SEC File No. 024-11707

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 1-A/A,

Amendment No. 1

Dated: November 30, 2021

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

XCPCNL Business Services Corporation
(Exact name of issuer as specified in its charter)

Delaware
(State of other jurisdiction of incorporation or organization)

4125 Clemmons Rd. Suite 289

Clemmons, NC 27012

336-473-1366
(Address, including zip code, and telephone number,
including area code of issuer's principal executive office)

Jeff Turner
897 W Baxter Dr.

South Jordan, UT 84095

801-810-4465
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

This Offering Circular is following the Offering Circular format described in Part II (a)(1)(ii) of Form 1-A.

PART II – PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER I

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

PRELIMINARY OFFERING CIRCULAR

Dated: November 30, 2021

Subject to Completion

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

XCPCNL BUSINESS SERVICES CORPORATION

4125 Clemmons Rd., Suite 289

Clemmons, NC 27012

336-473-1366

200,000,000 Shares of Common Stock

at a price range of $0.005-$0.10 per Share

Minimum Investment:  $250

Maximum Offering: $20,000,000

See The Offering - Page 9 and Securities Being Offered - Page 26 For Further Details. None of the Securities Offered Are Being Sold By Present Security Holders. This Offering Will Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 365 days from the date of qualification by the Securities And Exchange Commission, Unless Extended or Terminated Earlier By The Issuer

PLEASE REVIEW ALL RISK FACTORS ON PAGES 10 THROUGH PAGE 14 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.

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

Because these securities are being offered on a "best efforts" basis, the following disclosures are hereby made:

(1) The Company shall pay no commissions to underwriters for the sale of securities under this Offering.

(2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $25,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, administrative services other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares. This amount represents the proceeds of the offering to the Company, which will be used as set out in "USE OF PROCEEDS TO ISSUER."

(3) There are no finder's fees or other fees being paid to third parties from the proceeds. See 'PLAN OF DISTRIBUTION.'

This Offering (the "Offering") consists of Common Stock (the "Shares" or individually, each a "Share") that is being offered on a "best efforts" basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by XCPCNL Business Services Corporation, a Delaware Corporation (the "Company"). There are 200,000,000 Shares being offered at a price range of $0.005-$0.10 per Share with a minimum purchase of $250.00 per investor. We may waive the minimum purchase requirement on a case-by-case basis in our sole discretion. The Shares are being offered only by the Company on a best efforts basis to an unlimited number of accredited investors and to an unlimited number non-accredited investors subject to the limitations of Regulation A. Under Rule 251(d)(2)(i)(C) of Regulation of Regulation A+, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth). The maximum aggregate amount of the Shares offered is $20,000,000. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close.

Our Common Stock is currently quoted on the OTC Pink tier of the OTC Markets Group under the symbol "XCPL". On November 29, 2021, the last reported sale price of our common stock was $0.08055.

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier I offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the Company's CEO. Pending each closing, payments for the Shares will be paid directly to the Company. Funds will be immediately transferred to the Company where they will be available for use in the operations of the Company's business in a manner consistent with the "USE OF PROCEEDS TO ISSUER" in this Offering Circular.

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

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

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV (WHICH IS NOT INCORPORATED BY REFERENCE INTO THIS OFFERING CIRCULAR).

This Offering is inherently risky. See “Risk Factors” beginning on page 10.

Sales of these securities will commence within three calendar days of the qualification date and the filing of a Form 253(g)(2) Offering Circular AND it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

The Company is following the “Offering Circular” format of disclosure under Regulation A.

