File No. 024-______________

As filed with the Securities and Exchange Commission on November ___, 2021

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated November _____, 2021

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). 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 SEC 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.

OFFERING CIRCULAR

Emergent Health Corp. 

100,000,000 Shares of Common Stock

By this Offering Circular, Emergent Health Corp., a Wyoming corporation, is offering for sale a maximum of 100,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $._____[0.01-0.10] per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $100,000 of the Offered Shares is required in this offering; any additional purchase must be in an amount of at least $10,000. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments. Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares.

We estimate that this offering will commence on or around December 20, 2021; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See “Plan of Distribution”).

Our common stock is quoted in the over-the-counter under the symbol “EMGE” in the OTC Pink marketplace of OTC Link. On October 29, 2021, the closing price of our common stock was $0.0511 per share.

Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Preferred Stock, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The Series A Preferred Stock has the following voting rights: the holder(s) of the Series A Preferred Stock have the rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of (a) the total number of shares of common stock which are issued and outstanding at the time of voting plus (b) the number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that has voting rights. Two of our officers and directors, as the owners of all outstanding shares of the Series A Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).

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

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Shares.

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law Exemption” and “Offerings to Qualified Purchasers-Investor Suitability Standards” (page 4). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Offering Circular is ______, 2021.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OFFERING CIRCULAR SUMMARY

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Emergent Health Corp., a Wyoming corporation, including its wholly-owned subsidiaries: Emergent Medical Foods, Inc., a Wyoming corporation, and Emergent OTC Products, Inc., a Wyoming corporation.

Our Company

We were incorporated under the name Rolling Stone Retirement Community, Inc. on April 27, 2006, under the laws of the State of Nevada. Pursuant to an agreement dated January 18, 2007, John V. Cappello and Associates, Inc., a company controlled by John Cappello, our current President and one of our directors, purchased 95% of our outstanding common shares from the controlling shareholders. Upon purchase, Dr. Cappello became our sole officer and director and our business plan became the development and distribution of nutritional and dietary products developed by Dr. Cappello. On May 20, 2007, we amended our corporate charter to change our name from Rolling Stone Retirement Community, Inc. to Emergent Health Corp.

On November 2, 2021, our shareholders approved a 1-for-20 reverse split of our company’s common stock. We intend to make the required filing with FINRA necessary to effect such reverse split in the near future. There can be no assurance that such reverse split will be approved by FINRA.

We are a company engaged in the discovery, development and marketing of products designed to better mankind. We are intent on positioning our company as a leader in the field of Regenerative Medicine (defined by the National Institute of Health) using nutritionally designed products. We are focused on marketing licensed patent-pending natural stem cell mobilizing agents capable of enhancing each individual’s ability to mobilize his or her own adult stem cells from his or her own bone marrow. We are also licensed under a patent pending application to market a dual acting all natural diet aid designed to help control hunger through normal body signals to the brain and stomach. We do not claim any of our products diagnose, treat, cure or prevent any disease. (See “Business”).

Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

RISK FACTORS

An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See “Cautionary Statement Regarding Forward-Looking Statements”).

Risks Associated with the COVID-19 Pandemic

It is possible that the Coronavirus (“COVID-19”) pandemic could cause long-lasting stock market volatility and weakness, as well as long-lasting recessionary effects on the United States and/or global economies. Should the negative economic impact caused by the COVID-19 pandemic result in continuing long-term economic weakness in the United States and/or globally, our ability to expand our business would be severely negatively impacted. It is possible that our company would not be able to sustain during any such long-term economic weakness.

Risks Related to Our Company

We have incurred losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. We have incurred losses in prior periods. For the six months ended June 30, 2021, we incurred a net loss of $34,487 (unaudited) and, as of that date, we had an accumulated deficit of $956,850 (unaudited). For the year ended December 31, 2020, we incurred a net loss of $79,123 (unaudited) and, as of that date, we had an accumulated deficit of $922,363 (unaudited). For the year ended December 31, 2019, we incurred a net loss of $67,498 (unaudited) and, as of that date, we had an accumulated deficit of $843,238 (unaudited). Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

There is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.

We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our new business strategies. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.

We do not have a successful operating history. For the years ended December 31, 2019 and 2020, and the six months ended June 30, 2021, we generated a net loss from operations, which makes an investment in the Offered Shares speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of new business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:

There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.

We recently changed our marketing strategies; we may not be successful in establishing this new business model. We are unable to offer assurance that we will be successful in executing our newly established marketing strategies relating to our health products. Should we fail to do so, you can expect to lose your entire investment in the Offered Shares.

We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.

If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

We currently depend on the efforts of our executive officers; the loss of these executive officers could disrupt our operations and adversely affect the further development of our business. Our success in establishing implementing our newly established marketing strategies for our health products will depend, primarily, on the continued service of our President, Dr. John Cappello, and our Chief Executive Officer, Frank Magliochetti. The loss of service of either of Dr. Cappello or Mr. Magliochetti, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. While we have entered into employment agreements with Dr. Cappello and Mr. Magliochetti, we have not purchased any key-man life insurance.

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

Our newly implemented marketing strategies are not based on independent market studies. We have not commissioned any independent market studies with respect to the health supplement industry. Rather, our plans for implementing our aviation services and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in expanding sales of our health products.

Our Board of Directors may change our policies without shareholder 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 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 shareholders. Our Board of Directors 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 shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Business

We purchase 100% of our raw materials from one supplier and 84% of our finished goods from one supplier. During the year ended December 31, 2020, and the six months ended June 30, 2021, we purchased 95% of our raw materials from one supplier and 100% of our finished goods from one supplier. A shortage in the supply of key raw materials used in our products could increase our costs or adversely affect our sales and revenues. Our inability to obtain adequate supplies of raw materials in a timely manner or a material increase in the price of the raw materials used in our products could have a material adverse effect on our business, financial condition and results of operations.

If our products do not provide the healthful effects intended, our business may suffer. In general, our products contain food, vitamins, minerals and nutritional supplements which are classified in the United States as “dietary supplements” and do not currently require approval from the FDA or other regulatory agencies prior to sale. Many of our products contain innovative ingredients or combinations of ingredients. There is little long-term experience with human or other animal consumption of certain of these ingredients or combinations thereof in concentrated form. Our products could have certain side effects if not taken as directed or if taken by a consumer that has certain medical conditions. Furthermore, there can be no assurance that any of the products, even when used as directed, will have the effects intended or will not have harmful side effects.

Our newly implemented marketing strategies for our products may not be successful. We will be required to obtain a significantly greater number of customers for our health products, in order to increase sales. Should our newly implemented marketing strategies fail to increase sales of our health products, our operations will be adversely affected.

Our success will depend on external factors in the nutritional and dietary supplement industries. The success of our current and planned products is highly unpredictable and success depends on identifying and reaching ever evolving consumer tastes and desires. The commercial success of a nutritional supplement also depends upon:

The scientific support for our products is subject to uncertainty. Our research, scientific knowledge and clinical testing supporting the nutritional benefits of our products is an essential element of our ability to legally market our products. We believe that our own findings, the results of the third party studies performed and our research are sound and that we have a reasonable basis to rely on them in marketing our products. There is, however, the risk that new or undiscovered information may become available that may undermine or refute our scientific support. A reduction in the credibility of our scientific support for the nutritional benefits of our products could have a material adverse effect on our operations and financial conditions.

