subject of any entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

Board Composition

Our board of directors currently consists of one member. Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

Board Leadership Structure and Risk Oversight

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

PRINCIPAL STOCKHOLDERS

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The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of May 20, 2022 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (10%) of our capital stock. The percentage of beneficial ownership in the table below is based on 1,482,468,251 shares of common stock deemed to be outstanding as of May 20, 2022.

(1) Based on a total of 1,482,468,251 shares of Common Stock outstanding as of May 20, 2022.

(2) Assumes all shares offered are sold.

DESCRIPTION OF SECURITIES

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The Common Stock

We are authorized to issue 22,000,000,000 shares of Common Stock, $0.0001 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering and conversion of any Preferred Stock, are, and will be, fully paid, validly issued and non-assessable.

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so, and in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

The Company has never paid any dividends to shareholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all Preferred Stock dividends are paid in full.

Preferred Stock

We are authorized by our Articles of Incorporation to issue a maximum of 51,000,000 shares of Preferred Stock. This Preferred Stock may be in one or more series and containing such rights, privileges and limitations, including voting rights, conversion privileges and/or redemption rights, as may, from time to time, be determined by our Board of Directors. Preferred stock may be issued in the future in connection with acquisitions, financings or such other matters as the Board of Directors deems to be appropriate. In the event that any such shares of Preferred Stock shall be issued, a Certificate of Designation, setting forth the series of such Preferred Stock and the relative rights, privileges and limitations with respect thereto, shall be filed. The effect of such Preferred Stock is that our Board of Directors alone, within the bounds and subject to the federal securities laws and the Delaware Law, may be able to authorize the issuance of Preferred Stock which could have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and might adversely affect the voting and other rights of holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights also may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.

The Company has no current plans to issue additional shares of any class of preferred stock other than those currently outstanding.

PREFERRED STOCK

The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of the various series may vary only with respect to:

(a) the rate of dividend;

(b) whether the shares may be called and, if so, the call price and the terms and conditions of call;

(c) the amount payable upon the shares in the event of voluntary and involuntary liquidation;

(d) sinking fund provisions, if any for the call or redemption of the shares;

(e) the terms and conditions, if any, on which the shares may be converted;

(f) voting rights; and

(g) whether the shares will be cumulative, noncumulative or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

The Board of Directors shall exercise the foregoing authority by adopting a resolution setting forth the designation of each series and the number of shares therein, and fixing and determining the relative rights and preferences thereof. The Board of Directors may make any change in the designations, terms, limitations or relative rights or preferences of any series in the same manner, so long as no shares of such series are outstanding at such time.

Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Existing Preferred Stock

Designations, Preferences, Rights And Limitations

Of Series A Preferred Stock

Designation and Number of Shares. 1,000 shares of Series A Preferred Stock have been authorized with a $0.0001 par value per share (the “Series A Preferred Stock” or “Series A Preferred Shares “). There are 1,000 Series A Preferred Stock Outstanding.

Priority Rights. The Series A Preferred Stock shall rank, as to payment of dividends, rights to distribution of assets upon liquidation, dissolution rights and/or winding up rights of the Company and such other items as may arise from time to time: senior to the shares of (a) common stock, par value $0.0001 per share, of the Company; (b) any other class or series of preferred stock issued by the Company (collectively, together with any warrants, rights, calls or options exercisable for or convertible into such Preferred Stock, the “Junior Securities”); and (c) junior to all existing and future indebtedness of the Corporation.

Voting Rights. Except as otherwise required by law or by the Corporation’s Articles of Incorporation, the outstanding shares of Series A Preferred Stock will have no right to vote on any matters, questions or proceedings of this Corporation including, without limitation, the election of directors.

Dividends. Commencing on the date of the issuance of any such shares of Series A Preferred Stock (each respectively an “Issuance Date”), holders of Series A Preferred Stock shall be entitled to receive an annual dividend on each outstanding share which shall accrue in shares of Series A Preferred Stock at a rate equal to 10.0% per annum from the Issuance Date.

(a) No dividend payment shall be made on or with respect to any shares of Junior Securities unless, prior thereto, so long as any shares of Series A Preferred Stock are outstanding.

(b) Dividends on Series A Preferred shall be calculated on the basis of a 365-day year, and shall accrue daily commencing on the original issue date on an annual compound interest basis.

