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

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

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

Offering Circular Dated: 06/10/2024

Megola, Inc.

Maximum Total Offering $10,000,000

Up to $10,000,000 of Offering Amount Available in
Original Issuance Common Shares (400,000,000 Common Shares)

 

Megola, Inc. (the “Company”) is offering the following securities on a “best efforts” basis:

All of the securities made available in this Offering shall be called the Offering Securities.” Since there is no minimum amount of securities that must be purchased, all investor funds will be available to the company (and selling security holders as applicable) upon commencement of this Offering and no investor funds will be returned if an insufficient number of securities are sold to cover the expenses of this Offering and provide net proceeds to the company.

The minimum purchase requirement per investor is $1,000; however, the Company can waive the minimum requirement on a case-by-case basis in its sole discretion. The Company expects to commence the sale of the Offered Securities as of the date on which the Offering Statement (“Offering Statement”) of which this Offering Circular is a part, is qualified by the United States Securities and Exchange Commission (the “SEC”).

At the time of this Offering, the Company’s stock trades under the symbol MGON on the OTC market.

A maximum of $10,000,000 of Offered Securities will be offered worldwide. No sales of Offered Securities or Selling Securities Holder Securities will be made anywhere in the world prior to the qualification of the Offering Statement by the SEC in the United States. All Offered Securities will be initially offered in the jurisdiction at the same U.S. dollar price that is set forth in this Offering Circular.
 

(1) We are not currently using commissioned sales agents or underwriters.
 

These are speculative securities. Investing in our securities involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 6.

The SEC 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 SEC; however, the SEC has not made an independent determination that the securities offered are exempt from registration.

TABLE OF CONTENTS

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

OFFERING CIRCULAR SUMMARY

The following summary highlights selected information contained in this Offering Circular. This summary does not contain all the information that may be important to you. You should read this entire Offering Circular carefully, including the sections titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statement and the related notes included elsewhere in this Offering Circular, before making an investment decision. Unless the context otherwise requires, the terms “Megola, Inc.”, “the Company,” “we,” “us” and “our” in this Offering Circular refer to Megola, Inc.

OUR COMPANY

Megola, Inc. is incorporated in Nevada, with R&D in Seattle and corporate headquarters in Florida. The Company is focused on developing and commercializing its portfolio of intellectual property related to consumer and industrial products. The Company plans to manufacture, market and sell its products on an international scale.     

RISK FACTORS

An investment in our securities involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular, before purchasing our securities in this offering. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we are unaware of may also become important factors that adversely affect our business. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities. 

We may not successfully execute our business plan to generate revenue and create a sustainable growth trajectory

We have not generated significant revenues to date. Our ability to generate revenue and grow our revenue will depend, in part, on our ability to execute on our business plan, and expand our client base and business model in a timely manner. We may fail to do so. A variety of factors outside of our control could affect our ability to generate revenue and our revenue growth.

We may encounter unanticipated obstacles in the execution of our business plan

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

We may experience quarterly fluctuations in our operating results due to a number of factors which make our future results difficult to predict and could cause our operating results to fall below expectations

Our quarterly operating results may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Factors that may affect our quarterly results include but not limited to: operating costs, our ability to hire, train and retain key personnel, developing new products/services and expanding new market. Based upon all the factors described above, we have a limited ability to forecast our future revenue, costs and expenses, and as a result, our operating results may fall below our estimates from time to time.

Our operation depends significantly on key personnel and management

The Company’s success will be particularly dependent upon our executive management. Our dependence upon key personnel to operate our business puts us at risk of a loss of expertise if they leave us. If we are not able to retain the existing highly qualified management, we may not be able to successfully execute our business strategy. Effective management of targeted growth shall require expanding the company’s management and financial controls, hiring additional appropriate personnel.

We may continue to be controlled by a small number of securities holders with interests that differ from other securities holders

As of the date of this Offering Circular, the majority of majority of equity in the company is held by a relatively small group of people and entities. Affiliated entities, managers, officers, and/or directors hold 100,000 Series D Preferred Shares of the company pre-offering, which is convertible into 1,000,000,000 shares of the Company's common stock. Additionally, the Company has issued 1 share of 2018 Special Series A Preferred Stock, which carries the right to 51% voting control of the Company. Therefore, the current affiliated entities, managers, officers and/or directors, by nature of their ownership, now and potentially in the future could be in a position to control Megola’s business and affairs including certain significant corporate actions. Their interests may differ from the interests of other shareholders.

We will likely face significant competition

We will compete with other large well-established companies with greater financial resources and well-established marketing and sales teams to promote business and drive sales. With technology and compliance costs on the rise, running any type of business similar to ours is very costly. The competition may prevent the Company from effectively becoming engaged in certain markets.

Market risks and general economic conditions might cause significant risks and uncertainties

The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. The management believes that certain catalysts such as economic slowdowns, uncertain energy prices, and/or accelerating inflation could hurt the Company’s prospects. A global economic slowdown will create further obstacles for our Company.

We may not raise sufficient funds to execute our business model

If the gross offering proceeds of $10,000,000 is realized, the Company believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s business plans. If only a fraction of this Offering is sold, or if certain assumptions contained in management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and may need additional financing or other capital investment to fully implement the Company’s business plans.

We may encounter risks associated with our expansion

As we expand, we will likely need to reconstruct our financial allocations, and potentially divert funds from our core business. Any errors or lapses in this process could adversely affect our position in the market. All of the risks associated with the expansion of operations may be have an adverse effect on the company’s present and prospective business activities.

Compliance with current and future regulations could affect our business

Our industry is subject to a vast array of rules and regulations from a wide variety of regulatory agencies, and they apply not only to the Company but also the companies with which we do business. Failure to comply with applicable laws and regulations could harm our business and financial results. In addition to potential damage to our reputation and our clients’ confidence, failure to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements. Additionally, future changes to laws or regulations, or the cost of complying with such laws, regulations or requirements, could also adversely affect our business and results of operations.

We may encounter certain risks associated with website security

Protection of customers’ information is a key responsibility of the Company. We have been dedicated to constantly improving our website security to address the protection of our customers’ information and records. This includes protecting against any possible threats or hazards to the security as well as against any unauthorized access to our customers’ information. Any breach in the Company’s website security, whether international or unintentional, could cause our customers to lose their confidence in our website and hurt our company’s reputation. Additionally, breaches of our users’ personal information could lead to regulatory fines for noncompliance or even possible lawsuit.

As we do not have an escrow or trust account with this subscription, if we file for or are forced into bankruptcy protection, investors will lose their entire investment.

Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

There is limited liquidity in the public market for our securities

Our shares currently trade in the Over The Counter Market and not on a major exchange. As a result, there is limited liquidity in the second market for our shares. At any time, there may cease to be any buyers for our shares in the second market. It can be difficult for prospective purchasers of our shares to invest in the second market due to broker dealer restrictions and investor suitability requirements. Our goal is to eventually qualify to have our shares traded on the NYSE or NASDAQ, but there can be no guarantee of this occurring.

In the event that our shares remain publicly traded, our shares may trade under $5.00 per share, and thus will be considered a penny stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Common Stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, the broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase. The broker/dealer must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our Common Stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

We have established no minimum offering of our securities

Because there is no minimum offering of our securities, purchasers in this offering may be one of a few to purchase our securities and management’s plans for the offering proceeds may not be met in which case the purchasers may lose their entire investment.

We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which you can make a gain on any investment in the Company

We do not intend to pay any dividends for the foreseeable future. Further, to the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our Common Stock.

We expect to encounter specific industry risks

These risks can be summarized as set forth below. 

Health and safety risks:  These risks are related to the manufacturing and use of our products.  The products that we develop may be hazardous if not handled properly. 

Regulatory compliance risks:  These risks may result in financial liability to our Company if we are unable to keep up with regulatory changes. 

Market Acceptance Risks: These risks may cause financial loss to our Company if the public fails to be willing to use the products we develop due to concerns over how they are produced. 

Material Dependency Risks: We are risk of being unable to produce our products if certain raw materials become too difficult to source. 
 
We expect to encounter specific risks related to our position in the market

Specifically, the risks we expect to encounter as a result of our position include capital and funding risks, operational risks, and technology risks. 

Capital and Funding Risks: We currently rely on external funding for growth. If we are unable to continue to raise funds, we may not be able to continue as a going concern.  

Operational Risks: We may not be able to scale operations, manage costs, and develop a customer base as we expect due to changing market conditions. If we are not able to meet our targeted milestones as planned, we will need to raise additional capital and run the risk of not being able to continue operations. 

Competitive Landscape Risks: We will face intense competition from larger, more established companies with greater resources. As a result, it may be difficult to capture market share. 

Technological Risks: We are at risk of not being able to develop products that are as technologically advances as other larger companies that have greater resources.  As a result, our products could become obsolete quickly after development.   

DILUTION

The price of the current offering is set as follows:

If you invest in our securities, your interest will be diluted.

Dilution represents the difference between the offering price and the net tangible book value per Common Share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of the Company’s arbitrary determination of the offering price of the Common Shares being offered. Dilution of the value of the securities you purchase is also a result of the lower book value of the Common Shares held by our existing securities holders.

Megola has 291,876,881 Common Shares outstanding as of 12/31/2023. The following table demonstrates the dilution that new investors will experience relative to the company’s net tangible book value of $-237,677 based on 291,876,881 Common Shares as of 04/01/2024.

The table represents three scenarios: $2,500,000 raised from this offering, $5,000,000 raised from this offering and a fully subscribed $10,000,000 raised from this offering. This table assumes that in each scenario the same percentage of securities being made available directly from the issuer as those securities being offered by existing securities holders are sold relative to the overall number of securities being made available in each of these respective groups.

The following table summarizes the difference between the existing securities holders and the new investors with respect to the number of Common Shares of common stock purchased, the total consideration paid, and the average price per share paid, if maximum offering price of reached.

*Includes paid in capital receiving from shareholders after initial subscription.

PLAN DISTRIBUTION AND SELLING SECURITY HOLDERS

We are offering the following securities:

All of the above securities are being offered on a “best efforts” basis.

Further, the collective securities mentioned are being offered directly by the Company to investors who meet the suitability standards set forth herein and on the terms and conditions set forth in this Offering Circular. All subscribers will be instructed by the company or its agents to transfer funds by wire or ACH transfer directly to the company account established for this Offering or deliver checks made payable to Megola, Inc.

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date at which the offering is terminated by us in our sole discretion, but in no event for more than one year from the date that the Offering is qualified with SEC. We may undertake one of more closings on a “rolling” basis. After each closing, funds tendered by investors will be available to the Company. Upon closing, funds tendered by investors will be made available to us for our use.

We will use our existing website, www.megolacorp.com, to provide notification of the Offering. Persons who desire information may be directed to a website owned and operated by an unaffiliated third party (www.glassboxlaw.com) that provides technology support to issuers engaging in Regulation A offerings.

No dividends to purchasers of our offered securities are assured, nor are any returns on, or of, a purchaser’s investment guaranteed. Dividends are subject to our ability to generate positive cash flow from operations. All dividends are further subject to the discretion of our board of directors. It is possible that we may have cash available for dividends, but our board of directors could determine that the reservation, and not distribution, of such cash by our Company would be in our best interest.

You will be required to complete a subscription agreement in order to invest. We may be required to rely on pursuing private financing options in order to continue operations if it takes some time for us to raise funds in this offering
 

Total Securities Being Offered by the Selling Security Holders designated above in This Offering: 0 Common Shares

Percentage of Pre-Offering Securities Being Offered by Selling Securities Holders in This Offering: NA
 

USE OF PROCEEDS TO ISSUER

The Company estimates that the net proceeds after all offering expenses will be approximately $10,000,000 if:

General Proposed Use of Funds:

This offering is a pivotal step in our strategic plan, designed to enhance various facets of our business.

We plan to allocate funds into each of the categories listed below.

Product Development:

We plan to invest $1,100,000 in product development. These funds will be used for rigorous product testing to ensuring that each our products not only meets but exceeds industry standards in terms of quality and efficacy. Our commitment to product testing is intended to differentiate us in a competitive market.

Regulatory Registrations:

We plan to invest $920,000 in regulatory registrations. These funds will be used to meet compliance and safety requirements and continue to build trust with our customers and stakeholders.

Manufacturing Scale-Up:

We plan to invest $300,000 to scale our manufacturing capabilities. These funds will be used in conjunction with contract manufacturers to build manufacturing capacity to meet projected market demand. We plan to not only scale our ability to produce more products, but also our ability to produce higher quality products.

Build-out of Lab Facilities:

We plan to invest $250,000 in the development of lab facilities. These funds will be used to further our R&D efforts and pave the way for new products.

Intellectual Property Protection:

We plan to invest $300,000 in intellectual property protection. These funds will be used to protect our broad portfolio with global potential to sustain a competitive edge in the market.

Marketing:

We plan to invest $930,000 in marketing. These funds will be used to effectively communicate our value proposition to our target audiences. Our comprehensive marketing plan will encompass digital marketing, participation in industry events, and the development of strategic partnerships, all aimed at building brand awareness and establishing a strong market presence.

Human Resources:

We plan to invest $1,500,000 in human resources. These funds will be used for wages and consulting fees. By attracting and retaining top talent, we aim to ensure that our company will be powered by skilled professionals who are not only experts in their respective fields but are also aligned with our vision and goals.