If our products do not achieve the expected results, we may face litigation from customers and government regulators. We cannot guarantee that all customers will benefit from the use of our products. However, if a large number of clients do not achieve quantifiable results from the use of our products, we may be subject to lawsuits or regulatory sanctions regarding the benefits of our products.

There is no third party oversight over the manufacturer of our products. Our products are manufactured in an FDA approved facility. While these facilities are inspected by the FDA, FDA inspections may not be conducted on a regular basis. As such, there can be no assurance that the FDA will identify any contaminants in our manufacturer. Further we do not have an independent third party to regularly inspect the facility nor does management regularly visit the facility to conduct a quality control review. As such, there is a risk that the quality of our products may decline, contaminants may exist in the manufacturing process. Should this happen, we may face litigation or an FDA investigation.

We may be exposed to material product liability claims, which could increase our costs and adversely affect our reputation and business. As a distributor of products intended for human consumption, we are subject to product liability claims if the use of our products for others is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as dietary and nutrition supplements and in most cases are not subject to pre-market regulatory approval in the United States or internationally. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur.

Our insurance coverage may not be sufficient to cover our legal claims or other losses that we may incur in the future. We maintain insurance in the amount of $1,000,000 from insurance carrier AIG for product liability to protect ourselves against potential loss exposures. There is no assurance that our insurance will be sufficient to cover any claims that are asserted against us. In the future, insurance coverage may not be available at adequate levels or on adequate terms to cover potential losses, including on terms that meet our customer’s requirements. If insurance coverage is inadequate or unavailable, we may face claims that exceed coverage limits or that are not covered, which could increase our costs and adversely affect our operating results.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand. We have invested resources to protect our brands and intellectual property rights. However, we may be unable or unwilling to strictly enforce our intellectual property rights, including our trademarks, from infringement. Our failure to enforce our intellectual property rights could diminish the value of our brands and product offerings and harm our business and future growth prospects.

We may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products. Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us or against our end customers or partners for which we may be liable.

As our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims. Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing products or performing certain services.

If we fail to develop our brand names cost-effectively, our business may be adversely affected. The success of our products marketed under our brand names is dependent upon the effectiveness of our marketing efforts. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building the brands. If we fail to successfully promote and maintain our brands, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

We are required to make quarterly royalty payments. We own the exclusive rights to distribute our products in the United States. We are required to make royalty payments on our Net Sales (gross sales less taxes and freight). If we fail to pay the required royalties or do not meet minimum sales and royalty payments, our licensor, who is our President, Dr. John Cappello, can terminate the license agreement. Any such action by Dr. Cappello would cause us to cease our business operations.

Sales of our each product must increase 15% per annum or we may lose the right to distribute that product. Sales of each of our products must increase 15% per annum. If product sales do not exceed 15% of the prior year’s sales, our licensor, who is our President, Dr. John Cappello, has the right to terminate the license as to that product or we may forfeit the exclusive right to market that product. To date, Dr. Cappello has not invoked his right in this regard, although there is in assurance that such will be the case in the future.

Adverse publicity or consumer perception of our products and any similar products distributed by others could harm our reputation and adversely affect our sales and revenues. We believe we are highly dependent upon positive consumer perceptions of the safety and quality of our products as well as similar products distributed by other nutrition supplement companies. Consumer perception of nutrition supplements and our products in particular can be substantially influenced by scientific research or findings, national media attention and other publicity about product use. Adverse publicity from these sources regarding the safety, quality or efficacy of nutritional supplements and our products could harm our reputation and results of operations. The mere publication of news articles or reports asserting that such products may be harmful or questioning their efficacy could have a material adverse effect on our business, financial condition and results of operations, regardless of whether such news articles or reports are scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.

We are in competition with companies that are larger, more established and better capitalized than are we. The nutritional and dietary supplement industries are highly competitive, rapidly evolving and subject to constant change. The number of competitors in both industries is virtually endless. We expect that if our products establish a market niche, competition will arise from a variety of sources, from large multinationals like GNC and Vitamin World, to the myriad of other smaller national and regional dietary and nutritional supplements.

Many of our potential competitors possess:

We face competition in the health food channel from a limited number of large nationally known companies, multi-level marketers, private label brands and many smaller distributors of dietary and nutrition supplements and in the mass-market distribution channel and others. Mass-market chains represent substantial sources of income for our competitors and the mass-market merchants often support their own labels at the expense of other brands. As such, the growth of our brands within food, drug, and general mass-market merchants is highly competitive and uncertain. If we cannot compete effectively, we may not be profitable.

We believe that existing industry competitors are likely to continue to expand their product offerings. Moreover, because there are few, if any, substantial barriers to entry, we expect that new competitors are likely to enter both markets. We cannot be certain that we will be able to compete successfully in this extremely competitive market.

If we are unable to develop and later market our products under development in a timely manner or at all, or if competitors develop or introduce similar products that achieve commercialization before our products enter the market, the demand for our products may decrease or the products could become obsolete. Our products will operate in competitive markets, where competitors may already be well established. We expect that competitors will continue to innovate and to develop and introduce similar products that could be competitive in both price and performance. Competitors may succeed in developing or introducing similar products earlier than, obtaining regulatory approvals and clearances for such products before our products are approved and cleared, or developing more effective products. In addition, competitors may have products, which may achieve commercialization before our products enter the market.

We may not be able to anticipate consumer preferences and trends within the diet and nutritional industry, which could negatively affect acceptance of our products by retailers and consumers and result in a significant decrease in our revenues. The products sold under our brand names must appeal to a broad range of consumers, whose preferences cannot be predicted with certainty and are subject to rapid change. Products sold under our brand names will need to successfully meet constantly changing consumer demands. If our products are not successfully received by distributors and consumers, our business, financial condition, results of operations and prospects may be harmed.

The purchase of our products is discretionary, and may be negatively impacted by adverse trends in the general economy which would make it more difficult for us to sell our products. Our business is affected by general economic conditions since our products are discretionary and we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending. These factors include economic conditions and perceptions of such conditions by consumers, employment rates, level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit. Consumer spending on our products may be adversely affected by changes in general economic conditions.

The success of our business depends on our ability to market and advertise our products effectively. Our ability to establish effective marketing and advertising campaigns is the key to our success. Our advertisements promote our corporate image, our dietary and nutritional products and the pricing of such products. If we are unable to increase awareness of our brands and our products, we may not be able to attract new distributors for our products. Our marketing activities may not be successful in promoting the products we sell or pricing strategies or in retaining and increasing our distributor base. We cannot assure you that our marketing programs will be adequate to support our future growth, which may result in a material adverse effect on our results of operations.

We face uncertainty and costly compliance with government regulations. The manufacturing, processing, formulating, packaging, labeling, distributing, selling and advertising of our products are subject to regulation by one or more federal agencies. The most active regulation has been administered by The Food and Drug Administration (hereinafter the “FDA”) which regulates our products pursuant to the Federal Food, Drug and Cosmetic Act (hereinafter the “FDCA”) and regulations promulgated thereunder. In particular, the FDA regulates the safety, manufacturing, labeling and distribution of dietary supplements, including vitamins, minerals and herbs, food additives, food supplements, over-the-counter drugs and prescription drugs, medical devices and cosmetics. In addition, the Federal Trade Commission (hereinafter the “FTC”) has overlapping jurisdiction with the FDA to regulate the labeling, promotion and advertising of dietary supplements, over the counter drugs, cosmetics and foods.

