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. 

UNIQUE FOODS CORPORATION

207,000,000 SHARES OF COMMON STOCK

Unique Foods Corporation (“we” or the “Company”) is offering for sale a maximum of 200,000,000 shares of its common stock at a fixed price of $.0025 per share. There is no minimum number of shares that must be sold by us for the offering to close, and therefore we may receive no proceeds or very minimal proceeds from the offering. The Selling Security Holders are offering for sale a maximum of 7,000,000 shares of common stock at a fixed price of $.0025 per share. We will not receive any of the proceeds from the sale of shares by the Selling Security Holders. The offerings will terminate upon the earlier of the sale of all 207,000,000 shares being offered, or one year after the offering statement is qualified by the Securities and Exchange Commission.

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

Prior to this qualification, there has been only a limited public trading market for the common stock of the Company. Our shares trade under the symbol UPZS on OTC Pink (Pink Sheets).

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this offering circular for a discussion of information that should be considered in connection with an investment in our securities.

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

We are providing the disclosure in the format prescribed by Part I of the S-1 format of Form 1-A.

322 Mall Blvd #149, Monroeville, PA 15146

(724)600-4720; www.uniquepizza.com

The date of this Preliminary Offering Circular is January 10, 2019

Please read this offering circular carefully. It describes our business, our financial condition and results of operations. We have prepared this offering circular so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this offering circular. We have not authorized any other person to provide you with different information. This offering circular is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this offering circular is complete and accurate as of the date on the front cover, but the information may have changed since that date.

OFFERING CIRCULAR SUMMARY

This summary provides an overview of selected information contained elsewhere in this offering circular. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this offering circular and review our financial statements contained herein.

Overview

Unique Foods Corporation, formerly Unique Pizza & Subs Corp., and originally Coastal Services Group, Inc. (“we”, or “the Company”), was incorporated in Delaware in 2003, as the successor of a pizza and sub shop business started by James C. Vowler in 1991. We are engaged in franchising, conversion and ownership of pizza and sub shops, and we also sell Jose Madrid Salsa and PopsyCakes through our wholly owned subsidiaries. We also have a 50% interest in a California brew pub restaurant business called Unique Pizza Tap House.

We consider ourselves to be a consumer food holding company with several independently run businesses as subsidiaries.

We provide these companies both 1) the enhanced ability to raise money for operations or expansion, and 2) an equity exit and liquidity strategy for the owner, heirs, and/or investors.

 We expect to use the proceeds of this offering to expand our franchising operations and for marketing as well as general and administrative expenses. See “Use of Proceeds.”  

 Our business office is located at 322 Mall Blvd. #149, Monroeville, PA 15146. Our telephone number is (724) 600-4720.

You should rely only upon the information contained in this offering circular. The Company and the Selling Stock Holders have not authorized anyone to provide you with information, including projections of performance, different from that which is contained in this offering circular. The Company and the Selling Stock Holders are offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained in here is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or of any sale of the common stock.

RISK FACTORS

Please consider the following risk factors and other information in this offering circular relating to our business and prospects before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this offering circular before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed and you may lose all or part of your investment.

The Company considers the following to be all known material risks to an investor regarding this offering. The Company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.

RISKS RELATED TO OUR BUSINESSES

We operate in a highly competitive industry and potential competitors could duplicate our business model.

We are involved in a highly competitive industry where we compete with numerous other companies who offer products and services similar to those we offer. There is no aspect of our business, which is protected by patents; we rely on copyrights, trademarks, and trade names. As a result, potential competitors will likely attempt to duplicate our business model. Some of our potential competitors may have significantly greater resources than we have, which may make it difficult for us to compete. There can be no assurance that we will be able to successfully compete against these other entities.

Changes in consumer preferences or negative publicity could adversely impact our results.

Our restaurants will feature innovative pizzas, subs, salads and appetizers in an upscale, family-friendly, casual environment. Our success depends, in part, upon the popularity of these foods and this style of informal dining. Shifts in consumer preferences away from this cuisine or dining style could materially adversely affect our future profitability. Guest satisfaction is important to us, and we believe that our success depends on the value and quality of items that we offer our guests. Any incident that erodes consumer trust in or affinity for our brands could significantly reduce their values. Like most restaurant chains, we can also be materially adversely affected by negative publicity, whether accurate or not, concerning food quality, illness, injury, publication of government or industry findings concerning food products served by us or other health concerns or operating issues stemming from one or more restaurants. These types of publicity could reduce our guest traffic which could adversely affect our operating results.

New information or attitudes regarding diet and health could result in changes in regulations and consumer eating habits that could adversely affect our revenues.

Regulations and consumer eating habits may continue to change as a result of new information and attitudes regarding diet and health. These changes may include regulations that impact the ingredients and nutritional content of our menu items. The federal government as well as a number of states, counties and cities have enacted menu labeling laws requiring restaurant operators to make certain nutritional information available to guests or have enacted legislation prohibiting the sales of certain types of ingredients in restaurants. The success of our restaurant operations depends, in part, upon our ability to effectively respond to changes in consumer health and disclosure regulations and to adapt our menu offerings to fit the dietary needs and eating habits of our guests without sacrificing flavor. If consumer health regulations or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items. To the extent we are unable to respond with appropriate changes to our menu offerings, it could materially affect guest demand for our concepts and have an adverse impact on our revenues.

Our menu and marketing programs may not be successful.

We expect to undertake new menu and marketing initiatives to drive comparable sales and guest traffic while building long-term, sustainable value. Our profitability depends, in part, upon consumer reception of these initiatives as unsuccessful initiatives could result in incremental expenses incurred without the benefit of higher revenues. Furthermore, if our competitors were to introduce more effective menu and marketing programs than ours, it could adversely affect our guest traffic which could adversely affect our operating results.

Our operations are susceptible to changes in food and supply costs, which could adversely affect our margins.

Our profitability will depend, in part, on our ability to anticipate and react to changes in food and supply costs. We will negotiate prices for all of our ingredients and supplies through either contracts (terms of one month up to one year) or commodity pricing formulas. We currently expect prices for commodity products to increase in 2019 compared to 2018. Furthermore, various factors beyond our control, including adverse weather conditions and governmental regulations, could also cause our food and supply costs to increase beyond our expectations. We cannot predict whether we will be able to anticipate and react timely to changing food and supply costs by adjusting our purchasing practices. A failure to do so could adversely affect our operating results or cash flows.

We may be subject to complaints and litigation that could have an adverse effect on our business.

We may be the subject of complaints or litigation from guests alleging food borne illnesses, injuries or other food quality, health or operational concerns. Adverse publicity resulting from these allegations may materially adversely affect our restaurants and brand, regardless of whether the allegations are valid or whether we are liable. We are also subject to complaints or allegations from current, former or prospective employees from time to time. The restaurant industry has seen a rise in purported class action lawsuits in recent years, and the Company may be subject to them. A lawsuit or claim could result in an adverse decision against us that could have a material adverse effect on our business. Additionally, the costs and expense of defending ourselves against lawsuits or claims, regardless of merit, could have an adverse impact on our profitability and could cause variability in our results compared to expectations. Further, defending such claims may divert financial and management resources that would otherwise be used to benefit the future performance of our operations.

Our future revenue and earnings per share growth depends in part upon the growth of our royalty, license and franchise revenues, which depends on contract partners we do not control.