Protective Provision. So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative approval of the Holders of a majority of the shares of the Series A Preferred Stock then outstanding (voting as a class), alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to distribution of assets upon a liquidation senior to or otherwise pari passu with the Series A Preferred Stock, (c) amend its certificate or articles of incorporation in breach of any of the provisions hereof, (d) increase the authorized number of shares of Series A Preferred Stock, (e) liquidate, dissolve or wind-up the business and affairs of the Corporation, or effect any Deemed Liquidation Event (as defined below), or (f) enter into any agreement with respect to the foregoing.

a. "Deemed Liquidation Event" shall mean; (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease: transfer: exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

b. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to above unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with the Liquidation section below.

Liquidation.

a. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of the Corporation, before any distribution or payment shall be made to the holders of any Junior Securities by reason of their ownership thereof, the holders of Series A Preferred Stock shall first be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount with respect to each outstanding share of Series A Preferred Stock equal to $10,000.00 (the "Original Series A Issue Price”), plus any accrued but unpaid Dividends thereon (collectively the “Series A Liquidation Value”). If, upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the amounts payable with respect to the shares of Series A Preferred Stock are not paid in full, the holders of shares of Series A Preferred Stock shall share equally and ratably in any distribution of assets of the Corporation in proportion to the liquidation preference and an amount equal to all accumulated and unpaid Dividends, if any, to which each such holder is entitled.

b. After payment has been made to the holders of the Series A Preferred Stock of the full amount of the Series A Liquidation Value, any remaining assets of the Corporation shall be distributed among the holders of the Corporation's Junior Securities in accordance with the Corporation’s Certificates of Designation and Certificate of Incorporation.

c. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be insufficient to make payment in full to all holders of the Series A Preferred Stock, then such assets shall be distributed among the holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Redemption.

a. Corporation's Redemption Option. Upon or after the fourth anniversary of the initial Issuance Date, the Corporation shall have the right at the Corporation's option, to redeem all or a portion of the shares of Series A Preferred Stock at a price per share (the ''Corporation Redemption Price") equal to 100% of the Series A Liquidation Value.

b. Early Redemption. Prior to redemption pursuant to Section (a) above, the Corporation shall have the right, at the Corporation's option, to redeem all or a portion of the shares of Series A Preferred Stock, at a price per share equal to: (i) 127% of the Series A Liquidation Value if redeemed on or after the first anniversary but prior to the second anniversary of the initial Issuance Date, (ii) 118% of the Series A Liquidation Value if redeemed on or after the second anniversary but prior to the third anniversary of the initial Issuance Date, and (iii) 109% of the Series A Liquidation Value if redeemed on or after the third anniversary but prior to the fourth anniversary of the initial Issuance Date.

c. Mandatory Redemption. If the Corporation determines to liquidate, dissolve or wind-up its business and affairs, or effect any Deemed Liquidation Event, the Corporation shall redeem the Series A Preferred Stock at the prices set forth in Section (b) above including the premium for early redemption set forth therein.

d. Mechanics of Redemption. If the Corporation elects to redeem any of the Holders' Series A Preferred Stock then outstanding, it shall do so by delivering written notice thereof via facsimile and overnight courier ("Notice of Redemption at Option of Corporation”) to each holder of Series A Preferred Stock, which Notice of Redemption at Option of Corporation shall indicate (A) the number of shares of Series A Preferred Stock that the Corporation is electing to redeem and (B) the Corporation Redemption Price (plus the premium for early redemption pursuant to Section (b) above if applicable).

e. Payment of Redemption Price. Upon receipt by any Holder of a Notice of Redemption at Option of Corporation, such Holder shall promptly submit to the Corporation such Holder's Series A Preferred Stock certificates. Upon receipt of such Holder's Series A Preferred Stock certificates, the Corporation shall pay the Corporation Redemption Price (plus the premium for early redemption pursuant to Section (b) above if applicable), to such Holder, at the Corporation's option either (i) in cash, or (ii) by offset against any outstanding note payable from holder to the Corporation that was issued by older in connection with the exercise of warrants by such holder.

Transferability. The Series A Preferred Stock may only be sold, transferred, assigned, pledged or otherwise disposed of (“Transfer'") in accordance with state and federal securities laws. The Corporation shall keep at its principal office, or at the offices of the transfer agent, a register of the Series A Preferred Stock. Upon the surrender of any certificate representing Series A Preferred Stock at such place, the Corporation, at the request of the record holder of such certificate, shall execute and deliver (at the Corporation's expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the Holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate.

Designations, Preferences, Rights And Limitations

Of Series B Preferred Stock

Designation And Number Of Shares. 49,999,000 shares of Series B Preferred Stock par value $0.0001 per share, are authorized (the “Series B Preferred Stock” or “Series B Preferred Shares “).