Compliance with applicable FDA and any state or local statute is critical. Although we believe that we will be in compliance with applicable statutes, there can be no assurance that, should the FDA amend its guidelines or impose more stringent interpretations of current laws or regulations, we would be able to comply with these new guidelines. We are unable to predict the nature of such future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business in the future. These regulations could, however, require the reformation of our products to meet new standards, market withdrawal or discontinuation of certain products not able to be reformulated.

Advertising of dietary supplement products is subject to regulation by the FTC under the Federal Trade Commission Act (hereinafter the “FTCA”). Section 5 of the FTCA prohibits unfair methods of competition and unfair or deceptive trade acts or practices in or affecting commerce. Section 12 of the FTCA provides that the dissemination or the causing to be disseminated of any false advertising pertaining to drugs or foods, which would include dietary supplements, is an unfair or deceptive act or practice. Under the FTC’s Substantiation Doctrine, an advertiser is required to have a “reasonable basis” for all objective product claims before the claims are made. Pursuant to this FTC requirement, we are required to have adequate substantiation of all material advertising claims made for its products. Failure to adequately substantiate claims may be considered either deceptive or unfair practices. In addition, we are subject to regulation by the U.S. Food and Drug Administration (FDA) and the U.S. Department of Agriculture (USDA), state and local authorities and foreign governmental agencies. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may negatively impact the marketing of our products, resulting in significant loss of sales revenues. Our failure to comply with these current and new regulations could lead to the imposition of significant penalties or claims, limit the production or marketing of any non-compliant products or advertising and could negatively impact our business.

Risks Related to Compliance and Regulation

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 directors 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 periodic reports we file with OTC Markets.

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2000 persons; or (2) 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 stock is 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 SEC a proxy statement and form of proxy complying with the proxy rules.

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.

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require 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 5% of the class.

There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Our holding company structure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of the Offered Shares

The outstanding shares of our Series A Preferred Stock preclude current and future owners of our common stock from influencing any corporate decision. Two of our officers and directors, Frank Magliochetti and Dr. John Cappello, own, in total, 100% of the outstanding shares of our Series A Preferred Stock. The Series A Preferred Stock has the following voting rights: the holder(s) of the Series A Preferred Stock have the rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of (a) the total number of shares of common stock which are issued and outstanding at the time of voting plus (b) the number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that has voting rights. Mr. Magliochetti and Dr. Cappello will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management”).

We are authorized, in the sole discretion of our Board of Directors, to issue shares of preferred stock that possess significant anti-dilution protection. We have a series of preferred stock, Series C Convertible Non-Voting Preferred Stock (the “Series C Preferred Stock”) (6,000,000 shares authorized), that provides significant anti-dilution protection to its holders. As of the date of this Offering Circular, we have issued a total of 3,000,000 shares of Series C Convertible Non-Voting Preferred Stock. (See “Security Ownership of Certain Beneficial Owners and Management”).

With respect to the Series C Preferred Stock, the holders of the Series C Preferred Stock shall have anti-dilution rights (the “Series C Anti-Dilution Rights”) during the two-year period after the Series C Preferred Stock shall have converted into shares our common stock at its then-effective conversion rate. The Series C Anti-Dilution Rights shall be pro-rata to the holder’s ownership of the Series C Preferred Stock. Our company agrees to assure that the holders of the Series C Preferred Stock shall have and maintain, at all times, full ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of our common stock and preferred stock from time to time, at the rate of 80%, calculated on a fully-diluted basis. In the event our company issues any shares of common stock, preferred stock or any security convertible into or exchangeable for our common stock or preferred stock to any person or entity, our company agrees to undertake all necessary measures as may be necessary or expedient to comply with its obligations with respect to the Series C Anti-Dilution Rights, including, without limitation, the amendment of our Articles of Incorporation to the extent necessary to provide for a sufficient number of shares of authorized common stock or preferred stock to be issued to the Series C Preferred Stockholders, so as to maintain in the Series C Preferred Stock holders a 80% interest in the common stock of our company, calculated on a fully-diluted basis.

The Series C Preferred Stock cannot be converted into shares of our common stock prior to January 1, 2024; on January 1, 2024 (the “Automatic Conversion Date”), all of the then-outstanding shares of Series C Preferred Stock automatically convert into shares of our common stock. A majority of holders of the Series C Preferred Stock may, in their discretion, agree to extend the Automatic Conversion Date. We are unable to predict the effect that any such conversion event would have on the market price of our common stock.

The effect of the Series C Anti-Dilution Rights is that, upon the Automatic Conversion Date, the then-holders of the Series C Preferred Stock, as a group, will be issued a number of shares of common stock equal to 80% of the issued and outstanding shares of our common stock.

There is no minimum offering and no person has committed to purchase any of the Offered Shares. We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Offered Shares or that we will sell enough of the Offered Shares necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the Offered Shares.

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

You may never realize any economic benefit from a purchase of Offered Shares. Because the market for our common stock is volatile, there is no assurance that you will ever realize any economic benefit from your purchase of Offered Shares.

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

Our shares of common stock are Penny Stock, which may impair 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, broker-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 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.

Our common stock is thinly traded and its market price may become highly volatile. There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

The terms of this offering were determined arbitrarily. The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be considered as an indication of any intrinsic value of such securities. (See “Dilution”).

Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock. One of our officers, Frank Magliochetti, holds, directly, 500,000 shares and, indirectly, 3,500,000 shares, of our restricted common stock. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering. If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. (See “Dilution”).

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

DILUTION

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

If you purchase Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offered Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of June 30, 2021, was $(286,823) (unaudited), or $(0.005) per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares outstanding.

The tables below illustrate the dilution to purchasers of Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Offered Shares are sold.

USE OF PROCEEDS

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares and assuming the payment of no sales commissions or finder’s fees. There is, of course, no guaranty that we will be successful in selling any of the Offered Shares in this offering.

The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares. All amounts set forth below are estimates.

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the health supplement industry, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

PLAN OF DISTRIBUTION

In General

Our company is offering a maximum of 100,000,000 Offered Shares on a best-efforts basis, at a fixed price of $.____[0.01-0.10] per Offered Share; any funds derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

There is no minimum number of Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with 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 funds will be returned, once an investor’s subscription agreement has been accepted by us.

We intend to sell the Offered Shares in this offering through the efforts of our President, Dr. John Cappello. Dr. Cappello will not receive any compensation for offering or selling the Offered Shares. We believe that Dr. Cappello is exempt from registration as a broker-dealers under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Dr. Cappello:

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8.0% of the gross offering proceeds from their sales of the Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8% on the sale of Offered Shares effected by the broker-dealer.

Procedures for Subscribing

If you are interested in subscribing for Offered Shares in this offering, please submit a request for information by e-mail to Dr. Cappello at: jvc689@ymail.com; all relevant information will be delivered to you by return e-mail.

Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are:

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

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

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on our company’s page on the SEC’s website: www.sec.gov.

An investor will become a shareholder of our company and the Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and we accept the investor as a shareholder.

By executing the subscription agreement and paying the total purchase price for the Offered Shares subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See State Qualification and Investor Suitability Standards below).

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially purchase at least $100,000 of the Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $10,000.