Corporate Expenses:

We plan to invest $700,000 in corporate expenses such as business insurance, legal, travel, and accounting. These funds ensure that we have the necessary safeguards and resources in place to manage our day-to-day operations effectively and maintain financial discipline.

Share Buy-Backs:

We plan to deploy 30% of the offering proceeds ($3,000,000) to buy back some of our Series D Preferred shares. These shares will be bought back at a 50% discount to the offering price, resulting in a price of $0.0125 per common share equivalent. We expect this investment will illustrate our commitment to minimizing dilution and delivering value to our shareholders.

Working Capital:

We plan to invest $1,000,000 in working capital. These funds will be used to optimize our cash flow through inventory builds and managing short-term liabilities and receivables.

Objectives Targeted:

The strategic deployment of these funds is a comprehensive approach aimed at enhancing every aspect of our business – from product development to market penetration, operational efficiency to financial stability. This holistic strategy is crucial in positioning our company as a leader in our field, driving sustainable growth, and achieving long-term success in the marketplace.

Targeted Impact on Profitability and/or Enterprise Value:

The strategic allocation of our recent fundraising proceeds is set to significantly enhance our profitability and increase the overall enterprise value of our company. By investing in product development, including rigorous testing and regulatory registrations, we ensure that our products not only adhere to the highest standards of quality and safety but also stand out in the competitive market. This focus on developing superior products will likely lead to increased customer satisfaction and loyalty, translating into higher sales and market share. Moreover, scaling up manufacturing capabilities allows us to meet the growing demand efficiently. By boosting production volume while maintaining quality, we can achieve economies of scale, resulting in lower production costs and higher profit margins. Protecting our intellectual property and innovations further secures our unique market position and opens avenues for future revenue streams, enhancing long-term profitability.

In addition to product-focused investments, the allocation of funds towards marketing, sales efforts, and building a robust operational framework directly contributes to an increase in our enterprise value. Effective marketing strategies and brand-building initiatives will drive market awareness and customer acquisition, leading to an increase in sales and revenue growth. Investing in human resources ensures that we have the expertise and talent to execute our strategic plans effectively, fostering innovation and operational excellence. This, coupled with investments in infrastructure like labs and equipment, strengthens our capacity for innovation and efficient production. Furthermore, by maintaining a strong balance sheet through prudent financial management, we expect to enhance shareholder confidence and financial stability. All these factors collectively contribute to a stronger, more valuable enterprise, poised for sustained growth and high profitability in the long run.

The distribution of our use of net proceeds is listed as follows if the maximum offering amount is raised,

1 See the accompanying notes to the Use of Proceeds Table.
 

Notes to the Use of Proceeds Table

1. The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another category, and we will have broad discretion in doing so. Pending these uses, we may invest the net proceeds of this offering in short-term, interest-bearing securities.

2. The Company, without limitation, may hold cash or invest in cash equivalents for short-term investments. Among the cash equivalents in which the Company may invest are: (i) obligations of the U.S. Government, its agencies or instrumentalities or governmental agencies of other developed nations; (ii) commercial paper; and (iii) repurchase agreements, money market mutual funds, any certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation or other similar banks.

3. While not presently contemplated, the Company may also enter into repurchase and reverse repurchase agreements involving any preceding instruments, as well as invest in money market mutual funds.

4. The Company also expects to use the net proceeds from this Offering for working capital, capital expenditures, the repayment of outstanding debt, estimated memorandum and/or offing portal preparation, filing, printing, legal, accounting and other fees and expenses related to the Offering, marketing, sales and product development.

5. No amount of the proceeds are currently assigned to acquire assets outside of the ordinary course of business; however, asset acquisition is planned as part of our growth strategy. If we acquire assets in the future, we may use a material amount of the proceeds for the acquisition. 

DESCRIPTION OF BUSINESS

Overview

Megola Inc., with R&D based in Seattle, WA and corporate headquarters in Bonita Springs, FL, is a Nevada Corporation and publicly traded as MGON on the OTC Market.

The company has built a revolutionary portfolio of effective and environmentally friendly products poised to transform industries. The keystone of our innovation lies in crafting compounds and formulations that defy the norms prevalent in chemical industries over the past six decades. Driven by a team of daring scientists, we embrace risk and challenge traditional views. With diverse backgrounds and a collaborative approach, our scientists catalyze innovation through cross-pollination and unconventional thinking. Rooted in deep product development expertise, we understand that true success lies not only in novel concepts but also in scalability and market acceptance.

Business Lines

Our technology can be deployed to many sectors including transportation, sanitation, personal healthcare, protection of buildings and furnishings, crop yield improvement, and solar panel efficiency improvement.

Collaboration is key to our creativity and success. We engage with a diverse group of scientists whose expertise complements ours. By fostering a supportive community of scientists and providing them necessary resources, we develop, test, and bring to market pioneering chemical technologies.

There is a central dynamic underpinning our success in integrating novel chemistry product applications and discovering and nurturing future breakthroughs. This dynamic is understanding the crucial connections between chemical reactions, structural design, and market needs, emphasizing cost-effectiveness, simplicity, and public and environmental safety. Grounded in scientific rigor, our approach has led and will continue to lead to breakthroughs that address society's needs.

Development History & Primary Products/Services

Over the past three years, the Company has made significant strides in laying the groundwork for its future revenue and profitability through the licensing of three major technology platforms. The first of these is a comprehensive technology package encompassing a diverse range of products including Fire Inhibitors DF21 - DF31, Fire Extinguishant Additive DF11E, Fire-Gel Lithium Batteries, a Fire/Stain Fabric Resistance Blend, a 24-hour Hand Purifier (non-alcohol based), a Bedbug/Dust Mite/Microbial Blend, Antimicrobials for Surface and Air Protection, Cassava Powder Fire Extinguisher, Fire Media Pellets, and a Fire Blanket/Smoke Hood.

Further enhancing the company's portfolio, the second platform involves SiO2 liquid glass products, capable of coating and protecting various substrates such as metal, stone, plastic, glass (including mobile device screens), seeds, and textiles.

The third platform encompasses stabilized halogen technology, which includes an array of products ranging from household care and disinfectants (requiring EPA registration) to food preservation, pet care, automotive products, commercial and industrial odor control, air filtration, formaldehyde inactivators, solutions for toxic and infectious spill remediation, textile modifications for odor control, persistent mold protection on environmental surfaces, non-woven textile modifications for airplane toilet odor control floor coverings, and personal hygiene products (including those for underarm and foot odor, baby diapers, adult incontinence, and feminine hygiene products).

To fully realize the commercial potential of these innovative products, the company is committed to investing in a combination of manufacturing scale-up, testing, regulatory compliance, and marketing. This strategic investment is poised to propel the company towards significant growth and establish it as a leader in its field.