Dividends. The holders of Series B Preferred Stock shall not be entitled to receive dividends.

Voting Rights. The outstanding shares of Series B Preferred Stock shall hold the equivalent vote of Five Hundred (500) shares of Common Stock and may vote on any action requiring any class of shares to vote.

Restrictions. The rights of Series B Preferred Stock are not transferable except when foreclosed upon as collateral for a loan to the Company. Upon a foreclosure action, the duration of the Series B Preferred will be capped at Six (6) Months from the date of receipt by the subsequent holder. No extensions are available to subsequent holders who own the Series B Preferred Stock as a result of a foreclosure. Any sale of Series B Preferred Stock will result in an automatic conversion at a rate of One (1) share of Series B Preferred Stock equaling One (1) share of Common Stock.

Liquidation. Dissolution or Winding Up.

Poison Pill. In the event that two (2) or more shareholders who combined own more than Twenty Percent (20%) of the outstanding Common Stock enter into an agreement, arrangement or understanding (not including solicitation of revocable proxies) for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company, then the holders of the Series B Preferred Stock as a class shall be issued One and Twenty Five Hundredths (1.25) shares of Common Stock for every share of Common Stock outstanding.

Designations of Other Classes of Stock. If at any time the Board of Directors authorizes, designates or otherwise determines or amends the rights and preferences of any class of stock to alter the voting structure of the Company, either in whole, or in part, or to effect the vote of any one, several, or all classes of stock, holders of Series B Preferred will be issued additional shares of Series B Preferred or Common Stock to maintain the current voting power of the holder. Regardless of any future designation, the Series B Preferred Stock will maintain a majority voting position of at least Fifty-Five Percent (55%). The voting power of the Series B Preferred cannot be decreased. Under no circumstances shall the voting rights of any other class of stock have the ability to outvote the entire block of issued Series B Preferred Shares voting as a class.

Designations, Preferences, Rights And Limitations

Of Series C Preferred Stock

Designation And Number Of Shares. 1,000,000 shares of Series C Preferred Stock par value $0.0001 per share, are authorized (the “Series C Preferred Stock” or “Series C Preferred Shares “).

Dividends. The holders of Series C Preferred Stock shall not be entitled to receive dividends.

Conversion or Redemption The holders of shares of Series C Preferred Stock shall have conversion rights into Common Stock at a ratio of one share of Series C Preferred shall convert into 1,000,000 shares of Company Common Stock. This conversion ratio cannot be adjusted.

Voting Rights. Each outstanding shares of Series C Preferred Stock shall be have a vote of 1,000,000 shares of Company Common Stock.

Dilution. The rights of the Series C Preferred Stock shall not be diminished by dilution or a reverse split of the securities of the Company.

Rights. Holders of Series C Preferred Stock who are not members of the Board of Directors of the Company can only convert their Series C Preferred Stock into Common Stock up to an amount that would not allow their beneficial ownership of the Company Common Stock to exceed 9.9% of the current issued and outstanding shares of the Company.

DIVIDEND POLICY

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We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant.

SECURITIES OFFERED

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Current Offering

Valiant Eagle, Inc. (“Valiant Eagle, Inc.,” “We,” or the “Company”) is offering up to $10,000,000 total of Securities, consisting of Common Stock, $0.0001 par value (the “Common Stock” or collectively the “Securities”).

The Common Stock

We are authorized to issue 22,000,000,000 shares of Common Stock, $0.0001 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering are, and will be, fully paid, validly issued and non-assessable.

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so. In that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

Transfer Agent

Our transfer agent is Transfer Online Inc., 512 SE Salmon Street, 2^nd Floor, Portland, OR 97214-3444, Phone: (503) 227-2950. The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

SHARES ELIGIBLE FOR FUTURE SALE

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Prior to this Offering, there has been a limited market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

LEGAL MATTERS

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Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Donnell E. Suares, Esq. of Brooklyn, N.Y.

EXPERTS

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The consolidated financial statements of the Company appearing elsewhere in this Offering Circular have been prepared by management and have not been reviewed by an independent accountant.

WHERE YOU CAN FIND MORE INFORMATION

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We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

See notes to financial statements

See notes to financial statements

See notes to financial statements

See notes to financial statements

See notes to financial statements

VALIANT EAGLE, INC.