State Law Exemption and Offerings to Qualified Purchasers

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Shares in Colorado, Connecticut, Delaware, Georgia, Puerto Rico and New York. However, we may, at a later date, decide to sell Offered Shares in other states. In the case of each state in which we sell the Offered Shares, we will qualify the Offered Shares for sale with the applicable state securities regulatory body or we will sell the Offered Shares pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Shares to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Issuance of Certificates

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either issue such investor’s purchased Offered Shares in book-entry form or issue a certificate or certificates representing such investor’s purchased Offered Shares.

Transferability of the Offered Shares

The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will not give a complete understanding of our company, this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Shares.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of (a) 200,000,000 shares of common stock, $.001 par value per share; (b) 100 shares of Series A Preferred Stock, $.001 par value per share; (c) 25,000,000 shares of Series B Convertible Preferred Stock, $.001 par value per share; (d) 6,000,000 shares of Series C Convertible Non-Voting Preferred Stock, $.001 par value per share; and (e) 12,000,000 shares of Series D Convertible Preferred Stock, $.001 par value per share.

As of the date of this Offering Circular, there were (w) 58,351,111 shares of our common stock issued and outstanding held by 901 holders of record; (x) 100 shares of Series A Preferred Stock issued and outstanding held by two holders of record; (y) 25,000,000 shares of Series B Preferred Stock issued and outstanding held by five holders of record; and (z) 1,200,000 shares of Series C Preferred Stock issued and outstanding held by four holders of record.

Common Stock

The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Wyoming law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

On November 2, 2021, our shareholders approved a 1-for-20 reverse split of our company’s common stock. We intend to make the required filing with FINRA necessary to effect such reverse split in the near future. There can be no assurance that such reverse split will be approved by FINRA.

Series A Preferred Stock

Voting. The Series A Preferred Stock has the following voting rights: the holder(s) of the Series A Preferred Stock have the rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of (a) the total number of shares of common stock which are issued and outstanding at the time of voting plus (b) the number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that has voting rights.

All of the issued and outstanding shares of Series A Preferred Stock are owned by two of our officers and directors, Frank Magliochetti (66.67%) and Dr. John Cappello (33.33%). Mr. Magliochetti and Dr. Cappello, thus, control all corporate matters of our company. Further, should Mr. Magliochetti and Dr. Cappello fail to vote in the same manner on any matter, it is likely that Mr. Magliochetti’s vote will determine the outcome of such matter. (See “Security Ownership of Certain Beneficial Owners and Management and “Certain Transactions”).

Dividends. Holders of Series A Preferred Stock shall not be entitled to receive dividends paid on our common stock. Dividends paid to holders of the Series A Preferred Stock are at the discretion of our Board of Directors.

Liquidation Preference. In the event of liquidation, dissolution, or winding up of our company, either voluntary or involuntary, the holder(s) of the Series A Preferred Stock will be entitled to receive out of the assets of our company, prior and in preference to any distribution of the assets or surplus funds of our company to the holders of any other class of preferred stock or common stock, the amount of $100.00 per share, and will not be entitled to receive any portion of the remaining assets of our company, except by reason of ownership of shares of any other class of our company’s capital stock.

No Conversion. The shares of Series A Preferred Stock are not convertible into shares of our common stock.

Series B Convertible Preferred Stock

Voting. The Series B Convertible Preferred Stock (the “Series B Preferred Stock”) has no voting rights.

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

Liquidation Preference. Holder of Series B Preferred Stock shall not be entitled to any manner of liquidation preference payment, except that holders will be permitted to exercise immediately their rights of conversion (see below), in the event our company determines to liquidate or suffers liquidation by reason of any order by a court of competent jurisdiction.

Conversion. Each share of Series B Preferred Stock is convertible into one (1) share of our common stock at any time, at the option of the holder; provided, however, that no such conversion shall result in any converting holder’s owning, directly or indirectly, including by reason of ownership of any other class of convertible shares, more than 9.9% of our company’s common stock.

Series C Convertible Non-Voting Preferred Stock

Voting. The Series C Convertible Non-Voting Preferred Stock (the Series C Preferred Stock) has no voting rights.

Dividends. Series C Preferred Stock shall be treated pari passu with our common stock, except that the dividend on each shares of Series C Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of our common stock multiplied by the conversion rate (see below).

Liquidation Preference. Payments to holders of Series C Preferred Stock shall be treated pari passu with our common stock, except that the payment on each share of Series C Preferred Stock shall be equal to the amount of the payment on each share of our common stock multiplied by the conversion rate (see below).

Conversion.

Conversion Rate and Adjustments. Each share of Series C Preferred Stock is convertible into 100 shares of our common stock, subject to adjustment in the event of stock splits, combinations, mergers or reorganizations, at any time, at the option of the holder.

No-Conversion Period. No share of the Series C Preferred Stock can be converted into shares of our common stock prior to January 1, 2024.

Automatic Conversion. Each share of Series C Preferred Stock shall convert into shares of our common stock on January 1, 2024 (the Automatic Conversion Date), unless the Automatic Conversion Date is extended by a majority vote of the holders of the Series C Preferred Stock.

Anti-Dilution Provision. The holders of the Series C Preferred Stock shall have anti-dilution rights (the “Series C Anti-Dilution Rights”) during the two-year after the Series C Preferred Stock shall have converted into shares our common stock at its then-effective conversion rate. The Series C Anti-Dilution Rights shall be pro-rata to the holder’s ownership of the Series C Preferred Stock. Our company agrees to assure that the holders of the Series C Preferred Stock shall have and maintain, at all times, full ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of our common stock and preferred stock from time to time, at the rate of 80%, calculated on a fully-diluted basis. In the event our company issues any shares of common stock, preferred stock or any security convertible into or exchangeable for our common stock or preferred stock to any person or entity, our company agrees to undertake all necessary measures as may be necessary or expedient to comply with its obligations with respect to the Series C Anti-Dilution Rights, including, without limitation, the amendment of our Articles of Incorporation to the extent necessary to provide for a sufficient number of shares of authorized common stock or preferred stock to be issued to the Series C Preferred Stock holders, so as to maintain in the Series C Preferred Stock holders a 80% interest in the common stock of our company, calculated on a fully-diluted basis.

Series D Convertible Preferred Stock

Issuance Prohibition. In October 2021, our Board of Directors adopted resolutions by unanimous written consent that serve to prohibit the future issuance of any shares of our Series D Convertible Preferred Stock (the “Series D Preferred Stock”), unless certain conditions are satisfied, to wit: (a) any proposed issuee of shares of Series D Preferred Stock shall not be an affiliate of our company and (b) holders of 100% of our then-outstanding shares of common stock shall approve any such issuance of Series D Preferred Stock.

Voting. The Series D Preferred Stock shall vote on all matters as a class with the holders of our common stock and each share of the Series D Preferred Stock shall be entitled to the number of votes per share equal to the conversion rate (see below).

Dividends. Series D Preferred Stock shall be treated pari passu with our common stock, except that the dividend on each shares of Series D Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of our common stock multiplied by the conversion rate (see below).

Liquidation Preference. Payments to holders of Series D Preferred Stock shall be treated pari passu with our common stock, except that the payment on each share of Series D Preferred Stock shall be equal to the amount of the payment on each share of our common stock multiplied by the conversion rate (see below).

Conversion.

Conversion Rate and Adjustments. Each share of Series D Preferred Stock is convertible into 10 shares of our common stock, subject to adjustment in the event of stock splits, combinations, mergers or reorganizations, at any time, at the option of the holder.

No-Conversion Period. No share of the Series D Preferred Stock can be converted into shares of our common stock prior to January 1, 2023.