Prior Financial Impairment

NA

Prior Restructuring and/or Major Asset Sales

NA

Potential Changes to Special Characteristics

One characteristic of the Company that could have a material impact on the future financial performance is the technology portfolio is large and can be developed into products in many different markets. If the company tries to develop too many potential products simultaneously it could face risks primarily stemming from resource dilution and strategic misalignment. Spreading resources too thin across multiple projects can lead to inadequate development, testing, and marketing of each product, potentially compromising quality and innovation. This overextension can result in a workforce that is overstretched and potentially less productive, as employees may struggle to maintain focus and momentum when juggling numerous projects. Financial resources also suffer; with capital divided across various initiatives, there may be insufficient funding to fully realize the potential of each product, leading to suboptimal outcomes or even project failures. Additionally, this approach can lead to a lack of strategic focus, as the company might struggle to align its product development efforts with its core competencies and market needs. In the absence of a clear and concentrated strategy, the company risks losing sight of its competitive advantages and market position, ultimately affecting its long-term sustainability and growth. We plan to approach the commercialization of our large technology portfolio in a systematic way to prioritize the opportunities to mitigates this risk as much as possible.

Additionally, some applications of our technology platforms are subject to regulation by the US Environmental Protection Agency (EPA) and the US Food and Drug Administration. The primary risk involves compliance with regulations, which can be stringent and complex. The guidelines are designed to ensure that products do not harm the environment or public health, and failure to comply can result in significant legal and financial repercussions. This includes costly fines, mandatory recalls, and potential lawsuits. Moreover, the regulations are subject to change, requiring companies to be vigilant and adaptive, ensuring their products continually meet current standards. In addition to compliance risks, there is the challenge of time-to-market. The process of obtaining regulatory approval can be time-consuming, involving extensive testing and review periods. This delay can be problematic, especially in fast-moving markets, as it can hinder a company's ability to capitalize on new technologies or market trends.

The Company has also licensed a pending patent application for a key component of the technology platform and while patents offer legal protection for innovations, they also pose risks, especially during the application phase. Until a patent is granted, the innovation is not fully protected, which can lead to issues of intellectual property theft or infringement. Competitors may develop similar products, leading to patent disputes or the need for litigation to defend the intellectual property rights. This can be both costly and damaging to the company's reputation. Additionally, the process of obtaining a patent is not only expensive but also uncertain. There is no guarantee that a patent will be granted, and the process can take several years, during which competitors might leapfrog the technology or find alternative solutions. Furthermore, if the product needs to be altered to comply with updated agency regulations, it might also affect the scope or validity of the pending patent, adding another layer of complexity and risk.

Marketing and Sales Strategies

The Company's business strategy is designed to maximize the commercial potential of its three core technology platforms through a diversified approach to product distribution and market engagement. Our first model focuses on manufacturing end products and selling them directly to consumers via online channels. This approach allows us to maintain a direct relationship with our customer base, providing valuable insights into consumer preferences and behavior. By leveraging the power of e-commerce, we aim to establish a strong online presence, facilitating the global reach of our products while optimizing operational efficiency. This direct-to-consumer model also enables us to rapidly adapt to market trends and consumer feedback, ensuring that our products consistently meet the evolving needs of our customers.

Secondly, the company plans to manufacture end products for sale through distribution channels. This strategy aims to broaden our market reach by tapping into established distribution networks, thereby gaining access to various retail and specialty outlets. By partnering with distributors, we can leverage their expertise and relationships to efficiently penetrate diverse markets, both domestically and internationally. This approach not only extends our geographic reach but also enhances brand visibility and recognition across a wider consumer base. Distributors provide a vital link in reaching customers who may not be accessible through online platforms, thereby ensuring our products are available to a more diverse audience.

Finally, our strategy includes manufacturing value-added ingredients for incorporation into other companies' end products, as well as licensing our technology to other companies for manufacturing and sales. These collaborative approaches allow us to tap into the existing market presence and production capabilities of established companies, leading to a rapid scale-up in production and distribution. Through such partnerships, we can access new customer segments and industries, further diversifying our revenue streams. Licensing our technology offers an additional avenue for revenue generation, allowing other companies to benefit from our innovations while providing us with a steady stream of licensing fees. This multipronged strategy not only maximizes the commercial potential of our technology platforms but also positions the company for robust growth and sustainability in the competitive marketplace. As we embark on this ambitious journey, we seek partners and investors who share our vision and commitment to innovation and excellence.

Industry Analysis and Trends

The Company possesses a diverse array of potential product applications spanning many markets and industries. The following four exemplars from our technology portfolio serve as a testament to the myriad opportunities available for the company to leverage and capitalize upon. This broad spectrum of applications not only highlights the versatility and adaptability of our technological innovations but also underscores our potential for significant growth and expansion across various sectors.

1. Fire Inhibition. In the current market landscape, the fire inhibition technology sector is witnessing a significant surge in demand, driven by heightened awareness of fire safety and increasingly stringent regulatory standards globally. Companies like ours, which specialize in advanced fire inhibition products, are strategically positioned to capitalize on this growing market. Innovations in fire-resistant materials and chemicals, particularly those that are environmentally friendly and comply with international safety standards, are in high demand. This industry is not only propelled by the construction and manufacturing sectors but also by the residential market, as homeowners become more conscious of fire safety. The challenge for manufacturers in this space lies in balancing technological innovation with cost-effectiveness and regulatory compliance, ensuring that their products remain accessible while meeting the highest safety standards.

2. Odor and VOC Remediation. In the realm of odor and VOC remediation, the market is evolving rapidly, with increasing consumer demand for more effective and environmentally sustainable solutions. This sector, which encompasses everything from household care products to industrial applications, is ripe for companies that can offer innovative, safe, and eco-friendly solutions. The growing focus on indoor air quality, particularly in the wake of heightened health and hygiene awareness post-pandemic, has bolstered the demand for advanced remediation technologies. Companies that can integrate natural and organic components, reducing reliance on harsh chemicals without compromising efficacy, are likely to gain a competitive edge. Moreover, the sector offers substantial opportunities for growth in diverse industries, including janitorial, waste management, and automotive, each requiring specialized solutions.

3. Odor Control Adult Incontinence Products. The market for adult incontinence products is another area experiencing notable growth, primarily driven by an aging global population. As societal stigmas surrounding incontinence continue to diminish, there is still an increasing demand for products that offer not just functionality, but the discretion offered by advanced odor control technology. The challenge for manufacturers in this space is to innovate in material science and product design to enhance user comfort and convenience while ensuring environmental sustainability. Companies that can successfully innovate in this domain while keeping products affordable will likely see increased market share. Additionally, as online retail continues to grow, companies with strong e-commerce strategies will be better positioned to reach and serve a wider, global customer base.