Our revenue and earnings per share growth from ancillary sources including license and franchise agreements will depend, in part, upon the performance of contract partners acting independently. Adverse events beyond our control, such as quality issues related to a food product or a failure to maintain quality standards at a franchised restaurant, could negatively impact our brand, business and results of operations. A decline in ancillary revenues could have a material adverse impact on our growth, profitability and results of operations.

Our success depends, in part, on our ability to achieve our planned growth strategy, which partly depends on factors outside our control, including the current economic environment.

We are pursuing a disciplined growth strategy that, to be successful, depends on our ability and the ability of our franchisees and licensees to open new restaurants and to operate these new restaurants on a profitable basis. Successful expansion depends on numerous factors, many of which are beyond our control, including: the hiring, training and retention of qualified operating personnel, especially managers; competition for restaurant sites; negotiation of favorable lease terms; timely development of new restaurants, including the availability of construction materials and labor; management of construction and development costs of new restaurants; securing required governmental approvals and permits; competition in our markets; and general economic conditions.

Expansion into new markets may present increased risks due to our unfamiliarity with those areas

Our expansion strategy, in part, may also entail opening restaurants in markets in which we have little or no operating experience. These new markets may have different competitive conditions, consumer tastes and discretionary spending patterns than our restaurants in our existing markets. In addition, our new restaurants will typically take several months to reach budgeted operating levels due to problems associated with new restaurants, including lack of market awareness, inability to hire sufficient staff and other factors. Restaurants opened in new markets may never reach expected sales and profit levels, thereby affecting our overall profitability. Although we have attempted to mitigate these factors by paying careful attention to training and staffing needs, there can be no assurance that we will be successful in operating new restaurants on a profitable basis.

Our regionally branded products may not be able to compete successfully with nationally branded products.

Competition to obtain shelf space for our branded products with retailers is primarily based on the expected or historical performance of our product sales relative to our competitors. The principal competitive factors for sales of our branded products to consumers are brand recognition and loyalty, product quality, promotion, and price. Some of our branded competitors have significantly greater resources and brand recognition than we do.

Competitive pressures or other factors could cause us to lose sales, which may require us to lower prices, increase the use of discounting or promotional programs, or increase marketing expenditures, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

We operate in the highly competitive food industry.

We face competition in our product lines from other companies that have varying abilities to withstand changes in market conditions. Some of our competitors have substantial financial, marketing, and other resources, and competition with them in our various business segments and product lines could cause us to reduce prices, increase capital, marketing or other expenditures, or lose sales, which could have a material adverse effect on our business and financial results.

Some customer buying decisions are based on a periodic bidding process in which the successful bidder is assured the selling of its selected product to the food retailer, super center, mass merchandiser, or foodservice distributors, until the next bidding process. Our sales volume may decrease significantly if our offer is too high and we lose the ability to sell products through these channels, even temporarily. Alternatively, we risk reducing our margins if our offer is successful but below our desired price point. Either of these outcomes may adversely affect our results of operations. Additionally, competition can impact our ability to pass on increased costs or otherwise increase prices.

We may be unsuccessful in our future acquisition endeavors, if any, which may have an adverse effect on our business.

Consistent with our expansion strategy, our future growth depends, in large part, on our acquisition of additional food manufacturing businesses, products or processes. We may be unable to identify suitable targets, opportunistic or otherwise, for acquisition or make acquisitions at favorable prices. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisition would depend on a variety of factors, including our ability to obtain financing on acceptable terms.

Acquisitions involve risks, including those associated with integrating the operations, financial reporting, disparate technologies, and personnel of acquired companies; managing geographically dispersed operations; the diversion of management’s attention from other business concerns; the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; unknown risks; and the potential loss of key employees, customers, and strategic partners of acquired companies. We may not successfully integrate businesses or technologies we acquire in the future and may not achieve anticipated revenue and cost benefits. Acquisitions may not be accretive to our earnings and may negatively impact our results of operations due to, among other things, the incurrence of debt, one-time write-offs of goodwill, and amortization expenses of other intangible assets. In addition, future acquisitions could result in dilutive issuances of equity securities.

We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products.

Our success depends in part on our ability to anticipate the tastes, eating habits, and overall purchasing trends of consumers and to offer products that appeal to their preferences. Consumer preferences change from time to time, and our failure to anticipate, identify, or react to these changes could result in reduced demand for our products, which would adversely affect our operating results and profitability.

We may be subject to product liability claims for misbranded, adulterated, contaminated, or spoiled food products.

We sell food products for human consumption, which involves risks such as product contamination or spoilage, misbranding, product tampering, and other adulteration of food products. Consumption of a misbranded, adulterated, contaminated, or spoiled product may result in personal illness or injury. We could be subject to claims or lawsuits relating to an actual or alleged illness or injury, and we could incur liabilities that are not insured or that exceed available insurance coverage. Even if product liability claims against us are not successful or fully pursued, these claims could be costly and time consuming, and may require management to spend time defending the claims rather than operating our business. A product that has been actually or allegedly misbranded or becomes adulterated could result in product withdrawals, product recalls, destruction of product inventory, negative publicity, temporary plant closings, and substantial costs of compliance or remediation. Any of these events, including a significant product liability judgment against us, could result in a loss of confidence in our food products, which could have an adverse effect on our financial condition, results of operations, or cash flows.

New laws or regulations or changes in existing laws or regulations could adversely affect our business.

The food industry is subject to a variety of federal, state, local, and foreign laws and regulations, including those related to food safety, food labeling, and environmental matters. Governmental regulations also affect taxes and levies, healthcare costs, energy usage, international trade, immigration, and other labor issues, all of which may have a direct or indirect effect on our business or those of our customers or suppliers. Changes in these laws or regulations, or the introduction of new laws or regulations, could increase the costs of doing business for the Company, our customers, or suppliers, or restrict our actions, causing our results of operations to be adversely affected.  

Changes in weather conditions, natural disasters, and other events beyond our control could adversely affect our results of operations.

Changes in weather conditions, climate changes, and natural disasters such as floods, droughts, frosts, earthquakes, hurricanes, fires, or pestilence, may affect the cost and supply of commodities and raw materials. Additionally, these events could result in reduced supplies of raw materials. Our competitors may be affected differently by weather conditions and natural disasters depending on the location of their suppliers and operations. Further, changes in weather could impact consumer demand and our earnings may be affected by seasonal factors including the seasonality of our supplies and such changes in consumer demand. Damage or disruption to our production or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, or other reasons could impair our ability to manufacture or sell our products. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain. 

Disruption of our supply chain or distribution capabilities could have an adverse effect on our business, financial condition, and results of operations.

Our ability to manufacture, move, and sell products is critical to our success. We are subject to damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, including any potential effects of climate change, natural disaster, fire, terrorism, adverse changes in political conditions or political unrest, pandemic, strikes, import restrictions, or other factors that could impair our ability to manufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition, and results of operations, as well as require additional resources to restore our supply chain.

Our business and growth depend on the contributions of our-founder and CEO, James Vowler.

The success of our business continues to depend on the contributions of our founder and CEO, James Vowler and certain other executives of the Company. The loss of the services of James Vowler or other executives could have a material adverse effect on our business and plans for future development.