Automatic Conversion. Each share of Series D Preferred Stock shall convert into shares of our common stock on January 1, 2023 (the “Series D Automatic Conversion Date”), unless the Series D Automatic Conversion Date is extended by a majority vote of the holders of the Series D Preferred Stock.

Anti-Dilution Provision. The holders of the Series D Preferred Stock shall have anti-dilution rights (the “Series D Anti-Dilution Rights”) during the two-year after the Series D Preferred Stock shall have converted into shares our common stock at its then-effective conversion rate. The Series D Anti-Dilution Rights shall be pro-rata to the holder’s ownership of the Series D Preferred Stock. Our company agrees to assure that the holders of the Series D Preferred Stock shall have and maintain, at all times, full ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of our common stock and preferred stock from time to time, at the rate of 60%, calculated on a fully-diluted basis. In the event our company issues any shares of common stock, preferred stock or any security convertible into or exchangeable for our common stock or preferred stock to any person or entity, our company agrees to undertake all necessary measures as may be necessary or expedient to comply with its obligations with respect to the Series D Anti-Dilution Rights, including, without limitation, the amendment of our Articles of Incorporation to the extent necessary to provide for a sufficient number of shares of authorized common stock or preferred stock to be issued to the Series D Preferred Stock holders, so as to maintain in the Series D Preferred Stock holders a 60% interest in the common stock of our company, calculated on a fully-diluted basis.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. As of the date of this Offering Circular, our Chief Executive Officer, Frank Magliochetti, beneficially owns a total of 4,000,000 shares of our outstanding common stock.

In addition, all of the issued and outstanding shares of Series A Preferred Stock are owned by two of our officers and directors, Frank Magliochetti (66.67%) and Dr. John Cappello (33.33%). Mr. Magliochetti and Dr. Cappello, thus, control all corporate matters of our company. Further, should Mr. Magliochetti and Dr. Cappello fail to vote in the same manner on any matter, it is likely that Mr. Magliochetti’s vote will determine the outcome of such matter. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

Pre-emptive Rights

As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash diviends in the foreseeable future.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Wyoming law.

Transfer Agent

We have retained the services of Olde Monmouth Stock Transfer Co., Inc., 200 Memorial Parkway, Atlantic Heights, New Jersey 07716, as the transfer agent for our common stock. Olde Monmouth Stock Transfer’s website is located at: www.oldemonmouth.com. No information found on Olde Monmouth Stock Transfer’s website is part of this Offering Circular.

BUSINESS

Overview

We were incorporated under the name Rolling Stone Retirement Community, Inc. on April 27, 2006, under the laws of the State of Nevada. Pursuant to an agreement dated January 18, 2007, John V. Cappello and Associates, Inc., a company controlled by John Cappello, our current President and one of our directors, purchased 95% of our outstanding common shares from the controlling shareholders. Upon purchase, Dr. Cappello became our sole officer and director and our business plan became the development and distribution of nutritional and dietary products developed by Dr. Cappello. On May 20, 2007, we amended our corporate charter to change our name from Rolling Stone Retirement Community, Inc. to Emergent Health Corp.

On November 2, 2021, our shareholders approved a 1-for-20 reverse split of our company’s common stock. We intend to make the required filing with FINRA necessary to effect such reverse split in the near future. There can be no assurance that such reverse split will be approved by FINRA.

The address of our principal executive office is 20138 Valley Forge Circle, King of Prussia, Pennsylvania 19406. Our telephone number is 866-427-6143. Our website is located at www.emergenthealth.com. Information contained in, or accessible through, our website does not constitute part of this Offering Circular.

Overview

We are a company engaged in the discovery, development and marketing of products designed to better mankind. We are intent on positioning our company as a leader in the field of Regenerative Medicine (defined by the National Institute of Health) using nutritionally designed products. We are focused on marketing licensed patent-pending natural stem cell mobilizing agents capable of enhancing each individual’s ability to mobilize his or her own adult stem cells from his or her own bone marrow. We are also licensed under a patent pending application to market a dual acting all natural diet aid designed to help control hunger through normal body signals to the brain and stomach. We does not claim any of its products diagnose, treat, cure or prevent any disease.

Our Business

We distribute 12 nutritional and dietary products through an exclusive licensing agreements with Cappello’s, Inc., a firm owned by Dr. John Cappello, our current President and one of our directors. Each product we offer is based upon the research of Dr. Cappello. Our products are, and in the future will be, identified by Dr. Cappello based upon suggestions from our distributors, customers and from product and market research he conducts on an ongoing basis. Our products have not been confirmed in any respect by the U.S. Food and Drug Administration or any other governmental agency, and may not produce the results intended.

In 2014, we entered a licensing agreement with Cappello’s, Inc.. The License Agreement grants us the exclusive rights to market and sell each of the licensed products in the United States. The License Agreement shall continue up to the expiration of the last to expire of any patent rights granted under the License. In addition, we will have the exclusive rights in the United States to any other products developed by Dr. Cappello. Effective August 2021, payments made by us to Dr. Cappello under his employment agreement are deemed to satisfy all payment obligations under the Licence Agreement. (See “Certain Relationships and Related Transactions—Employment Agreements—Dr. John Cappello”).

Our Products

Our MultiStem contains all the major multi vitamins & minerals including vitamin D. We sell our MultiStem to distributors at the price of $29.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Our Hungarest® Diet & Energy Aid contains L-Phenylalanine, Phenylalanine and L-Tryptophan. It is designed to suppress the appetite, improve mood and increase energy. We sell Hungarest® Diet & Energy aid to distributors at the price of $29.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Vita-Stim Stem Cell Nutrition contains Anhydrous Trimethylglycine and is designed to stimulate adult stem cells and improve overall health and wellness. We sell our Vita-Stim Stem Cell Nutrition to distributors at the price of $39.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

NutraCan Nutritional Support is a powder that can be mixed with juice or food and contains our MultiStem product as well as provides ellagitannin support. We sell our NutraCan to distributors at $79.95 for a 370 gram container. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Three In One™ Miracle Serum™ contains methylsuflonylmethane (MSM) and is a serum applied externally with the object to provide immediate pain relief to sore joints and muscles, invigorate scalp and tone the face. We sell our Three In One™ Miracle Serum™ to distributors at the price of $19.95 for a 2 ounce bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Neuvitale™ contains Anhydrous Trimethylglycine and is a faster acting and more advanced form of our Vita-Stim product. We sell our Neuvitale™ to distributors at the price of $69.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Cardio Forte™ is a proprietary Arginine complex formulation designed to assist numerous body functions and as an overall health tonic. We sell our Cardio Forte™ to distributors at the price of $44.95 for a 450 gram bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Emergent 02™ Water Oxygenator is an oxygen additive to bottled water. The product is designed to hydrate cells and tissues and detoxify the body. We sell our Emergent 02™ Water Oxygenator to distributors at the price of $29.95 for a 2 ounce bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