Notes to the Financial Statement March 31, 2022 (unaudited)

THE COMPANY

The Company was incorporated under the laws of Delaware on March 21, 2007, as International Medical Staffing Inc. which is in the business of developing, marketing, licensing, and contract manufacturing of lighting technology for use in residential, commercial, and industrial applications worldwide. In November, 2009, the Company changed its name to Purespectrum Inc.

On February 20, 2015, the Company acquired as a wholly owned subsidiary, Nutrafill LLC, a Georgia corporation that is a nutraceutical manufacturer using only natural ingredients. The company encapsulates a variety of vitamins, and also packages, powders and liquids.

On September 7th, 2018, pursuant to an Acquisition and Merger Agreement, the Company fully divested itself of Nutrafill LLC, and acquired all of the membership interest in Opportunity Knocks Television LLC, a Californian Limited Liability Company.

Opportunity Knocks Television is a variety network created with you and your family in mind. OKTV is television with a purpose. It air shows to inspire and motivate, not only entertain you; whatever your interests. This network is designed with a very specific aim in mind. “Bringing Families Back together”. It is developed to engage people to rethink community. It speaks to the children, the tweens, young adults and the grandparents.

As of February 12, 2020, the Company performed a name change to Valiant Eagle, Inc. to better reflect the Company’s strategic focus on the energizing of entertainment in television, the internet, and social media. In addition, it received FINRA approval simultaneously as the name change for a 5000-1 reverse stock split.

SIGNIFICANT ACCOUNTING POLICIES

The Company's accounting policies conform to United States generally accepted accounting principles and have been consistently applied in the preparation of these financial statements.

The financial statements included herein have not been audited by and independent registered public accounting firm, but include all adjustments (including normal, recurring entries), which are, in the opinion of management, necessary for a fair presentation of the results for such periods.

GENERAL PRINCIPLES

NOTES PAYABLE

The Company had long term debt (not including interest) of $165,000 owed to Millenial Investments LLC for Consulting Services. This debt was subsequently transferred to Anthony Chambers pursuant to the Acquisition and Merger Agreement dated September 7th, 2018. There were no terms on the convertible debt with respect to its maturity, conversion features or interest rate.

The Company had long term debt (not including interest) of $100,000 owed to Angela Johnson for Consulting Services. It was issued on October 23rd, 2018, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $200,000 owed to Dana Belle as per the Purchase and Sale Agreement for Edwardo Sheldon LLC. It was issued on October 16th, 2018, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $15,000 owed to Tracie Goodwin for Consulting Services. It was issued on February 20th, 2020, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $75,000 owed to David Nokes as per an Advisory Board Agreement. It was issued on March 10th, 2020, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $7580 owed to Joel Tombran as per a Debt Purchase Agreement signed on June 2^nd, 2020, with Anthony Chambers.

The Company had long term debt (not including interest) of $5500 owed to Sumit Ghai as per a 8% Convertible Promissory Note. It was issued on July 10, 2020, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $2000 owed to Robert I Matthews III as per a 8% Convertible Promissory Note. It was issued on July 10, 2020, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $11,985 owed to Sumit Ghai as per a 8% Convertible Promissory Note. It was issued on September 1^st, 2020, matures one year after issuance and carries interest of 8% per annum.

The Company had long term debt (not including interest) of $9415 owed to Sumit Ghai as per a 8% Convertible Promissory Note. It was issued on September 18, 2020, matures one year after issuance and carries interest of 8% per annum.

The Company has long term debt (not including interest) of $250,000 owed to Paul Khan as per a 8% Convertible Promissory Note pursuant to a Consulting and Services Agreement. It was issued on January 1^st, 2021, matures one year after issuance and carries interest of 8% per annum.

The Company has long term debt (not including interest) of $1,000,000 owed to Carl Dawson as per a 8% Convertible Promissory Note pursuant to a Share Purchase Agreement. It was issued on June 25, 2021 , matures one year after issuance and carries interest of 8% per annum.

SHARE CAPITAL

On September 6, 2019, the Company cancelled their reserve account allocation of 265,000,000 common shares. On October 8, 2019, 250,000,000 common shares issued from a debt conversion were cancelled.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring operating losses and is dependent upon raising capital to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is the intention of the Company's stockholders to fund capital shortfalls for the foreseeable future.

See notes to financial statements

See notes to financial statements

VALIANT EAGLE, INC.

Statement of Income and

Retained Earnings (Deficit)

For the Twelve Months Ended

See notes to financial statements

See notes to financial statements

VALIANT EAGLE, INC.

Statement of Stockholders' Equity

December 31, 2021

Unaudited