4. Mobile Phone Screen Protection. Lastly, the mobile phone accessories market is highly dynamic and competitive, characterized by rapid technological advancements and changing consumer preferences. As smartphones continue to permeate every aspect of daily life, the demand for accessories that enhance functionality, protect the device, and reflect personal style is booming. The challenge in this market lies in continually innovating and keeping pace with the fast-evolving technology of mobile devices. Companies need to focus on creating high-quality, durable products that align with the latest smartphone models and consumer trends. Additionally, there's a growing trend towards sustainability in this sector, with consumers increasingly favoring products made from eco-friendly materials. Manufacturers who can agilely navigate these trends, offering cutting-edge, sustainable, and aesthetically pleasing accessories, are likely to capture and retain consumer interest in this highly competitive market.

The Competition

The Company is on the cusp of commercializing its innovative technology platform, targeting a variety of markets and industries, each characterized by its unique set of competitive dynamics. This section will first outline some examples of the industry-specific risks associated with these diverse markets. Following this, we will explore the broader competitive landscape at the corporate level, highlighting the challenges and opportunities we face in our expansion and market penetration efforts.

In the realm of consumer-level odor control, our offerings are positioned against established brands such as Febreze, Glade, and Poo Pourri. These competitors predominantly focus on masking fragrances rather than directly neutralizing malodorants, presenting a significant point of differentiation for our products.

Turning to environmental odor control, we encounter traditional rivals in the form of chlorine dioxide and hydrogen peroxide solutions. However, it's noteworthy that these substances pose considerable safety risks due to their hazardous nature. Additionally, we face competition from Granular Activated Carbon (GAC) absorbent granules, which, while initially effective, gradually lose efficacy and can eventually foster the growth of odor-causing microbes within filters.

In the air filter segment, our products contend with treatments like nanosilver and quats, which are touted for their contamination protection capabilities. Nevertheless, these treatments often fall short in combating a wide array of odors and microbes, a limitation our products aim to overcome.

The hydrophobic fire protection spray market presents another competitive arena, where we are up against products like 3M Scotchgard. Scotchgard, while known for its hydrophobic properties, does not offer fire protection claims. Moreover, its use of controversial 'forever chemicals' has cast a shadow over its market reputation. In contrast, conventional fire retardants, which typically contain organic bromine compounds, are known for their toxicity, alongside other non-bromine toxic retardants. This offers a unique opportunity for our safer and more effective solutions.

In the liquid glass coatings sector, our products stand out amidst a market saturated with temporary solutions like RainX. These alternatives are generally less effective and offer only short-term results, in stark contrast to the durability and efficacy of our coatings.

In seed coatings, we are competing with industry giants such as Bayer and Syngenta. These companies primarily focus on soaking seeds in anti-fungal chemicals, a conventional approach that we aim to innovate and improve upon.

Lastly, in the personal deodorants market, we observe a high incidence of allergic reactions, affecting approximately 10% of the US population, to existing products. This scenario presents a substantial opportunity for our hypoallergenic and skin-friendly formulations to make a meaningful impact.

At the corporate level, we compete in the high-performance additives marketplace, featuring several leading global companies. These companies stand out due to their extensive product lines, innovation in chemical technology, and significant market presence. The top players in this field are known for their contributions to various industries, including automotive, construction, plastics, and coatings. While the ranking can vary based on different criteria like revenue, market share, or innovation, some of the top companies in the high-performance chemical additives sector include:

1. BASF: Headquartered in Germany, BASF is one of the largest chemical producers in the world and has a significant portfolio in high-performance additives. Their additives are used in a multitude of applications, including plastics, coatings, and lubricants.

2. Dow Chemical Company: Based in the United States, Dow is a major player in the chemical industry and offers a wide range of high-performance additives. Their products serve diverse markets such as plastics, coatings, and industrial applications.

3. Evonik Industries: A German company, Evonik is known for its specialty chemicals, including high-performance additives. They cater to various sectors, including automotive, paints, coatings, and construction, with a focus on sustainability and innovation.

4. Clariant: Headquartered in Switzerland, Clariant is a leading specialty chemical company with a strong presence in the high-performance additives market. They offer innovative solutions for a variety of applications, including plastics, coatings, and consumer products.

These companies are recognized for their commitment to research and development, which drives their ability to offer innovative and efficient solutions across various industries. They continually adapt to changing market needs and environmental standards, setting the bar high in the high-performance chemical additives sector.

In order to effectively contend with the formidable presence of these type of industry leaders, our strategy will be centered on the commercialization of products within niche market segments. These segments are currently underserved by existing technological solutions and exhibit a substantial unmet need that aligns with the unique value propositions our technology is poised to offer. This targeted approach will enable us to carve out a distinctive position in the market, addressing specific needs that have not been adequately met by current industry offerings.

Company Management and Employees

Senior Management

At the present time, the individuals below are actively involved in the management of the Company.

(i) Robert Gardiner, President and CEO whose key responsibilities are making major corporate decisions, managing the overall operations of our company, creating and implementing strategies to grow the business and communicating between the corporate operations.

(ii) Joshua Johnston, COO/CFO/Treasurer/Secretary whose key responsibilities are overseeing our company’s financial condition and capital structure, presenting and reporting financial information, and implementing the company’s financial forecasting, ,and overseeing the manufacturing and product development activities.  

Employees

As of the date of publication of this offering Circular, our company had 0 full time employees and 0 part time employees. The company is being operated by our two officers, who are not currently receiving a salary. Our company believes that its relationship with its employees is good. Over the next couple years, we are planning to recruit more high-qualified candidates to meet the needs to our business expansion, and we have access to a large pool of qualified candidates.

Government Regulation

We are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations, beyond those specific to certain products described elsewhere in this document. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our products and services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Intellectual Property

We do not currently directly hold rights to any intellectual property, but our licensors have certain patent applications, trade secrets and know-how that we have exclusive rights to commercialize. We plan to file additional patent applications jointly with our licensors in the future as applicable. We have filed a trademark for Breakthrough Chemistry and intend to trademark any of our future product or service names, our company logo and any other logo we create.

Description of Property

The Company does not own any real property such as land, buildings, physical plants or other material physical properties.

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 operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Offering Circular (“prospectus”). Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that reflect our current views with respect to future events and financial performance, which involve risks and uncertainties. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Description of Financial Condition

To date, our company has concentrated its efforts on acquiring and licensing cutting-edge chemical technologies to build a comprehensive and robust technology portfolio. Reflecting this strategic focus, our financial performance over the past three years has been characterized by limited revenue generation and relatively low expenditure levels. This financial pattern is primarily due to our strategic decision to invest primarily in core technology licenses, a process predominantly financed through the issuance of Preferred Stock to the technology licensors. The infusion of capital from this offering will mark a pivotal shift in our business model, enabling us to move beyond the development phase and into the realm of commercialization. This transition is critical for realizing the potential of our technological innovations and translating them into tangible, marketable products that meet the evolving needs of our target industries.