NeuStem™ Cell Helper is designed to stimulate adult stem cells, promote the immune system and provide antioxidants and anti-inflammatory ingredients. We sell our NeuStem™ Cell Helper to distributors at the price of $39.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Infinity™ Anti-Aging & Body Repair Support contains curcumin, silymarin, resveratrol, astragalus polysaccharides, L-carnosine, trimethylglycine, and vitamin C and is designed to activate SIRT-1 anti-aging genes, fight free radicals, and protect from oxidative stress which can accelerate telomere shortening. We sell our Infinity™ Anti-Aging to distributors at the price of $79.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Infinity Plus™ Anti-Aging & Body Repair Support contains curcumin, silymarin, resveratrol, astragalus polysaccharides, L-carnosine, trimethylglycine, and vitamin C and is designed to activate SIRT-1 anti-aging genes, fight free radicals, and protect from oxidative stress which can accelerate telomere shortening. The Infinity Plus™ product adds a proven RNA/DNA source to the formulation. We sell our Infinity Plus™ Anti-Aging to distributors at the price of $79.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Veral™ – The Manly Aid contains calcium, zinc, muira puama, maca, nettle, longjack, gingko, chrysin, tribulus-terrestri and black pepper. It is a men’s sexual health product designed to help maintain healthy testosterone levels. We sell our Veral™ – The Manly Aid to distributors at the price of $49.95 for a 120 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Research and Development

All of our research to date has been done by Dr. John Cappello, our President. Dr Cappello is a chemist. He earned a bachelor’s degree in engineering from Philadelphia University, a Master’s Degree in Business Administration from Drexel University and a Doctor of Osteopathic Medicine Degree from Philadelphia College of Osteopathic Medicine.

Suppliers

During our years of operations, we have procured a significant percentage of finished products from a single supplier. We do not believe that the loss of this supplier would have a material adverse effect on our financial condition or results of operations, as there are other suppliers in the marketplace that would be a suitable alternative.

We outsource our warehouse and fulfillment costs using the Stephen Gould Corporation, a third-party provider. This arrangement is done under a month-to-month contract and requires a payment per order picked plus a monthly pallet storage fee.

Sources and Availability of Raw Materials

During our years of operations, we have received 100% of our raw materials from a single supplier. We pay for raw materials ordered within 30 days after order. The raw materials used by us are available from a variety of suppliers. We maintain a good relationship with our supplier and do not anticipate that it will terminate its relationship with us in the near term. In the event, we are unable to obtain any of our raw materials from our supplier, we believe that we could obtain alternative sources of any raw materials from other suppliers. We do not have contracts with our supplier and we order our raw materials on an as-needed basis. We have not experienced any material adverse effect on our business as a result of shortages of raw materials or packaging materials used in of our products. An unexpected interruption or a shortage in supply of raw materials could adversely affect our business derived from these products.

Manufacturing

Raw materials are delivered to Bactolac Pharmaceuticals, Inc. who completes the finished products and delivers the finished product to Stephen Gould Corporation for fulfillment.

We do not have a written agreement with our manufacturer. Bactolac Pharmaceuticals manufacturers our products on an as-needed basis. In the event that Bactolac Pharmaceuticals ceases to manufacture our products, we believe that we could obtain alternative manufacturers. We pay for product manufactured within thirty days after delivery of our product to Gould.

Marketing and Sales

Historically, our company marketed our line of products through a company-established multi-level marketing program. However, following the recent addition of Frank Magliochetti and Corain McGinn to our Board of Directors, our company has abandoned the multi-level marketing program in favor of a marketing program that is centered around social media and internet-based marketing efforts designed to drive traffic to our online store. We intend to apply funds from this offering to these marketing efforts. There is no assurance that such marketing efforts will yield greater sales of our health products. (See “Risk Factors” and “Use of Proceeds”).

Competition

The nutritional and dietary supplement industries are highly competitive, rapidly evolving and subject to constant change. The number of competitors in both industries is virtually endless. We expect that if our products establish a market niche, competition will arise from a variety of sources, from large multinationals like GNC and Vitamin World, to the myriad of other smaller national and regional dietary and nutritional supplements.

Many of our potential competitors possess:

We face competition in the health food channel from a limited number of large nationally known companies, multi-level marketers, private label brands and many smaller distributors of dietary and nutrition supplements and in the mass-market distribution channel and others. Mass-market chains represent substantial sources of income for our competitors and the mass-market merchants often support their own labels at the expense of other brands. As such, the growth of our brands within food, drug, and general mass-market merchants is highly competitive and uncertain. If we cannot compete effectively, we may not be profitable.

We believe that existing industry competitors are likely to continue to expand their product offerings. Moreover, because there are few, if any, substantial barriers to entry, we expect that new competitors are likely to enter both markets. We cannot be certain that we will be able to compete successfully in this extremely competitive market.

Backlog of Orders

We have no backlog of orders.

Seasonality

None of our products is affected by seasonal factors.

Sales and Returns

Our policy is to refund the amount of a purchase within thirty (30) days of the sale, if the customer is not satisfied with the product.

Litigation

We have no current, pending or threatened legal proceedings or administrative actions either by or against us that could have a material effect on our business, financial condition, or operations and any current, past or pending trading suspensions.

Facilities

We lease a small office in which we house our company’s principal business office. Our monthly rent for such space is $750.

Employees

We presently have one full-time employee, our President, Dr. John Cappello, and three part-time employees, including our Chief Executive Officer, Frank Magliochetti. We believe that we will be successful in attracting experienced and capable personnel in the future. We will add additional personnel as our needs dictate and funding permits. Our employees will be required to enter into agreements with us requiring them not to compete or disclose our proprietary information. Our employees are not represented by any labor union. We believe that relations with our employees are (and will continue to be) excellent.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF 

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates. To date, we do not believe that COVID-19 has had a material impact on our company’s operations, due to our company’s lack of operating capital during the last 18 months.

Results of Operations

Six Months Ended June 30, 2021 (“Interim 2021”) and 2020 (“Interim 2020”). During Interim 2021, our business operations generated $66,568 (unaudited) in revenues from sales of our products, with a cost of sales of $24,899 (unaudited), resulting in a gross profit of $41,670 (unaudited). During Interim 2020, our business operations generated $85,191 (unaudited) in revenues from product sales, with a cost of goods sold of $15,057 (unaudited), resulting in a gross profit of $70,134 (unaudited).

During Interim 2021, we incurred operating expenses of $76,322 (unaudited), which were comprised of $15,185 (unaudited) in sales commissions, $525 (unaudited) in research and development expenses, $10,755 (unaudited) in fulfillment expenses, $4,500 (unaudited) in rent expense, $6,920 (unaudited) in marketing expenses, $8,795 (unaudited) in website expenses, $10,000 (unaudited) in amortization expense and $19,643 (unaudited) in other general and administrative expense, resulting in a net loss of $(34,487) (unaudited).

During Interim 2020, we incurred operating expenses of $110,119 (unaudited), which were comprised of $19,916 (unaudited) in sales commissions, $1,492 (unaudited) in research and development expenses, $14,184 (unaudited) in fulfillment expenses, $5,255 (unaudited) in rent expense, $10,000 (unaudited) in amortization expense and $44,037 (unaudited) in other general and administrative expense, resulting in a net loss of $(48,412) (unaudited).

Should we obtain funds in this offering or otherwise, we expect that our revenues will increase from quarter to quarter, beginning with the first quarter of 2022. There is no assurance that such will be the case, however. We expect to incur operating losses through at least the second quarter of 2022.

Further, because of our current lack of growth capital and the uncertainty of our obtaining needed capital, we are unable to predict the levels of our future revenues.