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

NASAA UNIFORM LEGEND

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

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

NOTICE TO FOREIGN INVESTORS

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

PATRIOT ACT RIDER

The Investor hereby represents and warrants that Investor is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Investor has complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering , including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

NO DISQUALIFICATION EVENT (“BAD BOY” DECLARATION)

NONE OF THE COMPANY, ANY OF ITS PREDECESSORS, ANY AFFILIATED ISSUER, ANY DIRECTOR, EXECUTIVE OFFICER, OTHER OFFICER OF THE COMPANY PARTICIPATING IN THE OFFERING CONTEMPLATED HEREBY, ANY BENEFICIAL OWNER OF 20% OR MORE OF THE COMPANY'S OUTSTANDING VOTING EQUITY SECURITIES, CALCULATED ON THE BASIS OF VOTING POWER, NOR ANY PROMOTER (AS THAT TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT OF 1933) CONNECTED WITH THE COMPANY IN ANY CAPACITY AT THE TIME OF SALE (EACH, AN “ISSUER COVERED PERSON”) IS SUBJECT TO ANY OF THE “BAD ACTOR” DISQUALIFICATIONS DESCRIBED IN RULE 506(D)(1)(I) TO (VIII) UNDER THE SECURITIES ACT OF 1933 (A “DISQUALIFICATION EVENT”), EXCEPT FOR A DISQUALIFICATION EVENT COVERED BY RULE 506(D)(2) OR (D)(3) UNDER THE SECURITIES ACT. THE COMPANY HAS EXERCISED REASONABLE CARE TO DETERMINE WHETHER ANY ISSUER COVERED PERSON IS SUBJECT TO A DISQUALIFICATION EVENT.

Continuous Offering; Bona Fide Estimate of Offering Price

Under Rule 251(d)(3) to Regulation A, the following types of continuous or delayed Offerings are permitted, among others: (1) securities offered or sold by or on behalf of a person other than the issuer or its subsidiary or a person of which the issuer is a subsidiary; (2) securities issued upon conversion of other outstanding securities; or (3) securities that are part of an Offering which commences within two calendar days after the qualification date. These may be offered on a continuous basis and may continue to be offered for a period in excess of 30 days from the date of initial qualification. They may be offered in an amount that, at the time the Offering statement is qualified, is reasonably expected to be offered and sold within one year from the initial qualification date. No securities will be offered or sold “at the market.” The Shares will be sold at a fixed price to be determined after qualification. We have provided a bona fide estimate of the price range of the Offering, pursuant to Rule 253(b)(2). The Offering Price will be filed by the Company via an offering circular supplement pursuant to Rule 253(c). The supplement will not, in the aggregate, represent any change from the maximum aggregate Offering price calculable using the information in the qualified Offering statement. This information will be filed no later than two business days following the earlier of the date of determination of such pricing information or the date of first use of the Offering Circular after qualification.

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

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

Forward Looking Statement Disclosure

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

About This Form 1-A and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. We are offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.

TABLE OF CONTENTS

OFFERING CIRCULAR SUMMARY, PERKS AND RISK FACTORS

OFFERING CIRCULAR SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular.

Business Overview

XCPCNL Business Services Corporation, is a Delaware corporation that operates through it's wholly-owned subsidiary, XCPCNL Business Corp. The Company helps consumer retail tell their story with our professional suite of marketing and sale-enablement services consisting of instore product demos, field services, inbound and outbound call centers, and digital product development and customer experience management. We serve a variety of clients, including big box retailers, fast moving CPGs (Consumer Packaged Goods), and Government and Fortune 2000 businesses leveraging our shared services capabilities. For further information regarding the Company and our plan of operation, see the section entitled “Description of Business” beginning on page 20 of this Offering Circular.

Investment Analysis

There is no assurance XCPCNL Business Services Corporation will be profitable, or that management's opinion of the Company's future prospects will not be outweighed by the unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

RISK FACTORS

The purchase of the Company's Common Stock involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company's business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

The discussions and information in this Offering Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company's business, please be advised that the Company's actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company's current expectations.

Before investing, you should carefully read and carefully consider the following risk factors:

Risks Relating to the Company and Its Business

The Company is dependent upon its management, key personnel, and consultants to execute its business plan.

The Company's success is heavily dependent upon the continued active participation of the Company's current Leadership Team, led by Timothy Matthews and Terry Pratt. Loss of these individuals could have a material adverse effect upon the Company's business, financial condition, or results of operations. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the consumer retail and marketing sectors, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of the Company's activities, could have a materially adverse effect on its ability to operate. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition, or results of operations.

The Company is subject to income taxes as well as non-income based taxes such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which a determination is made.