ADDITIONAL RISKS RELATED TO OUR COMMON STOCK

We have incurred net losses and may never be profitable.

Since we have incurred net losses since inception, it is difficult for potential investors to evaluate our business. We expect that we will continue to need to raise additional capital in order to fund our operations. There can be no assurance that such additional capital will be available to us on favorable terms or at all. There can be no assurance that we will be profitable.

Our financial statements have not been audited by a certified public accountant.

Management has prepared the accompanying financial statements. They have not been audited by a certified public accountant. A certified public accountant is required to undertake certain procedures when it audits financial statements. Those audit procedures are designed to ensure the reliability and accuracy of the financial statements and to detect fraud and the potential for fraud in the issuer’s financial reports. Investors will not have the benefit accruing from an independent audit of the financial statements.

No intention to pay dividends.

A return on investment may be limited to the value of our common stock. We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the Board. If we do not pay dividends, our common stock may be less valuable because a return on your investment would only occur if the Company’s stock price appreciates.

Our ability to continue as a going concern is not free from doubt.

The net loss for the nine months ended September 30, 2018 was ($141,846) , for the year ended December 31, 2017 was ($493,771). There is substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred a loss since 2003 (Inception) resulting in an accumulated deficit of approximately ($2,524,250) as of September 30, 2018 and further losses are anticipated in the development of our business.

Our ability to continue as a going concern is dependent upon our becoming profitable in the future and, or, obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. There is no guarantee that we will be successful in achieving these objectives.

Risks of expansion of our business arise due to our limited operating history.

Historically we have had few officers other than James Vowler and his father, William Vowler. As we obtain customers, we will be required to establish a corporate infrastructure, and management has limited experience in managing an enterprise. Our continued growth and profitability depend on our ability to successfully realize our growth strategy by expanding our sales. We cannot assure that our efforts will be successful nor that we will not incur unforeseen administrative and compliance costs.

Our failure to obtain capital may significantly restrict our proposed operations. We need capital to operate and fund our business plan. We do not know what the terms of any future capital raising may be but any future sale of our equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the price of the shares of common stock sold in this offering. Our failure to obtain the capital, which we require, may result in the slower implementation or curtailment of our business plan.

Capital and credit market conditions may adversely affect our access to various sources of capital and/or the cost of capital, which could impact our business activities, dividends, earnings and common stock price, among other things.

We depend on key personnel, including James Vowler, our founder and Chief Executive Officer, and future members of management, and the loss of services of one or more members of our management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners and existing and prospective industry participants, which could negatively affect our financial condition, results of operations, cash flow and trading price of our common stock.

Our success depends on our ability to attract and retain the services of executive officers, senior officers and restaurant managers. There is substantial competition for qualified personnel in our industry and the loss of our key personnel could have an adverse effect on us. Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly James Vowler, our Chief Executive Officer. The loss of services of Mr. Vowler or other members of our management team which we may hire, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners and industry participants, which could negatively affect our financial condition, results of operations and cash flow. 

The ability of stockholders to control our policies and effect a change of control of our company is limited by certain provisions of our Articles of Incorporation and bylaws and by Delaware law.

There are provisions in our Articles of Incorporation and bylaws that may discourage a third party from making a proposal to acquire us, even if some of our stockholders might consider the proposal to be in their best interests. These provisions include the following:

Our Articles of Incorporation authorizes our board of directors to shares of preferred stock with such rights, preferences and privileges as determined by the board, and therefore to authorize us to issue such shares of stock. We believe these Articles of Incorporation provisions will provide us with increased flexibility in structuring possible future financings. The additional classes or series will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not currently intend to do so, it could authorize us to issue a class or series of stock that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests.

The Delaware General Corporation Law (“DGCL”) permits our board of directors, without stockholder approval and regardless of what is currently provided in our Articles of Incorporation or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a director. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then current market price.

Each item discussed above may delay, deter or prevent a change in control of our company, even if a proposed transaction is at a premium over the then-current market price for our common stock. Further, these provisions may apply in instances where some stockholders consider a transaction beneficial to them. As a result, our stock price may be negatively affected by these provisions.

 Our board of directors may change our policies without stockholder approval.

Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our board of directors or those committees or officers to whom our board of directors delegates such authority. Our board of directors will also establish the amount of any dividends or other distributions that we may pay to our stockholders. Our board of directors or the committees or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without stockholder vote. Accordingly, our stockholders will not be entitled to approve changes in our policies, and, while not intending to do so, may adopt policies that may have a material adverse effect on our financial condition and results of operations.

Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Furthermore, our disclosure controls and procedures and internal control over financial reporting with respect to entities that we do not control or manage may be substantially more limited than those we maintain with respect to the subsidiaries that we have controlled or managed over the course of time. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

The subscription agreement for the purchase of common stock from the Company contains an exclusive forum provision, which will limit investors ability to litigate any issue that arises in connection with the offering anywhere other than the state and Federal courts in Wilmington, Delaware,

The subscription agreement states that it shall be governed by the local law of the State of Delaware, and the parties consent to the exclusive jurisdiction of the state and Federal courts in Wilmington, Delaware. They will not have the benefit of bringing a lawsuit in a more favorable jurisdiction or under more favorable law than the local law of the State of Delaware. This amounts to a litigation risk that should be considered by each investor before signing the subscription agreement. 

RISKS RELATED TO THE MARKET FOR OUR COMMON STOCK

There has been only a limited public market for our common stock and an active trading market for our common stock may not develop following this offering.

There has not been any broad public market for our common stock, and an active trading market may not develop or be sustained. Shares of our common stock may not be able to be resold at or above the initial public offering price. The initial public offering price of our common stock has been determined arbitrarily by management without regard to earnings, book value, or other traditional indication of value. Our common stock may trade below the initial public offering price following the completion of this offering. The market value of our common stock could be substantially affected by general market conditions, including the extent to which a secondary market develops for our common stock following the completion of this offering, the extent of institutional investor interest in us, the general reputation of companies in the food industry and the attractiveness of their equity securities in comparison to other equity securities, our financial performance and general stock and bond market conditions.

The market price and trading volume of our common stock may be volatile following this offering.

Even if an active trading market develops for our common stock, the trading price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the trading price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and trading price of our common stock.

There could be volatility in our share price due to shares held by only a few people.

A small number of stockholders own a significant portion of our public float. As of the date of this offering circular, a limited number (less than 10) persons beneficially own and control a significant portion of the public float of the Company. The Company has no control over the decisions of any of these stockholders to retain ownership of their shares. The trading price of the Company’s common stock could be adversely affected or be subject to volatility if one or more of these stockholders should determine to sell their shares.

Furthermore, the Company has outstanding 22,950,000 shares of Convertible Preferred Stock. If all of the Convertible Preferred Stock is converted at the current conversion rate, an additional 573,750,000 shares of common stock could be issued to the holders thereof. There are also convertible promissory notes outstanding in the amount of $724,900, plus accrued interest. The sale of shares by converting holders of preferred stock, or note holders, could adversely affect the trading price of our common stock.

James Vowler owns 20 million Series A Preferred Shares which could convert into 500 million common shares if the Company’s Articles of Incorporation permitted more than 500 million total outstanding common shares. Since there will be 237,724,937 shares of common stock outstanding after the offering is completed, Mr. Vowler can convert into and/or vote 262,272,679 common shares together with the 28,653,905 shares of common stock that he currently owns, allowing him to maintain majority control (subject to the prior conversion of other convertible securities.