Years Ended December 31, 2020 (“Fiscal 2020”) and 2019 (“Fiscal 2019”). During Fiscal 2020, our business operations generated $167,191 (unaudited) in revenues from sales of our products, with a cost of sales of $45,770 (unaudited), resulting in a gross profit of $121,421 (unaudited). During Fiscal 2019, our business operations generated $188,120 (unaudited) in revenues from sales of our products, with a cost of sales of $44,481 (unaudited), resulting in a gross profit of $138,654 (unaudited).

During Fiscal 2020, we incurred operating expenses of $207,223, which were comprised of $40,487 (unaudited) in sales commissions, $1,603 (unaudited) in research and development expenses, $28,982 (unaudited) in fulfillment expenses, $9,130 (unaudited) in rent expense, $23,448 (unaudited) in marketing expenses, $20,752 (unaudited) in website expenses, $20,000 (unaudited) in amortization expense and $56,759 (unaudited) in other general and administrative expense, resulting in a net loss of $(79,215) (unaudited).

During Fiscal 2019, we incurred operating expenses of $207,223, which were comprised of $44,481 (unaudited) in sales commissions, $9,659 (unaudited) in research and development expenses, $24,497 (unaudited) in fulfillment expenses, $9,804 (unaudited) in rent expense, $15,092 (unaudited) in marketing expenses, $10,000 (unaudited) in amortization expense and $93,690 (unaudited) in other general and administrative expense, resulting in a net loss of $(67,498) (unaudited).

Plan of Operation

We believe that the proceeds of this offering will satisfy our cash requirements for at least the next twelve months.

Line of Products. We believe that our line of products remain viable in the current marketplace for nutritional health supplements and that, by moving away from our prior multi-level marketing strategy, we will be better positioned to achieve sales growth.

New Marketing Strategy. Historically, our company implemented an internally-directed multi-level marketing strategy with respect to our line of nutritional health supplements. In conjunction with our additions to management in August 2021, our Board of Directors determined to abandoned our multi-level marketing strategy in favor of a marketing program that is centered around social media and internet-based marketing efforts designed to drive traffic to our online store.

Website Enhancement. Our management has determined that our website and attendant online store are not adequate in the current internet-heavy sales environment. Thus, in conjunction with our new marketing program, we intend to apply funds from this offering to the redesign and updating of our website and online store. It is believed that these enhancements will serve to facilitate a greater consumer experience, which is expected to lead to increased product sales.

Financial Condition, Liquidity and Capital Resources

June 30, 2021. At June 30, 2021, our company had $175,543 (unaudited) in cash and had working capital of $225,323 (unaudited), compared to $169,390 (unaudited) in cash and working capital of $249,976 (unaudited) at December 31, 2020.

Our company’s current cash position of approximately $140,000 is adequate for our company to maintain its present level of operations through at least the first quarter of 2022. However, we must obtain additional capital from third parties, including in this offering, to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

December 31, 2020. At December 31, 2020, our company had $169,390 (unaudited) in cash and working capital of $249,976 (unaudited), compared to $226,641 (unaudited) in cash and working capital of $308,716 (unaudited) at December 31, 2019.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.

Capital Expenditures

We made no capital expenditures during the year ended December 31, 2020, nor during the six months ended June 30, 2021. We do not anticipate making any such expenditures during the next twelve months.

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office. There exist no family relationships among our officers and directors.

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

Dr. John V. Cappello has served our company since 2014, first as Chief Executive Officer, Secretary and Sole Director, then, since August 2021, as President, Secretary and a Director. Dr. Cappello has over 40 years industrial and business experience. He has extensive background in corporate capacities with Rohm & Haas and PQ Industries. He has been active in all stages of product development as a synthesis chemist, applications chemistry, market development, and product management. In addition, he is highly experienced in Corporate Development (specializing in innovative products, including pharmaceutical, nutraceutical, and medical products. He also spearheaded Harbor Medical Centers and numerous other successful medical practices and related businesses. In addition, he was successfully involved in prior public company endeavors. He is dedicated to offering products to better the health and longevity of mankind.

He is Board Certified in Family Practice and a pioneer of Preventive Medicine in the State of Pennsylvania. In 1979 he wrote an article for Prevention Magazine about how he recovered from a heart attack at age 29 through natural methods he employs and teaches today. He practiced medicine for 20 years and retired from active practice in 2000 making a decision to further the research he had uncovered in practice and bring those discoveries to the world. He is the inventor of Emergent Health Vita-Stim Stem Cell Support, Hungarest Diet & Energy Aid, Neuvitale Life Support and developer of EmergentO2 Water Oxygenator, as well as numerous other products in the patent-pending stage.

Dr. Cappello earned a B.S. degree in Chemistry and Polymer Chemistry from Philadelphia University, now Thomas Jefferson University, Philadelphia, Pennsylvania, an MBA degree in Marketing and Finance from Drexel University, Philadelphia, Pennsylvania, and a Medical Degree from the Philadelphia College of Osteopathic Medicine, Philadelphia, Pennsylvania. Dr. Cappello has retired from the practice of medicine, but, during his career, he started the first preventative medicine practice, along with a family practice, in Allentown, Pennsylvania, and initiated, as medical director, two successful rural health care centers.

Frank Magliochetti has served as Chief Executive Officer and a Director of our company since August 2021. Mr. Magliochetti obtained a B.S. in Pharmacy from Northeastern University and entered the Masters of Toxicology program, where he worked on the effects of Valium and its metabolism while taking Tagamet for the condition of anxiety induced ulcers. He later received his MBA from The Sawyer School of Business at Suffolk University, specializing in corporate finance, completed the Advanced Management Program at Harvard Business School and the General Management Program at Stanford Business School. Mr. Magliochetti is currently finishing his PhD dissertation defense in Divinity from Northwestern Seminary.

Since December 2019, Mr. Magliochetti has served as Chairman of the Board, Chief Executive Officer and Chief Financial Officer of ClickStream Corporation, a public company (trading symbol: CLIS) engaged as a data analytics tool developer. Since August 2020, he has served as a director of Winners Inc., a public company (trading symbol: WNRS) engaged in handicapping sports events. From June 2019 to the present, Mr. Magliochetti has been Chairman and CEO of Designer Genomics International, Inc., a biotech company. From January 2019 to the present, he has been Chairman of Grace Health Technology Inc., a company offering enterprise solutions for the laboratory. From 2002 to the present, Frank has been the managing partner of Parcae Capital Corp, which provides advice on financial restructuring and interim management. From 2000 to the present, Mr. Magliochetti has been Chairman of Rehab Medical Holdings, an orthopedic medical device company.

Corain McGinn has served as a Director of our company since August 2021. For more than the last ten years, Mr. McGinn has engaged in the private practice of law with McGinn Law, PC, Braintree, Massachusetts, a firm specializing in business, tax and estate planning. Mr. McGinn earned a Bachelor of Laws (LL.B.) Joint Honors, Law & Accounting, from Queens University of Belfast, Belfast, Northern Ireland. Mr. McGinn also earned his Juris Doctor degree from Suffolk University and, from Boston University, Boston, Massachusetts, an MA-LL.M in Taxation. In addition, Mr. McGinn earned an MBA from Georgetown University, Washington, D.C. He is a member of the bar of the State of Massachusetts and the State of New York, and is a licensed real estate broker in the State of Massachusetts.

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our sole officer, his other business interests and his involvement in our company.

Corporate Governance

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

During the year ended December 31, 2020, our then Sole Director, did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on three occasions.

Independence of Board of Directors

None of our directors is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our President, Dr. John Cappello, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Dr. Cappello collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

EXECUTIVE COMPENSATION

In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

*This person did not become an officer and director of our company until August 2021.