Factors Affecting Income

At present, the income generated from our operations remains minimal, a reflection of the company's early stage in its business lifecycle. This income primarily stems from a limited number of product trials and the sale of inventory that was initially acquired through strategic acquisitions and licensing deals. These early efforts, while not significantly contributing to our revenue stream, have been instrumental in validating our product concepts and providing valuable insights into market needs and preferences. They serve as a foundational step in our journey towards larger-scale commercialization and market penetration.

Looking ahead, our company is poised for a significant transformation in its financial trajectory, thanks to our strategic plan to commercialize our innovative technology platforms. We are targeting diverse and lucrative industries such as odor control, fire protection, and mobile device screen protection - sectors that not only have a substantial market demand but also present opportunities for technological innovation and differentiation. By tapping into these industries, we aim to unlock new revenue streams and drive substantial profits. Our focus will be on leveraging the unique aspects of our technology to meet specific market needs, thereby creating a competitive edge in these sectors.

The potential for profit generation in these areas is substantial. Odor control technology, for instance, has applications ranging from household products to industrial waste management, presenting a wide market scope. Fire protection technology, on the other hand, is critical in various sectors including construction, manufacturing, and consumer goods, offering opportunities for both B2B and B2C engagement. Similarly, the market for mobile device screen protection is continuously expanding, driven by the global increase in smartphone usage and the consumer's growing interest in protecting their investments. Our company’s innovative solutions in these areas are expected to resonate well with the market, driving significant sales and profitability. This shift from minimal operational income to significant profit generation will mark a pivotal phase in our company's growth and development.

Material Changes in Sales or Revenues

The income statements of our company accurately mirror its early stage, with working capital predominantly sourced through shareholder advances. However, a notable transformation in our financial structure was observed in the fiscal year 2023, primarily attributed to the acquisition of three major technology licenses. These licenses form the cornerstone of our newly established technology platforms and are pivotal to our anticipated future profitability. The acquisitions not only augmented our inventory with essential raw materials but also led to the creation of substantial intangible assets. The funding for these acquisitions was primarily secured through the issuance of Series D Preferred Stock, supplemented by a portion of cash.

Specifically, the technology license for our fire safety technology contributed an intangible asset valued at $500,000 to our balance sheet. Additionally, two strategic acquisitions, one for SiO2 coatings and the other for halogen coatings, collectively resulted in intangible assets amounting to $396,113. These assets, integral to our technology portfolio, are currently being amortized over a 20-year period, reflecting our long-term commitment to and confidence in the value they bring to our company. This strategic investment in intellectual property underlines our dedication to fostering innovative technologies and our focus on long-term growth and profitability.

Liquidity and Company Resources

Current Liquidity

The company is currently experiencing a deficit in immediate financial resources. This situation stems from its focus on technology development in its initial phases, rather than on commercial pursuits. However, considering the intangible assets obtained in the fiscal year 2023, the company's long-term financial health appears favorable. The ongoing capital-raising efforts are intended to fund commercial activities, which are expected to enhance both short-term liquidity and profitability.

Capital Commitments

The company currently holds no substantial commitments regarding capital expenditures. This indicates that, at present, there are no significant financial obligations tied to the acquisition of assets or large-scale investments.

However, this situation is likely to change following the conclusion of the fundraising efforts. It is anticipated that the company will engage in certain capital investments, such as manufacturing and R&D capabilities, once the fundraising is successfully completed. This will mark a new phase of financial planning and asset development for the company. 

Plan of Operations for Non-Revenue-Generating

The primary use of the capital over the next 12 months will be to establish and scale up manufacturing capabilities. This is a critical step in commercializing our technology, as it will enable us to produce at a volume necessary to meet market demand. Additionally, the funding will be allocated towards obtaining necessary performance testing, certifications, and regulatory approvals, which are crucial for market entry, especially in industries that are heavily regulated. This process will ensure that our products not only meet the highest standards of quality and safety but also comply with industry-specific regulations. Furthermore, a portion of the capital will be dedicated to strengthening our supply chain and logistics framework, ensuring that we can deliver our products efficiently and reliably to our customers.

Finally, a significant portion of the raised capital will be invested in marketing and sales efforts. Building brand awareness and establishing a market presence are essential for the successful launch of our products. We plan to implement a comprehensive marketing strategy that includes digital marketing, industry events, and strategic partnerships. Sales efforts will be focused on both direct-to-consumer channels and building relationships with distributors and retailers, which are key to accessing broader markets. This dual approach will allow us to not only reach our end-users directly but also tap into established distribution networks, thereby maximizing our market reach. In summary, the capital from this offering will be the catalyst that transforms our extensive intellectual property portfolio into a suite of commercially viable products, setting the stage for revenue growth and long-term success in the market. We do not believe it will be necessary to raise additional funds within the next six months to implement this strategic plan.

Impact of Trends on Capital Requirements

Currently, the sales figures presented in the financial statements are relatively low. This minimal sales performance, however, does not fully reflect the company's ongoing efforts in business development. The team has been actively involved in various initiatives aimed at expanding the company's reach and enhancing its market presence. These efforts, though not immediately apparent in current financial outcomes, are laying the groundwork for future growth and revenue generation.

On a promising note, the company has recently entered into a distribution agreement with a firm specializing in odor remediation and another for food security. These partnerships are expected to yield positive financial results in upcoming periods, especially with planned investments in sales and marketing strategies. Additionally, there are multiple potential distribution opportunities being explored in other markets, such as food preservation and adult incontinence. These markets are showing encouraging trends, driven by factors such as the aging population fueling the adult incontinence market and increasing concerns over food shortages. These industry dynamics present significant opportunities for growth and are aligned with the company's strategic direction.

The company's investigations and conversations about pricing so far indicate that in our intended markets, there is sufficient flexibility in how much customers are willing to pay for our added benefits. This suggests that we can achieve profitability at our current cost projections.

Plan of Operations

We anticipate that the capital we intend to raise in this offering will be sufficient to enable us to execute our business plan, including, but not limited to hiring a strong management team and key personnel; promoting sales by conducting more marketing; executing on the milestones described in this Offering Circular; and achieving growth by way of strategic partnerships.

It is the opinion of Company management that the proceeds from this proposed offering will satisfy the Company’s need for liquidity and cash requirements and put the Company in a position to grow its business in accordance with its business plan. Please refer to Use of Proceeds, Part II for the Company’s planned use of proceeds to be generated from this proposed offering.