The Company is not subject to Sarbanes-Oxley regulations and lacks the financial controls and safeguards required of public companies.

The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

The Company's bank accounts will not be fully insured.

The Company's regular bank accounts have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any of the Company's banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

The Company has incurred debt and may incur future debt.

The Company has incurred debt in the past and may incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

If we are unable to effectively protect our intellectual property, we may lose our ability to operate our business and compete in this industry.

Our success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company's financial results as well as your investment.

A breakdown of computer/information systems or the Company’s website could affect the Company’s ability to conduct business.

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company's ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's financial results as well as your investment.

Changes in the economy could have a detrimental impact on the Company.

Changes in the general economic climate could have a detrimental impact on consumer expenditure and, therefore, on the Company's revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect customers' confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company's financial results and on your investment.

Our operating plan relies in large part on assumptions and analysis developed by the Company. If these assumptions prove to be incorrect, the Company’s actual operating results may be materially different from our forecasted results.

Whether actual operating results and business developments will be consistent with the Company's expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company's control, including, but not limited to:

Unfavorable changes in any of these or other factors, most of which are beyond the Company's control, could materially and adversely affect its business, results of operations and financial condition.

The Company has recently experienced operating losses and may not be profitable for the foreseeable future. The Company cannot accurately predict when it might become profitable.

The Company experienced a significant loss of business directly linked to the COVID-19 pandemic. As a result, the Company has recently experienced operating losses and may not be able to generate significant revenues in the future. In addition, the Company expects to continue incur substantial operating expenses in order to fund the restructuring of the Company's business. As a result, the Company expects to continue to experience substantial negative cash flow for the foreseeable future and cannot predict when, or even if, the Company might become profitable.

Limitation on director liability.

The Company may provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

COVID-19 has had a detrimental impact on our business and financial results, and such impact could continue and may worsen for an unknown period of time.

COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation; limitations on the size of in-person gatherings; closures of, or occupancy or other operating limitations on, work facilities, lodging facilities, food and beverage establishments, schools, public buildings and businesses; cancellation of events, including sporting events, conferences and meetings; and quarantines and lock-downs. COVID-19 and its consequences have dramatically reduced travel and demand for hotel rooms, which has and will continue to impact our business, operations, and financial results. Because a significant portion of our business is tied to the hospitality industry, the extent to which COVID-19 impacts our business, operations, and financial results will depend on the factors described above and numerous other evolving factors that we may not be able to accurately predict or assess, including the duration and scope of COVID-19; the availability and distribution of effective vaccines or treatments; COVID-19’s impact on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; and how quickly economies, travel activity, and demand for lodging recovers after the pandemic subsides.

Risks Relating to This Offering and Investment

The Company may undertake additional equity or debt financing that may dilute the Shares in this Offering.

The Company may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.

An investment in the Shares is speculative and there can be no assurance of any return on such investment.

An investment in the Company's Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Form 1-A, Offering Circular, and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

The Shares are offered on a “best efforts” basis and the Company may not raise the maximum amount being offered.

Since the Company is offering the Shares on a "best efforts" basis, there is no assurance that the Company will sell enough Shares to meet its capital needs. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raise enough money to satisfy the full Use Of Proceeds To Issuer which the Company has outlined in this Offering Circular or to meet the Company's working capital needs. If the maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will further dilute those investors participating in this Offering.

We have not paid dividends in the past and do not anticipate paying them in the future. You return on investment, if any, will be limited to the market value of the Shares you purchase.

We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the future. Since we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur if the market value of the Shares appreciates beyond your purchase price. While the Company may choose to pay dividends at some point in the future to its shareholders, there can be no assurance that cash flow and profits will allow such distributions to ever be made.

The Company may not be able to obtain additional financing.

Even if the Company is successful in selling the maximum number of Shares in the Offering, the Company may require additional funds to continue and grow its business. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company to delay its plans for growth and implementation of its strategy which could seriously harm its business, financial condition and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to the Company's current shareholders and to you if you invest in this Offering.

The offering price has been arbitrarily determined.

The offering price of the Shares has been arbitrarily established by the Company based upon its present and anticipated financing needs and bears no relationship to the Company's present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.