There are $724,900 of outstanding convertible promissory notes that convert into an aggregate of 274,981,820 common shares based on fixed conversion prices and discounts to market conversion prices pegged at a recent (11/14/18) market price of $.011 per share. Each note contains a provision stating that it would not be able to convert into more than ten percent (10%) of the Company’s outstanding shares. 

Our shares are “Penny Stock,” which impairs trading liquidity.

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

If you invest in this offering, you will experience immediate dilution.

We expect the initial public offering price of shares of our common stock to be higher than the pro forma net tangible book value per share of our outstanding shares of common stock. Accordingly, if you purchase shares of common stock in this offering, you will experience immediate dilution of approximately $0.0012 in the pro forma net tangible book value per share of common stock. This means that investors who purchase shares of common stock will pay a price per share that exceeds the pro forma net tangible book value of our assets after subtracting our liabilities.

Future issuances of debt securities and equity securities may negatively affect the market price of shares of our common stock and, in the case of equity securities, may be dilutive to existing stockholders.

In the future, we may issue debt or equity securities or incur other financial obligations, including stock dividends and shares that may be issued in exchange for common units and equity plan shares/units. Upon liquidation, holders of our debt securities and other loans and preferred stock will receive a distribution of our available assets before common stockholders. We are not required to offer any such additional debt or equity securities to existing stockholders on a preemptive basis. Therefore, additional common stock issuances, directly or through convertible or exchangeable securities (including common units and convertible preferred units), warrants or options, will dilute the holdings of our existing common stockholders and such issuances or the perception of such issuances may reduce the market price of shares of our common stock. Any convertible preferred units would have, and any series or class of our preferred stock would likely have, a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise limit our ability to make distributions to common stockholders.

As an “Emerging Growth Company” any decision to comply with the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Our status as an “Emerging Growth Company” under the JOBS Act of 2012 may make it more difficult to raise capital.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G, nor Regulation 14D.

So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) offering statement, and periodic reports we file there under.

Our reporting obligation to file reports following this offering will be suspended if, on the first day of any fiscal year (other than a fiscal year in which the offering statement under the Securities Act has been qualified), we have fewer than 300 shareholders of record and we file Form 1-Z with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than either (i) 2000 persons; or (ii) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

Further, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules.

In addition, so long as our common shares are not registered under the Exchange Act, our Company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which requires the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than five (5%) of the class.

The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Offering Circular includes forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to the Company and its management and management’s interpretation of what is believed to be significant factors affecting the business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “will,” “shall,” “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue the Company’s operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Offering Circular generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Offering Circular will in fact occur.

Prospective investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The specific discussions herein about the Company include financial projections and future estimates and expectations about the Company’s business. The projections, estimates and expectations are presented in this Offering Circular only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on the officers of the Company’s own assessment of its business, the industry in which it works and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

Prospective investors should not make an investment decision based solely on the Company’s projections, estimates or expectations.

USE OF PROCEEDS

Our offering is being made on a best efforts basis. No minimum number of shares must be sold. The offering price per share is $.0025 per share. We expect to use the funds of this offering, amounting to $500,000, for implementing our franchising plans (25%), for marketing (25%) and for general and administrative expenses (50%)

No proceeds will be used to compensate or make payments to any officers or directors, except for ordinary business expenses incurred in the normal course of business, or as set forth under the caption “Executive Compensation.” We reserve the right to change the intended use of proceeds if necessitated by business conditions or unexpected events.

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, any historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

DESCRIPTION OF BUSINESS AND PLAN OF OPERATION

Corporate History

Unique Foods Corporation, formerly Unique Pizza & Subs Corp., and originally Coastal Services Group, Inc. (“we”, or “the Company”) was incorporated in Delaware in 2003. The Company’s mission is to become a leading national franchiser and purveyor of specialty foods. The Company has a store conversion strategy which targets existing pizza shops as potential franchisees, as well as an organic strategy that targets new restaurants as franchisees. The Company will provide all franchisees with a customer call center, state-of-the-art point-of-sale system, economies of scale buying power and other services to potentially increase the new store’s profit margins. The Company also has a variable interest entity relationship with a California based restaurant, Unique Pizza Taphouse, and has wholly owned subsidiaries with Jose Madrid Salsa and PopsyCakes.

Our Business Model

Currently, our only franchised pizza store is the Unique Pizza Tap House, although historically, we have operated and franchised over 25 pizza and sub shops. Our plan for franchising targets existing pizza shops as potential franchisees. We also have an acquisition strategy and an organic strategy of opening new stores. Some of the key elements of our business model and goals include the following:

This business model assumes that we have the capital and resources to build out a large franchise system. There can be no assurances that we will have the capital necessary to implement our plan or be successful in doing so.

Jose Madrid Salsa

The Company completed the acquisition of the Jose Madrid Salsa Company in October 2015. Jose Madrid is a fresh, all natural based salsa company that produces and markets hand crafted batches of salsa since 1976. Jose Madrid currently generates revenue through mail order, direct sales, retail, wholesale, food brokers and fund raisers. Unique Foods has already begun to expand the Jose Madrid brand through fundraisers, trade shows, festivals, franchise opportunities and retail. Mike Zakany, the founder, is the President of the Jose Madrid subsidiary.

In 1976, Mike Zakany and his brother started a restaurant in downtown Zanesville, Ohio. After months of planning and building, Zak’s Restaurant was a reality. The contemporary casual restaurant was a welcome addition to the small urban center and was quite successful from the family matriarch, helped her sons integrate more authentic Mexican cuisine into the menu and life of the restaurant. 

The Zakany family has always had a rich history as entrepreneurs. Mike’s paternal grandparents opened a butcher shop and grocery store in Zanesville in 1942. Mike’s father, uncle and entire family worked very hard to continue to grow the family business over the years. Zak’s Restaurant was a natural extension of the Zakany’s involvement and love for the food business. The restaurant quickly developed a strong clientele. Clearly, people liked the “New Mexico” style food, the phenomenal increase in the “to go” food sales and the additional increase in dining room business confirmed their niche in the “New Mexico” style of food on the menu. The demand for salsa was a key part of the complete menu; salsa enhanced the flavors of all the dishes served. It then became time to develop the salsa to meet the demand. Mike started an extensive marketing study that examined all kinds of spices and chili peppers. He read with great interest about the migration patterns of the European Spaniards to Mexico and the influence America’s native people had on the newcomer’s cuisine.

Mike continued to work on the salsa recipes based on his research and experimentation. The restaurant customers were the critics for the salsa formulas born from Mike’s hard work in the kitchen.  Eventually, the “favorite” blend of spices, chili peppers and herbs were developed. These recipes came from the direct influence of his maternal grandfathers cooking culture. In 1987, José Madrid Salsa became a reality, named after the family icon and beloved grandfather from Clovis, New Mexico. Mike Zakany’s tribute to his grandfather celebrates his childhood memories of the larger than life man. 