Milestone 1: Month 1

In the month following the successful closure of our fundraising efforts, we have outlined a series of key milestones that are pivotal to the growth and expansion of our business. A primary focus will be on enhancing our organizational structure; this includes building out our management team and staffing to adequately support and drive our business objectives. Concurrently, we plan to initiate the distribution of samples of our mobile device protection product in key markets, specifically India and China. This step is crucial in our strategy to establish local partnerships, thereby extending our global reach and reinforcing our market presence in these significant regions. Additionally, we are set to implement a comprehensive Customer Relationship Management (CRM) solution. This system will be instrumental in efficiently managing leads and orchestrating our marketing initiatives, thereby streamlining our customer engagement and outreach efforts. On the production front, we are gearing up to initiate the scale-up of our SAP (Super Absorbent Polymer) technology, in collaboration with a contract blender. This move is aimed at enhancing our production capabilities to meet increasing market demands. Moreover, we are on track to complete critical human skin contact studies with SAP, as well as with diaper swatches. These studies are vital in ensuring the safety and effectiveness of our products, fortifying our commitment to delivering quality and reliable solutions to our customers.

Milestone 2: Month 2 to Month 6

During the second to sixth months following the closure of our fundraising, The company is set to accomplish several significant milestones that will propel our company's growth and innovation. One of the foremost achievements will be receiving the first batch of test results and certifications for our fire safety, bedbug, and hand purifier products, a critical step in validating their effectiveness and market readiness. In tandem, we plan to submit a Food and Drug Administration (FDA) food contact notification for our food security products, ensuring compliance and safety for consumer use. Additionally, we will complete human smell perception studies for our incontinence products, furthering

our commitment to understanding and meeting consumer needs. Parallel to these product developments, we will be making substantial advancements in our operational capabilities. This includes leasing space for a new laboratory and acquiring the necessary equipment to bolster our research and development efforts. A major corporate milestone will be the completion of our rebranding to Breakthrough Chemistry, including a change in our company name and symbol, symbolizing a new chapter in our journey. We will also be actively engaged in securing intellectual property rights, including filing patents for certain technological applications, and pursuing pharmaceutical removal certification. The creation of product demonstration videos will be another key focus, enhancing our marketing and customer engagement strategies. Moreover, we will file trademarks for various products while continuing to prosecute existing patents, ensuring robust protection of our innovations. Notably, we will also confirm the safety of contact and inhalation of our OdorSol product and validate the efficacy of our SiO2 coating on solar panels. Finally, we aim to execute between two to three licensing or distribution agreements, marking a significant stride in the commercialization and sale of our diverse product portfolio.

Milestone 3: Month 7 to Month 12

In the latter half of the year, spanning months 7 to 12 post-fundraising, we are geared to achieve a series of milestones that will significantly enhance our product portfolio and market positioning. A key initiative will be to submit an EPA sanitizer claim for our odor remediation product, marking a crucial step in expanding its applications and market appeal. Concurrently, we will complete ethylene inactivation studies for our food security product, underscoring our commitment to innovative solutions in food preservation. Additionally, we will conduct horticultural studies to assess the impact of our coatings on plant growth, a venture that highlights our dedication to agricultural innovation. On the personal care front, we plan to finalize human skin studies with our personal deodorant product, ensuring its safety and efficacy for consumers. Complementing this, microbiology studies on our food preservation products will further establish their effectiveness and safety. In terms of infrastructure, significant investments are planned for manufacturing facilities and equipment, laying the groundwork for increased production capacity and efficiency. Moreover, we will apply for organic certification for direct food use, a move that will enhance the credibility and marketability of our products in the organic sector. We will also submit patent applications for some of our fire safety products, ensuring the protection of our innovations. Alongside these developments, the completion of product videos and literature is slated, enhancing our marketing and promotional efforts. This will be complemented by the creation of promotional materials and a trade show booth/display, crucial for our visibility and engagement in industry events. Another pivotal milestone will be the third-party testing of our new hydrophobic fire safety formulations for environmental surfaces, including soft surfaces, validating their effectiveness, and broadening their potential applications. Finally, we aim to execute an additional 2-3 license or distribution agreements, further expanding our distribution channels and reinforcing our presence in the market.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
 

The following tables list the current Directors, Officers and Significant Employees of the Company. Significant Employees that are not Officers or Directors are those employees whose decisions and activities are expected to have a material impact on the Company’s performance.

Robert Gardiner: President and Chief Executive Officer

Family Relationship to Company: N/A

Background:

Bob Gardiner is a seasoned professional with over 30 years experience in business development, operations, marketing, and distribution. He has been personally responsible and involved in several start-ups in its development and ultimately the buyouts in several Canadian corporations. He has worked in alliance with a major Investment bank to access and evaluate potential acquisitions for clients. Bob has also worked with Danone Group (a multinational corporation listed on Euronext Paris and a component of the CAC 40 stock market index) in a management position after his Company was acquired by the Fortune Global 500 Group. The Company is confident that through his vast experience and business acumen, Bob will guide and direct Megola with the similar successes he has had with his past endeavours. He understands the potential & importance that the advanced Health Product Technologies and Services opportunities that Megola is engaged in and how it will bring these products and services into several vertical markets being established. Bob also has a strong understanding of the Company’s planned acquisitions and direction and expansion of its portfolio companies and how to harness and build on their value. MEGOLA feels fortunate to have a leader of his stature and we welcome him to further build out on the management team.

Legal Proceedings:

N/A

Joshua Johnston: Chief Operating Officer and Chief Financial Officer

Family Relationship to Company: Son of Simon Johnston, Director and majority owner of MedeSol Global, Inc.

Background:

Joshua is an entrepreneurial executive who brings over 20 years of experience in a wide range of finance and business functions within the consumer goods industry, having held several senior positions from VP of Operations, EVP of Global Business Development, COO and CEO, for both national and international corporations. Joshua’s authentic and data-driven approach to achieving aggressive business growth has helped companies maximize profitability, operational efficiencies, and enterprise value through capital raising and global expansions. Prior to joining Megola, Joshua was EVP of Global Business Development at Briotech Inc; the global leader of the HOCl industry. Here he facilitated partnership with communities around the globe to generate local production of reliable BrioHOClTM through their patented WHISH Systems for the disinfection, health, cosmetic, and pet care markets. As CEO of OxiScience, Joshua was brought on board to restructure the financial systems, clean up legal agreements, and drive operating efficiencies for the early-stage, fast-growing startup with a patented odor control technology. Joshua successfully negotiated and executed multiple rounds of equity investment and a convertible note, led record revenue growth and market share capture across the pet and home care industries through focused sales on Amazon and Chewy.com, and grew monthly revenues by 3x over 2 years at the company. During his tenure at HaloSource, Inc. Joshua held multiple roles including Director of Finance and VP of Operations at the innovative water technology company with three business units; Drinking Water, Recreational Water and Environmental Water. It was during his tenure here that Joshua was instrumental in complex capital market transactions including fund-raising efforts and M&A of $125 million in multiple rounds of financing comprised of $30M in private Series A, B, C, D and convertible debt, $15M Pre-IPO, and a $80M Initial Public Offering (IPO) in 2010. Joshua holds a Master of Business Administration, with a focus in Technology Management, from the University of Washington where he continues to serve as a mentor for current students.