The management of the Company has broad discretion in application and use of Offering proceeds.

The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this Offering in order to address changed circumstances and opportunities. As such, the success of the Company will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds of the Offering.

An investment in the Company Shares could result in a loss of your entire investment.

An investment in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

Sales of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

If our shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that we deem reasonable or appropriate.

The Shares in this Offering have no protective provisions.

The Shares in this Offering have no protective provisions. As such, you will not be afforded protection by any provision of the Shares or as a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. If there is a 'liquidation event' or 'change of control' the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction.

You will not have significant influence on the management of the Company.

Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.

Our subscription agreement identifies the State of Delaware for purposes of governing law.

The Company’s Subscription Agreement for shares issued under this Regulation A offering contains a choice of law provision stating, “all questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this [Subscription] Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.” As such, excepting matters arising under federal securities laws, any disputes arising between the Company and shareholders acquiring shares under this Offering shall be determined in accordance with the laws of the state of Delaware. Furthermore, the Subscription Agreement establishes the state and federal courts located in the city of Cheyenne, Delaware as having jurisdiction over matters arising between the Company and shareholders.

These provisions may discourage shareholder lawsuits or limit shareholders’ ability to obtain a favorable judicial forum disputes with the company and its directors, officers or other employees.

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.

DETERMINATION OF OFFERING PRICE

This Offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to the market. The Offering Price has been arbitrarily determined and is not meant to reflect a valuation of the Company.

DILUTION

The term 'dilution' refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 70.7% of the total Shares of stock of the Company. The Company anticipates that subsequent to this Offering the Company may require additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company.

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

Our historical net tangible book value as of June 30, 2021 was $(33,617). Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

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

There is no material disparity between the price of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire.

PLAN OF DISTRIBUTION

We are offering a Maximum Offering of up to $20,000,000 in Shares of our Common Stock. The offering is being conducted on a best-efforts basis without any minimum number of shares or amount of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. The Company will not initially sell the Shares through commissioned broker-dealers, but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A to describe the arrangement. Subscribers have no right to a return of their funds. The Company may terminate the offering at any time for any reason at its sole discretion, and may extend the Offering past the termination date of 365 days from the date of qualification by the Commission in the absolutely discretion of the Company and in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in this Offering are being sold by existing securities holders.

After the Offering Statement has been qualified by the Securities and Exchange Commission (the "SEC"), the Company will accept tenders of funds to purchase the Shares. No escrow agent is involved and the Company will receive the proceeds directly from any subscription. You will be required to complete a subscription agreement in order to invest.

All subscription agreements and checks received by the Company for the purchase of shares are irrevocable until accepted or rejected by the Company and should be delivered to the Company as provided in the subscription agreement. A subscription agreement executed by a subscriber is not binding on the Company until it is accepted on our behalf by the Company’s Chief Executive Officer or by specific resolution of our board of directors. Any subscription not accepted within 30 days will be automatically deemed rejected. Once accepted, the Company will deliver a stock certificate to a purchaser within five days from request by the purchaser; otherwise, purchasers’ shares will be noted and held on the book records of the Company.

At this time no broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority ("FINRA"), is being engaged as an underwriter or for any other purpose in connection with this Offering. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of Regulation A of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check or wire transfer, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

If you decide to subscribe for any Common Stock in this Offering, you must deliver a funds for acceptance or rejection. The minimum investment amount for a single investor is a principal amount of $250. All subscription checks should be sent to the following address:

XCPCNL Business Services Corporation

4182 Clemmons Rd

Suite 289

Clemmons, NC 27012

In such case, subscription checks should be made payable to XCPCNL Business Services Corporation. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor. The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

This is an offering made under "Tier 1" of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification. Therefore, the shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.

Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in the Company. Transferees of the shares will be required to meet the above suitability standards.

The shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of "specially designated nationals" or "blocked persons" maintained by the U.S. Office of Foreign Assets Control ("OFAC") at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A "Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

The sale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized. 