Sales and Operating Profit of José Madrid Salsa have been as follows: 

PopsyCakes

James Vowler, President & CEO of Unique Foods Corporation said, "The opportunity to acquire PopsyCakes was brought to me in November of 2015. PopsyCakes are sold and distributed using very comparable source outlets as the Salsa is, corporate sales, restaurants, fundraisers, high end retail, direct mail and will be a great new revenue source. We will add the PopsyCakes to all of our Jose Madrid Salsa booths, where we currently reach over 2 million potential customers annually at the numerous trade shows and corporate events that we attend. We will now be able to feature a very high end complimentarily item at these booths marketed at the same price point as our salsa.” We invite you to try the world’s first cupcake on a pretzel! PopsyCakes are handmade cupcakes smothered in imported Italian chocolates, placed on a crispy pretzel stick. PopsyCakes have the perfect combination of sweet and salty, making them a UNIQUE decadent gourmet dessert. PopsyCakes' humble beginnings were conceptualized from a school project, by a high school student, in her mother’s kitchen, and are now a growing sensation.  Treat yourself or that special someone to PopsyCakes today!

The PopsyCakes Company was founded by Jessica Cervantes when she decided to create an innovative cupcake on an edible stick in 2006 at the age of 16. Ever since her grandmother taught her how to bake, Jessica has loved measuring and tasting different ingredients - and mixing them up to see how her culinary creations would turn out. But it wasn't until Jessica became a part of the International Business and Finance Academy at John A. Ferguson Senior High school, that baking and business came together in a brand new recipe for success. The budding baker/entrepreneur, who immigrated to the U.S. from Cuba as a child, competed against 25,000 business students across the country and won first place in the Network for Teaching Entrepreneurship (NFTE.com) National business plan, a competition which was held on October 23, 2008 in New York City. Her innovative creation has received a great deal of attention from the dessert industry across the United States.

PopsyCakes generates revenue through: mail order, airports gift shops, direct sales, candy stores, restaurants, Bar Mitzvahs (certified Kosher product), birthday parties, high end retail, wholesale, food brokers, corporate sales, wedding / party favors and fundraisers

Sales and Operating Profit of PopsyCakes have been as follows: 

Unique Pizza Tap House

Unique Pizza Tap House opened in November 2016 and is located in Murrieta, CA. This showcase restaurant is 6000+ square feet, serves all of the Unique Foods gourmet pizzas and features the innovative IPourIt self-pour draft beer system. The location is 50% owned by the Company and 50% owned by master franchisee Kevin Serrano. The Unique Pizza Tap House includes the full line of Jose Madrid Salsa and PopsyCakes, and will be used a training facility for future franchisees.

Sales and Operating Profit of the Unique Pizza Tap House have been as follows:

Christopher Street Products

On September 15, 2016, the Company signed a royalty deal with New York City based Christopher Street LLC. Under the agreement, the Company will create and market a custom line of Unique Pizzas under the Christopher Street label, Jose Madrid Salsa will create and market a line of custom hand crafted Salsa, and PopsyCakes will create and market custom flavored and decorated PopsyCakes. The Company will also work with Christopher Street’s management group to expand and market the existing lines of Bath & Shower Gels, Shampoo and Conditioners and Hand and Body lotions. Christopher Street celebrates the start of the Gay Rights movement that took place on Christopher Street in NYC’s Greenwich Village in the 1970’s and to this day Christopher Street serves as an international symbol of gay pride. Our new line of quality products pledge to support the causes that are near and dear to the hearts of this community. In the Spring of 2017, Christopher Street launched 17 unique products into the 400+ HomeGoods locations.

Sales and Operating Profits from Christopher Street Products have been as follows:

Frozen Line of Unique Pizza

The Company started developing its frozen pizza line over 15 years ago when it became the official pizza shop of the Pittsburgh Penguins and Riverhounds. It went into these venues to build awareness of the brand but mainly to develop the proper formulas necessary to duplicate its superior quality product in mass quantities. After a great deal of investment of capital, time and effort Unique Pizza is almost ready to launch their gourmet lines of Frozen Pizza. It took many years to find the right manufacturing partner that will duplicate the necessary quality and handle the potential growth. The Company currently has agreements in place with Essence Global and Larasan Pharmaceuticals to distribute Unique Frozen Pizzas throughout China and India. Essence Global will handle the shipping, customs and part of the distribution in China. Larasan will utilize its vast network of outlets to distribute throughout China and India. After the launch of the frozen pizza in China and India, the Company intends to bring some versions to the U.S. and elsewhere.

Competition

There is intense competition in all of our food product lines, often times with competitors who are larger and much better capitalized.  We are involved in a highly competitive industry where we compete with numerous other companies who offer products and services similar to those we offer. There is no aspect of our business, which is protected by patents; we rely on copyrights, trademarks, and trade names. As a result, potential competitors will likely attempt to duplicate our business model. Some of our potential competitors may have significantly greater resources than we have, which may make it difficult for us to compete.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Critical Accounting Policies and Estimates

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors to be recognized in the financial statements, based on their fair value. The Company measures share-based compensation to consultants in accordance with ASC 505-50, Equity-Based Payments to Non-Employees, and recognizes the fair value of the award over the period the services are rendered or goods are provided.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims against the Company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on OTC Link under the symbol UPZS. The following table reflects the high and low sales prices for our common stock in the calendar quarters indicated; such prices may not reflect actual transactions or retail markdowns or commissions.

As of the date of this offering circular, we had approximately 3,522 record holders of our common stock.

We do not have a stock option plan in place and have not granted any stock options at this time.

DILUTION

Purchasers of our common stock offered in this offering circular will experience an immediate and substantial dilution of the net tangible book value of their common stock from the initial public offering price. Such dilution results from the offering price of the shares by the Company. At September 30, 2018, we had a consolidated net tangible book value of approximately $(184,688) or $(0.0049) per share of our common stock held by continuing investors. After giving effect to the sale of the shares of our common stock offered hereby, including the use of proceeds as described under “Use of Proceeds,” and the deduction of underwriting discounts and commissions, the pro forma net tangible book value at September 30, 2018 attributable to common stockholders would have been $315,312 or $0.0013 per share of our common stock. This amount represents an immediate increase in net tangible book value of $0.0062 per share to continuing investors and an immediate dilution in pro forma net tangible book value of $0.0012 per share from the assumed initial public offering price of $0.0025 per share of our common stock to new public investors. The following table illustrates this per-share dilution:

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

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto of the Company, as well as the financial statements and the notes thereto of the Company included in this Offering Circular. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” above.

Overview

The Company formerly Coastal Services Group, Inc. was incorporated on November 20, 2003. The Company’s mission is to become a leading national franchisor and owner of several distinct consumer food subsidiaries.

Operating Results

For the Years Ended December 31, 2017 and December 31, 2016.

We generated gross revenue of $1,581,138 for the year ended December 31, 2017, compared to $447,559 for the year ended December 31, 2016.

Cost of Revenue

We had cost of revenue of $722,788 during the year ended December 31, 2017, compared to $239,435 for the year ended December 31, 2016.

Operating expenses

Operating expenses during the year ended December 31, 2017 amounted to $1,863,668 compared to $735,530 for the year ended December 31, 2016. The operating expenses in 2017 included depreciation expense of $185,020 and other general and administrative expenses of $912,576, compared to depreciation expense of $161,234 and other general and administrative expenses of $165,477 in 2016.

Net loss

As a result of the foregoing, during the year ended December 31, 2017, we recorded a net loss of $568,771, compared to a net loss of $296,452 for the year ended December 31, 2016.