Outstanding Option Awards

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

 * This person did not become an officer of our company until August 2021.

Employment Agreements

Dr. John Cappello. In August 2021, we entered into an employment agreement with our current President, Dr. John Cappello. The agreement has a term of three years and shall automatically renew for additional one-year periods, unless terminated by either our company or Dr. Cappello. Dr. Cappello is obligated to devote full time to our business. As a signing bonus, Dr. Cappello was issued 900,000 shares of our Series C Preferred Stock. (See Description of Securities—Series C Preferred Stock”). Dr. Cappello is paid a monthly salary of $10,000. Additionally, Dr. Cappello is to be paid a 2.5% commission on all sales of our products developed prior to or during the term of the agreement, and a 1.25% commission on such sales in perpetuity thereafter. Dr. Cappello is entitled to health, dental, vision and other benefits offered by us. The agreement with Dr. Cappello is terminable at any time by us or by Dr. Cappello, for any reason or no reason.

Frank Magliochetti. In August 2021, we entered into an employment agreement with our current Chief Executive Officer, Frank Magliochetti. The agreement has a term of three years and shall automatically renew for additional one-year periods, unless terminated by either our company or Mr. Magliochetti. Mr. Magliochetti is obligated to devote full time to our business. As a signing bonus, Mr. Magliochetti was issued 900,000 shares of our Series C Preferred Stock. (See Description of Securities—Series C Preferred Stock”). Mr. Magliochetti is currently paid a monthly salary of $10,000, which will increase to $15,000 upon our obtaining at least $1,000,000 in proceeds under this offering. Additionally, Mr. Magliochetti is to be paid a 10% commission on all sales of our products that are in excess of our current levels. Mr. Magliochetti is entitled to health, dental, vision and other benefits offered by us. The agreement with Mr. Magliochetti is terminable at any time by us or by Mr. Magliochetti, for any reason or no reason.

Outstanding Equity Awards

During the years ended December 31, 2020 and 2019, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Director Compensation

Two of our directors, Dr. John Cappello and Frank Magliochetti, receive no compensation for their serving as directors. Our other director, Corain McGinn, is paid $2,000 per month for his services as a director of our company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants, if any, held by that person are deemed to be outstanding if the warrants are exercisable within 60 days of the date hereof..

Series A Preferred Stock

Currently, there are 100 shares of our Series A Preferred Stock issued and outstanding, all of which are owned by Dr. John Cappello, our current President and one of our directors, and, through his ownership thereof, controls all corporate matters of our company.

The Series A Preferred Stock has the following voting rights: the holder(s) of the Series A Preferred Stock have the rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of (a) the total number of shares of common stock which are issued and outstanding at the time of voting plus (b) the number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that has voting rights. Dr. Cappello, as the owner of all outstanding shares of the Series A Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares” and “Description of Securities—Series A Preferred Stock”).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

Dr. John Cappello. In August 2021, we entered into an employment agreement with our current President, Dr. John Cappello. The agreement has a term of three years and shall automatically renew for additional one-year periods, unless terminated by either our company or Dr. Cappello. Dr. Cappello is obligated to devote full time to our business. As a signing bonus, Dr. Cappello was issued 900,000 shares of our Series C Preferred Stock, which shares were valued at $900, in the aggregate. (See Description of Securities—Series C Convertible Non-Voting Preferred Stock”). Dr. Cappello is paid a monthly salary of $10,000. Additionally, Dr. Cappello is to be paid a 2.5% commission on all sales of our products developed prior to or during the term of the agreement, and a 1.25% commission on such sales in perpetuity thereafter. Dr. Cappello is entitled to health, dental, vision and other benefits offered by us. The agreement with Dr. Cappello is terminable at any time by us or by Dr. Cappello, for any reason or no reason. In November 2021, and with reference to our employment agreement with Dr. Cappello, we amended the license agreement between our company and Cappello’s, Inc., a company owned by Dr. Cappello, which license agreement governs our rights with respect to all of our current products. By the amendment to the license agreement, all payment obligations of our company under the original license agreement are now deemed to have been satisfied by our making the payments due to Dr. Cappello under his employment agreement.

Frank Magliochetti. In August 2021, we entered into an employment agreement with our current Chief Executive Officer, Frank Magliochetti. The agreement has a term of three years and shall automatically renew for additional one-year periods, unless terminated by either our company or Mr. Magliochetti. Mr. Magliochetti is obligated to devote full time to our business. As a signing bonus, Mr. Magliochetti was issued 900,000 shares of our Series C Preferred Stock, which shares were valued at $900, in the aggregate. (See Description of Securities—Series C Convertible Non-Voting Preferred Stock”). Mr. Magliochetti is currently paid a monthly salary of $10,000, which will increase to $15,000 upon our obtaining at least $1,000,000 in proceeds under this offering. Additionally, Mr. Magliochetti is to be paid a 10% commission on all sales of our products that are in excess of our current levels. Mr. Magliochetti is entitled to health, dental, vision and other benefits offered by us. The agreement with Mr. Magliochetti is terminable at any time by us or by Mr. Magliochetti, for any reason or no reason.

Director Agreement

In August 2021, we entered into a director agreement with one of our directors, Corain McGinn. Under this agreement, we pay Mr. McGinn $2,000 per month for his services as a director of our company. In addition, we have agreed to indemnify Mr. McGinn against expenses and damages in connection with claims against him relating to his service to our company to the fullest extent permitted by our Articles of Incorporation and Bylaws (as such documents may be amended from time to time), Wyoming Law and other applicable law (including, but not limited to, reasonable attorneys’ and paralegals’ fees through any and all negotiations, and trial and appellate levels),

except for any loss or liability incurred in connection with the fraud, willful and wanton misconduct or gross negligence of Mr. McGinn.

Consulting Agreements

Cimarron Capital, Inc. In August 2021, we entered into a consulting agreement with Cimarron Capital, Inc. The term of the agreement is three years and shall automatically renew for an additional one-year period, unless terminated by either our company or Cimarron Capital. In consideration of Cimarron Capital’s providing strategic and business development ideas, we issued 300,000 shares of our Series C Preferred Stock to Cimarron Capital as a signing bonus, which shares were valued at $300, in the aggregate. In addition, we are obligated to pay Cimarron Capital a monthly fee of $5,000.

Leonard Tucker, LLC. In August 2021, we entered into a consulting agreement with Leonard Tucker, LLC. The term of the agreement is three years and shall automatically renew for an additional one-year period, unless terminated by either our company or Leonard Tucker, LLC. In consideration of Leonard Tucker, LLC’s providing strategic and business development ideas, we issued 900,000 shares of our Series C Preferred Stock to Leonard Tucker, LLC as a signing bonus, which shares were valued at $900, in the aggregate. In addition, we are obligated to pay Leonard Tucker, LLC$10,000 per month commencing upon our receipt of a minimum of $250,000 in net proceeds from Original Issue Discount Promissory Notes, increasing to $15,000 per month upon our obtaining $1,000,000 in net proceeds from this offering. Additionally, in the event Leonard Tucker, LLC generates business for our company, then, on any sales resulting therefrom, Leonard Tucker, LLC shall be entitled to commissions equal to 10% of the net proceeds received by us therefrom.

LEGAL MATTERS

Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC, Flower Mound, Texas. Newlan Law Firm, PLLC owns no securities of our company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.