OTC Markets Considerations

The OTC Markets is separate and distinct from the New York Stock Exchange and Nasdaq stock market or other national exchange. Neither the New York Stock Exchange nor Nasdaq has a business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to New York Stock Exchange and Nasdaq-listed securities, do not apply to securities quoted on the OTC Markets.

Although other national stock markets have rigorous listing standards to ensure the high quality of their issuers and can delist issuers for not meeting those standards; the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files.

Investors may have greater difficulty in getting orders filled than if we were on Nasdaq or other exchanges. Trading activity in general is not conducted as efficiently and effectively on OTC Markets as with exchange-listed securities. Also, because OTC Markets stocks are usually not followed by analysts, there may be lower trading volume than New York Stock Exchange and Nasdaq-listed securities.

USE OF PROCEEDS TO ISSUER

The Use of Proceeds is an estimate based on the Company's current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and we will have broad discretion in doing so.

The maximum gross proceeds from the sale of the Shares in this Offering are $20,000,000. The net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $19,975,000 after the payment of offering costs such as printing, mailing, marketing, legal and accounting costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use substantially all of the net proceeds for general working capital, repayment of outstanding debt obligations, and acquisitions. At present, management's best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company's management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company's management at all times.

A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.

As indicated in the table above, if we sell only 75%, or 50%, or 25% or 10% of the shares offered for sale in this Offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.

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

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

The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. No assurances can be provided that any milestone represented herein will be achieved. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total Offering amount, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the Offering as unanticipated events or opportunities arise. Additionally, the Company may from time to time need to raise more capital to address future needs.

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

DESCRIPTION OF BUSINESS

Company Overview and Corporate History

The Company was incorporated in the State of Delaware on May 27, 2005 as Vital Products, Inc. From inception until May 2017, the Company was engaged in various business operations in the infant care market, the distribution of industrial packaging products, and the sale and distribution of consumable printer supplies.

On May 23, 2017, the Company completed a share exchange agreement (the "Merger") with Combined USA Corporation dba XCPCNL Business Corp (XCPCNL) whereby 100% of the issued and outstanding shares of common stock of XCPCNL were exchanged for 20,500,000 shares of common stock and 1,625 of Series A preferred stock of the Company. As a result of this transaction, XCPCNL merged with and into the Company and now represents all the Company's commercial operations. Post-transaction, the exchanging XCPCNL Shareholders controlled approximately 99% of the issued and outstanding common stock of the Company. The Share Exchange effected a change in control and was accounted for as a "reverse acquisition" whereby XCPCNL is the accounting acquiror for financial statement purposes. Accordingly, for all periods subsequent to the May 23, 2017 transaction date, the financial statements of the Company reflect the historical financial statements of XCPCNL since its inception and any operations of the Company subsequent to the Merger.

On July 12, 2017, the Company changed its name to XCPCNL Business Services Corporation.

The Company's business lines included:

On November 20, 2020, the Company's former Chairman, President, Chief Executive Officer, Chief Financial Officer, and largest shareholder through the 1721 Belvedere Trust, Mr. Irving Boyes, died from complications of COVID-19. These positions were assumed by Gregory Boyes, Irving Boyes' son and a 60% beneficiary of the 1721 Belvedere Trust. In May and June 2021, the Board of Directors, upon the evaluation and advise of Company management, began a process to streamline and restructure the Company's operations, including discontinuing certain business operations related to employee staffing/leasing due to the significant loss of business directly linked to the COVID-19 pandemic.

On October 1, 2021 the Company executed a share purchase agreement with Colorado Distribution Group, LLC, a Colorado limited liability company ("CDG"), who desired to acquire all of the issued and outstanding shares of Preferred Stock of the Company (4,875 shares of Series A and 1,000 shares of Series B) plus an additional 31,182,000 shares of Common Stock in exchange for a total cash purchase of $200,000 (the "Purchase"), from 1721 Belvedere Trust ("Shareholder"). As a result of the Purchase, CDG became the controlling shareholder of the Company. CDG is owned 100% by Tim Matthews, the Company's Chief Executive Officer. At the closing of the transaction, all of the assets and liabilities of the Company were spun out into a separate entity and are no longer the responsibility of the Company. In conjunction with the Purchase, we adopted a new business plan focused on providing marketing and sale-enablement services for a variety of clients.