Liquidity and Capital Resources

For the Years Ended December 31, 2018 and 2017

During the year ended December 31, 2017, net cash flows used in operating activities were $189,937, compared to net cash flows of $79,061 provided by operating activities during the year ended December 31, 2016. The negative cash flow from operation in 2017 was due to net loss of $568,771, Comparatively, the negative cash flow from operation in 2016 was primarily due to net loss of $296,452.

There were non-cash investing activities during the year ended December 31, 2017 of $8,450, and no cash from investing activities for the year ended December 31, 2016.

During the year ended December 31, 2017, net cash flows provided by financing activities were $171,664, and $86,800 for the year ended December 31, 2016, due primarily to the proceeds from advances on a line of credit and Increase in convertible notes payable.

For the Three Months Ended September 30, 2018 and September 30, 2017

We generated gross revenue of $207,875 for the three months ended September 30, 2018, compared to $332,350 for the three months ended September 30, 2017.

Cost of Revenue 

We had cost of revenue of $126,835 for the three months ended September 30, 2018, compared to $136,933 for the three months ended September 30, 2017.

Operating Expenses

Operating Expenses during the three months ended September 30, 2018 amounted to $239,082, compared to $391,549 for the three months ended September 30, 2017. The operating expenses in the three months ended September 30, 2018 included depreciation expense of $46,255 and other general and administrative expenses of $16,375, compared to depreciation expense of $46,255 and other general and administrative expenses of $155,078 in the three months ended June 30, 2017. 

Net Loss

As a result of the foregoing, during the three months ended September 30, 2018, we recorded a net loss of $31,225, compared to a net loss of $85,566 during the three months ended September 30, 2017.

For the Nine Months Ended September 30, 2018 and September 30, 2017

We generated gross revenue of $644,147 for the nine months ended September 30, 2018, compared to $1,055,406 for the nine months ended September 30, 2017.  

Cost of Revenue

We had cost of revenue of $352,916 for the nine months ended September 30, 2018, compared to $438,691 for the nine months ended September 30, 2017.

Operating Expenses

Operating Expenses during the nine months ended September 30, 2018 amounted to $786,013, compared to $1,085,077 for the nine months ended September 30, 2017. The operating expenses in the nine months ended September 30, 2018 included depreciation expense of $138,765 and other general and administrative expenses of $197,340, compared to depreciation expense of $138,765 and other general and administrative expenses of $321,155 in the nine months ended September 30, 2017. 

Net Loss

As a result of the foregoing, during the nine months ended September 30, 2018, we recorded a net loss of $141,846, compared to a net loss of $95,548 during the nine months ended September 30, 2017.  

Liquidity and Capital Resources

For the Nine Months Ended September 30, 2018 and 2017

During the nine months ended September 30, 2018 and 2017, net cash flows used in operating activities were $38,787 and $43,957, respectively.

There were no cash flows from investing activities during the nine months ended September 30, 2018 and 2017.

During the nine months ended September 30, 2018 and 2017, net cash flows provided by financing activities were $0 and $82,605, respectively, due primarily to the proceeds from an advance under a line of credit.

As of September 30, 2018, the Company had cash on hand of $49,145. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowings and the sale of common stock. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of an equity financing.

PLAN OF DISTRIBUTION

The Company is offering a maximum of 200,000,000 shares of its common stock on a best efforts basis at a fixed price of $.0025 per share and any funds raised from this offering will be immediately available to us for our use. There will be no refunds. The Selling Stock Holders are offering 7,000,000 shares of their common stock on a best efforts basis at a fixed price of $.0025 per share. The offering will terminate upon the earlier of the sale of all 207,000,000 shares or one year from the date of this offering circular. There is no minimum number of shares that we have to sell in this offering. All money we receive from the offering will be immediately appropriated by us for the uses set forth in the Use of Proceeds section of this offering circular. No funds will be placed in an escrow account during the offering period and no money will be returned once the subscription has been accepted by us.

We intend to sell the shares in this offering through our President, James Vowler. He will not receive any compensation for offering or selling the shares. We do not intend to involve underwriters or broker-dealers in connection with our best efforts offering of shares of common stock.

Once the offering statement is effective, James Vowler will contact individuals with whom he has an existing or past pre-existing business or personal relationship and will attempt to sell them the shares. They will be required to sign the subscription agreement attached as Exhibit 4.1 to this Offering Circular.

Mr. Vowler is relying on Rule 3a4-1 of the Securities Act of 1934 to offer the company’s shares without registering as a broker. Mr. Vowler is able to rely on Rule 3a4-1 of the Securities Act of 1934 due to the fact that he is: (a) not subject to statutory disqualification pursuant to section 3(a)(39) of the Securities Act of 1933; (b) not compensated in connection with his participation by the payment of commissions or other payments based either directly or indirectly on the offering; (c) not an associated person of a broker dealer; (d) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; (e) not a broker or dealer, or has been a broker or dealer, within the preceding 12 months; and (f) does not participate in selling an offering of securities for any issuer more than once every 12 months.

The Selling Security Holders intend to sell 7,000,000 shares in this offering through registered broker-dealers from time to time. We will not receive proceeds from the sale of shares by the Selling Security Holders. Purchasers from the Selling Security Holders will not be required to sign the subscription agreement attached as Exhibit 4.1 to this Offering Circular. 

The Selling Security Holders in this offering may be considered an underwriter, as that term is defined in Section 2(11) of the Securities Act. We are not aware of any underwriting arrangements that have been entered into by the Selling Security Holders. The distribution of the securities by the Selling Security Holders may be effected in one or more transactions that may take place in the OTC Markets, including broker's transactions or privately negotiated transactions.

The Selling Security Holders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such Selling Security Holders, the pledge in such loan transaction would have the same rights of sale as the Selling Security Holders under this offering circular. The Selling Security Holders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this offering circular. The Selling Security Holders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such Selling Security Holders under this offering circular.

The Selling Security Holders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the Selling Security Holders or any such other person. We have instructed our Selling Security Holders that they may not purchase any of our securities while they are selling shares under this offering circular.

We will not pay for any expenses relating to the sale of shares by the Selling Security Holders except the expenses related to filing this offering circular. 

SELLING SECURITY HOLDERS 

The entities named below are the "Selling Security Holders." The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by the Selling Security Holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the Selling Security Holders upon termination of this offering.

Except as noted, the Selling Security Holder listed in the table will have sole voting and investment powers with respect to the securities indicated and has never been one of our officers or directors. We will not receive any proceeds from the sale of the securities by the Selling Security Holders. The Selling Security Holders are not a broker- dealer or affiliated with a broker-dealer. The Selling Security Holders may be deemed to be an underwriter.

The Selling Security Holders intend to sell the shares in this offering through registered broker-dealers from time to time. Their ownership percentages based on 37,724,937 currently outstanding common shares and 22,950,00 Preferred A shares outstanding (which are convertible on a 1 for 25 common shares basis), yielding 611,474,937 common shares outstanding on a fully diluted basis, are as follows:

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Identification of Directors, Executive Officers and Significant Employees.

Our directors hold office until their successors are elected and qualified, or until their deaths, resignations or removals. Our officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals.