Legal Proceedings:

N/A 

Simon Johnston

Simon is a creative entrepreneur with 35 years of experience innovating in the healthcare and textile industries as both a business owner and executive. When founding SciTech dental in 1990, Simon Simon created an economical in-line filter to address waterline microbial contamination ten years prior to its recognition as an issue by the dental industry. In 1998 he co-founded HaloSource Inc. to create potable drinking water for developing countries but left to explore novel functional polymer chemistries, focusing on infection and odor control in the medical, industrial and consumer sectors. With 7 US patents to his name, including multiple in polymer chemistry, Simon possess extensive expertise in business development and chemistry technology licensing, both internationally and within the US. His key strengths lie in nurturing start-ups, designing commercializing strategies, and building B2B relationships, all of which serve as the cornerstone for successful partnerships. A decorated combat veteran, Simon served in the US Army from 1966-68, and holds a Bachelor of Arts from University of Washington.

Mark Suchy

Mark is a seasoned entrepreneur with 30 years experience in the private and public sectors with a strong understanding of business investment and finance at all levels. He has worked with business professionals producing cutting edge product lines and has led to his current position with Megola/GS Capital Blends.

The Company may choose to establish an equity compensation plan for its management and other employees in the future.
 

Total Compensation of Officers For the Last Fiscal Year Prior to This Offering: $0
Total Annual Compensation to Directors: $0
Total Number of Directors: 4

Future Compensation Plans for Officers and Directors

A competitive compensation and benefit package will be provided to each member of the management team once funding is secured. 

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITY HOLDERS

The following table sets forth information regarding beneficial ownership of our Common and Preferred Shares as of the date of this Offering and as adjusted to reflect the sale of shares of our Common Stock offered by this Offering Circular, by:

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse. Percentage of beneficial ownership before the offering is based on 291,876,881 Common Shares outstanding on 12/31/2023.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

A relatively small group of executives and directors own a large portion of the issued and outstanding shares of Megola, Inc.. Consequently, these shareholders can control the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:

Thus, a small group of executives and directors will have complete control over the Company’s management and affairs. Accordingly, their ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer for the Common Stock.

Related Party Transactions

During the Company’s last two fiscal years and through the date of this Offering Circular (the “Reporting Period”), described below are certain transactions or series of transactions between us and certain related persons.

Disclosed are transactions, or proposed transactions, which could have a material impact on our operations, in which any directors, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. Transactions that would have a material impact on our operations are defined as those valued at the lesser of $120,000 or the average of 1% of our total assets over the last two fiscal years.

GS Capital Blends LLC

GS Capital Blends LLC is owned and controlled by Joel Gardner and Mark Suchy.

Mark Suchy is a director of the Company.

GS Captial Blends LLC has a right to convert into 500,000,000 shares of the Company’s Common Stock by nature of its ownership of 50,000 Series D Preferred Shares in the Company.

As of March 31, 2021, GS Capital Blends LLC was owed a total of $53,921 for advances payable.

During the year ended March 31, 2022, GS Capital Blends LLC advanced $109,148 to the Company and was repaid a total of $107,644 which included the conversion of $65,924 of the debt into a convertible promissory note as described below for net advances of $1,503 bringing the amount owed as advances payable to $55,424. The convertible note in the amount of $65,924 bears no interest, is payable on demand and is convertible at $0.005 per share. On the date of issuance, the Company recorded a beneficial conversion feature equal to the face value of the note, which amount was immediately expensed.

During the fiscal year ended March 31, 2023, GS Capital Blends advanced $34,588 to the Company and was repaid a total of $7,094 for net advances payable of $27,494.

During the nine months ended December 31, 2023, GS Capital Blends advanced $28,823 to the Company with no repayments. As at December 31, 2023 advances payable to GS Capital Blends totaled $111,741 (March 31, 2023-$82,918).

1863942 Ontario Corporation

Unsecured debt in the amount of $205,184 owed to 1863942 Ontario Corporation, an entity controlled by a shareholder of the Company who is also the officer and director of our former subsidiary, Megola Canada, was agreed to be acquired by the Company upon the ratification of the divestiture of Megola Canada effective March 31, 2018. Prior to the appointment of a custodian in 2018, management had agreed verbally to retire the debt payable to 1863942 Ontario Corporation by the issuance of certain shares, however, the shares were never issued. The amount was previously reflected on the balance sheets as “Due to Shareholder” and was non-interest bearing and due on demand.

On November 26, 2020, the Company and 1863942 Ontario Corporation agreed to enter into a formal written promissory note with respect to the total amount due of $205,184 and executed an unsecured convertible promissory note (the “Note”). The Note bears no interest and is convertible at any time five days after the issuance date at the election of the holder into shares of common stock at a fixed price of $0.0025 per share. The Company valued the beneficial conversion feature on the date the Note was issued at the fair market value of the Company’s common stock and recorded a day one loss totaling the full face value of the Note ($205,184), which amount was immediately expensed.

During the year ended March 31, 2021, 1863942 Ontario Corporation converted debt in the amount of $146,250 into 58,500,000 shares of common stock pursuant to the Note.

During the year ended March 31, 2022, 1863492 Ontario Corporation returned a total of 19,500,000 of the above converted shares of common stock to treasury and the Company increased the amount of the convertible note by $48,750. There were no further payments or shares issued for debt during the years ended March 31, 2022 or March 31, 2023.

During the nine months ended December 31, 2023, 1863942 Ontario Corporation converted a total of $55,000 in debt into 22,000,000 shares of common stock.

As of December 31, 2023 and March 31, 2023, $52,684 and $107,684 is due on the Note, respectively and is reflected on the balance sheet as Convertible Note – Related Party.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of an appropriate committee of our Board of Directors. On a moving forward basis, our Board of Directors will continue to approve any related party transactions.
 

SECURITIES BEING OFFERED

The Company is offering the following securities:

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

Potential liabilities imposed on Security holders

Please see Section II Item 3 Risk Factors for potential liabilities imposed on security holders.

NA.

Part F/S

The incorporated annual Financial Statements are prepared in compliance with GAAP.© Copyright Glass Box Law 2024- All Rights

Reserved

 Megola, Inc.

CONDENSED FINANCIAL STATEMENTS

For the Nine Months ended December 31, 2023, and 2022

(Unaudited)

(Stated in US Dollars)