Plan of Operations

Purpose: We help consumer retail businesses tell their story with our professional suite of marketing and sale-enablement services consisting of instore product demos, field services, inbound and outbound call centers, and digital product development and customer experience management.

Our Niche: XCPCNL Business Services is a publicly traded professional services firm dedicated to generating sales growth for clients using our product outreach platforms, such as our in-store product network, our inbound/outbound call center, and our field services network.

Target Market/“The List”:

What Makes Us Unique:

Proven Process: The XCPCNL Business Services Process

With our market research and strategic-based approach, we provide a whole product and service solution for reaching and spurring consumer buying behavior at stores and online.

Guarantee:

Marketing is hard. Outcomes aren’t guaranteed. Our values and our processes drive the success of our company and our clients. For our clients, we think big, dive deep, and are fast in our execution. We recognize that time is money. We focus on results. We relentlessly pursue outcomes. We will continue to be leaders: creative, smart, and scientific. We have the people, processes, and technology to help our clients get their products in the store, generate interest and buying behavior, and grow their consumer-focused businesses.

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Results of Operations

Years Ended June 30, 2021 and 2020.

Revenues – For the years ended June 30, 2021 and 2020, our business had revenues of $6,401,950 and $9,208,897, respectively. This decrease was primarily due to a significant loss of business due to the COVID-19 pandemic.

Net Income – For the years ended June 30, 2021 and 2020, we recorded net income (loss) of $(631,726) and $326,717, respectively. This was due to the decreased in revenues described above.

Payroll and related costs – For the years ended June 30, 2021 and 2020, our business had expenses from payroll and related costs of $6,202,919 and $7,505,856, respectively.

Operating Expenses – For the years ended June 30, 2021 and 2020, our business had operating expenses of $898,768 and $1,084,155, respectively.

Liquidity and Capital Resources

Net cash (used in) provided by operating activities for the years ended June 30, 2021 and 2020 was $(1,324,482) and $1,278,732, respectively, primarily due to a significant decrease in net income as discussed above.

Net cash used in investing activities for the years ended June 30, 2021 and 2020 was $0 and $159,650, respectively. This change was due to the sale of property and equipment during year ended June 30, 2020.

Net cash provided in financing activities for the years ended June 30, 2021 and 2020 was $(39,191) and $(284,946), respectively. The change was primarily due to an SBA loan received in 2021 and larger payments made on notes payable in 2020.

As of June 30, 2021, the Company had $0 in cash to fund its operations. The Company does not believe its current cash balance will be sufficient to allow the Company to fund its planned operating activities for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it can again become profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations completely. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities should the Company be unable to continue as a going concern.

As the Company continues to incur losses, achieving profitability is dependent on achieving a level of revenues adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offering and may seek additional capital through arrangements with strategic partners of from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. Any equity financing may be dilutive to existing shareholders.

Off Balance Sheet Arrangements

As of June 30, 2021, there were no off balance sheet arrangements.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has experienced a net loss and had an accumulated deficit of $(1,174,414) as of June 30, 2021. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Subsequent Material Events

On October 1, 2021 the Company executed a share purchase agreement with Colorado Distribution Group, LLC, a Colorado limited liability company ("CDG"), who desired to acquire all of the issued and outstanding shares of Preferred Stock of the Company (4,875 shares of Series A and 1,000 shares of Series B) plus an additional 31,182,000 shares of Common Stock in exchange for a total cash purchase of $200,000 (the "Purchase"), from 1721 Belvedere Trust ("Shareholder"). As a result of the Purchase, CDG became the controlling shareholder of the Company. CDG is owned 100% by Tim Matthews, the Company's Chief Executive Officer. At the closing of the transaction, all of the assets and liabilities of the Company were spun out into a separate entity and are no longer the responsibility of the Company.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Directors and Executive Officers

On November 20, 2020, the Company's former Chairman, President, Chief Executive Officer, Chief Financial Officer, and largest shareholder through the 1721 Belvedere Trust, Mr. Irving Boyes, died from complications of COVID-19. Effective November 23, 2020, the Board of Directors appointed Gregory N. Boyes to assume those positions. Gregory N Boyes is Irving Boyes' son and a 60% beneficiary of the 1721 Belvedere Trust.