Our directors, executive officers and significant employees their ages, positions held, and durations of such are as follows:

Business Experience

The following is a brief account of the education and business experience of our directors, executive officers and significant employees during at least the past five years, indicating their principal occupations and employment during the period, and the name and principal business of the organization in which such occupations or employment were carried on.

James Vowler, President, CEO, Chief Financial Officer and Director

Since 1995, Mr. Vowler a director and the principal officer of the Company. Jim Vowler, who attended Northeastern University with a major in Entrepreneurship, has been an owner/operator of pizza shops since 1991. Having started out owning a Pittsburgh based pizza franchise, Jim Vowler decided "there had to be something better" so he originally developed Unique Pizza Factory which from its conception was developed to have the consistency of a major franchise with the quality of a mom and pop store. He also designed Unique Pizza as a franchise that can easily convert existing pizza shops over to Unique Pizza and Subs shops allowing for rapid growth in any pizza market.  After operating Unique Pizza Factory (the precursor to Unique Pizza), for over ten (10) years, he has carved a niche in the industry, which Unique Foods will now be able to grow from.  During the growing and learning processes, Jim’s experience grew such that he now really understands how to duplicate and document the 'recipes' for franchise-wide product consistency.  He also personally performed all the construction, design, decorating, painting and equipment installation for over twenty (20) pizza shops; thus understanding the work and costs associated with the physical operation; thus allowing for both new and conversion stores to be easily planned, designed, implemented and ready to manage 'turn-key' operation.  Jim Vowler's tenacity, work-ethic, enthusiasm, love of the pizza and restaurant business and his commitment for offering consistent quality products along with his knowledge of the pizza industry makes him the key individual of the total operation.  In addition, his strong desire to 'partner with Franchisee’s and the community' in which the stores are located, exemplifies the credibility he establishes in the quest to have a 'win/win' business/community relationship that is delivered through charity participation, local advertising, employment and fellowship.

William Vowler, GM, Vice President and Director

Since 2005, Mr. Vowler has been the GM, Vice President and Director of the Company.

William J. Vowler is responsible for overseeing the company's customer service operations, including Unique Pizza and Subs' customer response center. He has held executive positions in the product service areas for corporations such as Honeywell International, Sensormatic Electronics, and Digital Equipment Corporation. Previous successes include growing service revenue for Digital from $35million to $750 million, achieving a "Best in Class" profitability of $344 million. He has been recognized as a progressive leader by implementing changes based on the voice and views of customers and utilizing customer relations focused programs.  His business education is extensive, including the Emory Business School, Wharton School of Business, University of Michigan and Harvard Business School.

Dr. Malireddy Srinivasulu Reddy (M.S. Reddy), Senior Advisor

Dr Reddy is famously known as the “Cheese King’ because of his notoriously successful cheese & dairy–highly scientific biotechnology-based ingredient business. Dr. M.S. Reddy currently serves as Chairman and President of USA based American Dairy and Food Consulting Laboratories, and International Media and Cultures with twelve manufacturing facilities in eight states.

Dr. M.S. Reddy has been nominated for the 2012 Nobel Peace Prize by the chair of the United States Association of the state of Colorado. According to the chair of the U.N, Dr. Reddy has also been nominated by the world renowned professors of law, economics and register of the American Universities, Universities of India and also by the ranking members of the judiciary committee of the House of Representatives of the State of Colorado (U.S.A).

He has received over 100 national and international awards and honors from all over the world. Among the notable are: Richard M. Hoyt memorial award from the American Dairy Science Association, Outstanding Young Alumnus Recognition award from the Iowa State University, Sigma-Xi Research award, Outstanding Scientist award from IAFC, Washington, D.C., 2003, 2004 and 2005, Outstanding Businessman of the year award, and prestigious U.S. President Ronald Regan Gold Medal award at Washington, D.C. Dr. Reddy holds over 150 U.S. and international patents and has published over 70 scientific articles and has written several popular books, including A to Z of success. He is one of the leading authorities in the world in applied microbiology as it relates to dairy foods, probiotics, and pollution mitigation. Over 100 of his company’s patented high tech products are used in commerce all over the world. He has served as a technical consultant to over 70 national and international companies all over the world and also serves on the Committee of Complementary Alternative Medicine Division of AAPI. Dr. Reddy gave over 300 motivational, technical, and medical lectures, at his own cost, to improve the optimism all over the world, to uplift the communities and to curb poverty, hunger and disease. For all his lifetime achievements he was nominated, in good standing, for the 2012, 2014, 2015 Nobel Peace Prize.

Dr. Reddy is developing a custom cheese blend exclusively for Unique Pizza & Subs’ frozen pizza. This exclusive cheese blend will include a “farm harvested” active probiotic.

Mike Zakany, Founder & President – Jose Madrid Salsa

In 1976, Mike started a restaurant in downtown Zanesville, Ohio. The demand for salsa was a key part of the complete menu; salsa enhanced the flavors of all the dishes served. In 1987, José Madrid Salsa became a reality, named after the family icon and beloved grandfather from Clovis, New Mexico.

Vinny Viola, President – Christopher Street Products

Vinny oversees CSP which offers a diversified product mix of gourmet food and body care products. He also owns a successful retail liquor and wine shop in New York and is partners with Toby Keith, creating “Wild Shot”, which has become the best-selling premium mescal in the U.S. He has a history of creating and marketing new wine products and flavored rums.

Kevin Serrano, Operating Partner – Unique Pizza TapHouse (Murrieta,CA)

Kevin is a Master Franchisee. His region encompasses the Northern Border inclusive of, San Luis Obispo, Kern and San Bernardino counties to the Southern Border of California.

Conflicts of Interest

At the present time, the Company does not foresee any direct conflict between our directors' executive officers, or significant employees other business interests and their involvement in the Company.

None of them has been the subject of the following events:

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers hold their offices until they resign, are removed by the Board, or their successor is elected and qualified.

Equity Awards

Our directors are not compensated for their services. The board has not implemented a plan to award options to our directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts. No compensation is paid to directors for acting as such.

Employment Contracts and Employees

We have no employment contracts with any of our officers or directors. We currently employ our CEO and GM as our full time executive officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of September 30, 2018 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company. The percentages are based on 37,724,937 shares of our common stock and 22,950,000 shares of our Convertible Preferred Stock outstanding as of the date above, or 611,474,937 fully converted common shares.

Regardless of the success of this offering, our officers and director and current stockholders will continue to own a substantial portion of our common stock after the offering. Since they may continue to control the Company after the offering, investors may be unable to change the course of the operations. Thus, the shares we are offering may lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

We issued 23,000,000 common shares and 20,000,000 shares of Series A Convertible Preferred Stock to James Vowler in 2005. We also issued 2,100,000 shares of common stock to 19 shareholders in connection with the acquisition of PopsyCakes. In connection with the acquisition of Jose Madrid Salsa, we issued 5,800,000 shares of common stock to Mike Zakany, and in connection with the acquisition of our 50% interest in Unique Pizza Tap House, we issued 1,000,000 shares of common stock to Kevin Serrano. Other than the foregoing, we do not have any transactions with related persons to report.

A related party, Credo Ventures, LLC, a variable interest entity that owns our California restaurant subsidiary known as Unique Pizza Tap House, incurred a promissory note in the amount of $495,000 payable to the mother of the managing member of Credo Ventures, LLC, who loaned the monies as of December 31, 2017. The promissory note bears interest of 10% per annum, has equal monthly payments payable of $10,517 over sixty months maturing on October 17, 2020, and the restaurant equipment is the collateral. See Exhibit 10.1 to this Offering Circular for a copy of the promissory note.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with any independent registered public accountant. As mentioned elsewhere herein, our financial statements have not been reviewed by an independent registered public accountant.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this offering circular as having prepared or certified any part of this offering circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The Law Offices of Harold H. Martin, P.A. will pass on the validity of the common stock being offered pursuant to this offering circular.

DESCRIPTION OF CAPITAL STOCK

Our Articles of Incorporation provides that we may issue up to 500,000,000 shares of common stock, $0.0001 par value per share, referred to as common stock, and 50,000,000 shares of preferred stock, $0.0001 par value per share, including 22,950,000 shares of Series A Convertible Preferred Stock. As of the date of this offering circular, there are 37,724,937 outstanding shares of common stock. Upon completion of the maximum offering, 237,724,937 shares of our common stock will be issued and outstanding, and 22,950,000 shares of Series A Convertible Preferred Stock will be issued and outstanding.

James Vowler owns 20 million Series A Preferred Shares which could convert into 500 million common shares if the Company’s Articles of Incorporation permitted more than 500 million total outstanding common shares. Since there will be 237,724,937 shares of common stock outstanding after the offering is completed, Mr. Vowler can convert into and/or vote 262,272,679 common shares together with the 28,653,905 shares of common stock that he currently owns, allowing him to maintain majority control (subject to the prior conversion of other convertible securities. See the discussion of the Series A Convertible Preferred Stock below.

There are $724,900 of outstanding convertible promissory notes that convert into an aggregate of 274,981,820 common shares based on fixed conversion prices and discounts to market conversion prices pegged at a recent (11/14/18) market price of $.011 per share. Each note contains a provision stating that it would not be able to convert into more than ten percent (10%) of the Company’s outstanding shares.

Under Delaware law, our stockholders generally are not personally liable for our debts and obligations solely as a result of their status as stockholders.

Common Stock

All of the shares of our common stock offered hereby will be duly authorized, validly issued, fully paid and non-assessable and all of the shares of our common stock have equal rights as to earnings, assets, dividends and voting. Subject to the preferential rights of holders of any other class or series of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions on such shares if, as and when authorized by our board of directors out of funds legally available therefor. Shares of our common stock generally have no preemptive, appraisal, preferential exchange, conversion, sinking fund or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws, by contract or by the restrictions in our Articles of Incorporation. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after payment of or adequate provision for all of our known debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time, and our Articles of Incorporation restrictions on the transfer and ownership of our stock.

Except as may otherwise be specified in the terms of any class or series of our common stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as may be provided with respect to any other class or series of stock, the holders of shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors. Directors are elected by a plurality of all of the votes cast in the election of directors.

Under Delaware law, a Delaware corporation generally cannot dissolve, amend its Articles of Incorporation, merge, consolidate, sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least a majority of all of the votes entitled to be cast on the matter. Our Articles of Incorporation provides for approval of any of these matters by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on such matters. Delaware law also permits a Delaware corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to an entity if all of the equity interests of the entity are owned, directly or indirectly, by the corporation.  

Preferred Stock

Our Articles of Incorporation authorizes our board of directors to classify any unissued shares of preferred stock into one or more classes or series of preferred stock. Prior to the issuance of shares of each class or series, our board of directors is required by Delaware law and by our Articles of Incorporation to set, subject to the provisions of our Articles of Incorporation regarding the restrictions on ownership and transfer of our stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of each such class or series. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over shares of our common stock with respect to dividends or other distributions or rights upon liquidation or with other terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests. As of the date hereof, 22,950,000 shares of Series A Convertible Preferred Stock out of the authorized 50,000,000 shares of preferred stock are outstanding and we have no present plans to issue any additional shares of preferred stock. Holders of the Series A Convertible Preferred Stock have the same voting and liquidation rights as the common stock on an as-converted basis. Each share of Series A Convertible Preferred Stock is convertible into 25 shares of common stock.

Transfer Agent and Registrar

Our transfer agent and registrar for our shares of common stock is Pacific Stock Transfer. Its address is 4045 South Spencer Street, Las Vegas, NV 89119, and its telephone number is (702) 361-3033.

SHARES ELIGIBLE FOR FUTURE SALE

General

Upon completion of this offering, we will have outstanding 237,724,937 shares of our common stock. Of these shares, the 200,000,000 shares sold in this offering and 8,955,814 currently outstanding shares will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our Articles of Incorporation, except for any shares purchased in this offering by our “affiliates,” as that term is defined by Rule 144 under the Securities Act. The remaining 28,771,507 shares of common stock will be “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if the sale is registered under the Securities Act or qualifies for an exemption from registration, including an exemption under Rule 144, as described below.

Prior to this offering, there has been no active public market for our common stock. We can provide no assurance as to: (1) the likelihood that an active market for our shares of common stock will develop; (2) the liquidity of any such market; (3) the ability of the stockholders to sell the shares; or (4) the prices that stockholders may obtain for any of the shares. We cannot make any prediction as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock. See “Risk Factors—Risks Related to the Market for Our Common Stock”. For a description of certain restrictions on transfers of our shares of common stock held by our stockholders, see “Description of Capital Stock.” 

Rule 144

Rule 144(b)(1) provides a safe harbor pursuant to which certain persons may sell shares of our stock that constitute restricted securities without registration under the Securities Act. “Restricted securities” include, among other things, securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering. In general, the conditions that must be met for a person to sell shares of our stock pursuant to Rule 144(b)(1) are as follows: (1) the person selling the shares must not be an affiliate of ours at the time of the sale, and must not have been an affiliate of ours during the preceding three months, and (2) either (A) at least one year must have elapsed since the date of acquisition of the restricted securities from us or any of our affiliates or (B) if we satisfy the current public information requirements set forth in Rule 144, at least six months have elapsed since the date of acquisition of the restricted securities from us or any of our affiliates.

Rule 144(b)(2) provides a safe harbor pursuant to which persons who are affiliates of ours may sell shares of our stock, whether restricted securities or not, without registration under the Securities Act if certain conditions are met. In general, the conditions that must be met for a person who is an affiliate of ours (or has been within three months prior to the date of sale) to sell shares of our stock pursuant to Rule 144(b)(2) are as follows (1) at least twelve months must have elapsed since the date of acquisition of the shares of stock from us or any of our affiliates, (2) the seller must comply with volume limitations, manner of sale restrictions and notice requirements and (3) we must satisfy the current public information requirements set forth in Rule 144. In order to comply with the volume limitations, a seller may not sell, in any three month period, more than 1% of the shares of our common stock then outstanding as shown by the most recent report or statement published by us, which will equal approximately 4,843,091 shares immediately after this offering.

AVAILABLE INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the common stock offered hereby. This offering circular, which constitutes part of the offering statement, does not contain all of the information set forth in the offering statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our Company, please review the offering statement, including exhibits, schedules and reports filed as a part thereof. Statements in this offering circular as to the contents of any contract or other document filed as an exhibit to the offering statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the offering statement, each such statement being qualified in all respects by such reference.

A copy of the offering statement and the exhibits and schedules that were filed with the offering statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the offering statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.