Effective October 6, 2021, Gregory Boyes and Marshall Dooley resigned from their positions as officers, directors, and employees of the Company, and Tim Matthews was appointed as CEO, President, CFO, and Chairman of the Board. Terry Pratt was appointed COO, and Michael Beaton was appointed CMO.

Timothy Matthews, CEO, President, CFO, Chairman of the Board. Timothy Matthews (48) lives in North Carolina. A seasoned marketing executive, Tim Matthews leverages almost 20 years of strategic marketing/consumer research experience to deliver superior results. He is highly experienced in designing, moderating, analyzing, reporting key findings, and offering recommendations to address project objective. Prior to launching Zoom Insights Inc. in 2007 and Zoom Marketing Partners LLC in 2013 Tim held the position of Director of Strategic Planning and Senior Marketing Manager for two Fortune 500 CPG corporations. During that time, he developed marketing platforms for some of the top global brands. Tim possesses an exceptional combination of analytical and creative thinking that has led him into becoming a highly sought-after consultant for several CPGs, lifestyle brands, and service industries.

Terry Pratt, COO. Terry Pratt (51) An exceptional Manufacturing, Engineering, and Business Development Executive, Terry Pratt has over two decades of experience in Engineering Designs, Fabrication, Production Assembly, Production Planning, Procurement, Inventory Control,  Document Control, Quality Control, Process Control, Process Flow & Value Stream Mapping, as well as a host of Business Development techniques and strategies.  Terry developed his knowledge and skills during his tenure at fast-paced Automotive Manufacturing companies, such as Mitsubishi, Toyota, and Caterpillar, as well as Oil and Energy Companies (Domestically, Off Shore, and Subsea).  Not only has Terry been instrumental in the continued successful development of these companies' processes, but his ability to problem solve and implement strategic approaches has allowed each of those companies to reach their highest recorded revenue during Terry's tenure.  Some of Terry's most notable accomplishments include converting an antiquated liquid paint system into a $5,000,000.00 state of the art, automated powder coating system, as well as improving on a "failed" concept of developing a multimillion-dollar plastic molded riser clamp for a subsea application, in which we were successful at selling to Shell-Offshore.Over the last decade, Terry has focused more on business development.  In 2005, Terry obtained his MBA while juggling several start-up businesses and working as a Corporate Executive. Knowledge and experiences gained since that time are daily-utilized to help build and develop successful businesses and models within companies today.  

Michael Beaton, CMO. Michael (48) lives in Atlanta, Georgia. has worked with large enterprise, fast-growing middle market firms, small companies, and startups. As a marketing veteran, Michael has worked at some of the top digital agencies, including Sapient and WPP’s Team Detroit. At WPP Team Detroit, he led Ford.com strategy, overseeing the implementation of their customer journey and overhauling lead generation and management. He has extensive experience in e-commerce, technology and SaaS, and consumer brands. During his career as an entrepreneur, he has scaled 6 small companies or startups, leading them to 7-8 figures through marketing, sales, and technology. Past clients that Michael has worked for include Ford, GMAC, State Farm, Compuware / Covisint, Lighting Supply. Michael is also the principal of Hyper Flywheel, a marketing consultancy deducated to fast-growing businesses. At Hyper Flywheel, his team uses the strategy, tactics, and technology processes that has helped him get traction, nurture prospects and leads, and grow fast. Michael is a dual degreed graduate of the Ross School of Business at the University of Michigan, earning his BBA (1995) and MBA (2005).

Stock Incentive Plan

In the future, we may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

Board of Directors

Our board of directors currently consists of two directors, neither of which is considered "independent" as defined in Rule 4200 of FINRA's listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.

Committees of the Board of Directors

We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future, but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.

Compensation of Directors and Executive Officers

The Company has not completed the negotiations and executions of any employment or director agreements with any of our directors and executive officers. We do not pay any of our directors or executive officers any compensation for their services as board members, with the exception of reimbursing and board related expenses. In the future, we may compensate our officers or directors, pursuant to formal written agreements executed after due negotiation and execution.

Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.

The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering Circular.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our Stock as of November 30, 2021  None of our Officers or Directors are selling stock in this Offering.

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

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Stock. Percentage of beneficial ownership before the offering is based on 83,031,740 Shares of Common Stock outstanding, 4,875 shares of Series A Preferred Stock outstanding, and 1,000 shares of Series B Preferred Stock outstanding as of November 30, 2021.

The table above reflects Shares beneficially owned by our Officers and Directors as of November 30, 2021. Under applicable SEC rules, a person is deemed the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

On October 1, 2021 the Company executed a share purchase agreement with Colorado Distribution Group, LLC, a Colorado limited liability company ("CDG"), who desired to acquire all of the issued and outstanding shares of Preferred Stock of the Company (4,875 shares of Series A and 1,000 shares of Series B) plus an additional 31,182,000 shares of Common Stock in exchange for a total cash purchase of $200,000 (the "Purchase"), from 1721 Belvedere Trust ("Shareholder"). As a result of the Purchase, CDG became the controlling shareholder of the Company. CDG is owned 100% by Tim Matthews, the Company's Chief Executive Officer. At the closing of the transaction, all of the assets and liabilities of the Company were spun out into a separate entity and are no longer the responsibility of the Company.

SECURITIES BEING OFFERED

The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company's Articles of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable. Since it is anticipated that at least for the next 12 months the majority of the Company's voting power will be held by Management, the holders of Common Stock issued pursuant to this Offering Circular should not expect to be able to influence any decisions by management of the Company through the voting power of such Common Stock.

The Company does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.

The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company's Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing.

 The minimum subscription that will be accepted from an investor is $250.00 (the 'Minimum Subscription').

A subscription for $250.00 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire, credit or debit card, or ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The Company reserves the unqualified discretionary right to accept any subscription for Shares, in an amount less than the Minimum Subscription. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. The Company has engaged Transfer Online to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please review the Company's Bylaws, which are attached to this Offering Circular.

Excepting matters arising under federal securities laws, any disputes between the Company and shareholders shall be governed in reliance on the laws of the state of Wyoning. Furthermore, the Subscription Agreement for this Regulation A offering appoints the state and federal courts located in the state of Delaware as having jurisdiction over any disputes related to this Regulation A offering between the Company and shareholders.

Transfer Agent

Our transfer agent is Continental Stock Transfer & Trust Company. The address for our transfer agent is 1 State Street Plaza, 30th Floor, New York, NY 10004 and its phone number is 212-509-4000. Our transfer agent is registered with the Securities and Exchange Commission.

DISQUALIFYING EVENTS DISCLOSURE

Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer's outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer's interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain "Disqualifying Events" described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company's Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

ERISA CONSIDERATIONS

Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as "plan assets"). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding "plan assets." Management anticipates that we would clearly be characterized as an "operating" for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets."

Classification of our assets of as "plan assets" could adversely affect both the plan fiduciary and management. The term "fiduciary" is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as "plan assets," certain transactions that we might enter into in the ordinary course of our business might constitute "prohibited transactions" under ERISA and the Code.

Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, "current value" means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account ("IRA") is generally exempt from taxation. However, if a Qualified Plan or IRA earns "unrelated business taxable income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

DIVIDEND POLICY

Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We and our predecessors have not declared any dividends in the past. Further, we do not presently contemplate that there will be any future payment of any dividends on Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

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

Upon completion of this Offering, assuming the maximum amount of shares of Common Stock offered in this Offering are sold, there will be 283,031,740 Shares of our Common Stock outstanding.

Rule 144

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

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

INVESTOR ELIGIBILITY STANDARDS & ADDITIONAL INFORMATION ABOUT THE OFFERING

Investment Limitations

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

Because this is a Tier 1, Regulation A+ offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act. If you meet one of the following tests you should qualify as an accredited investor:

Offering Period and Expiration Date

This Offering will start on the date on which the SEC initially qualifies this Offering Statement (the Qualification Date) and will terminate on the Termination Date.

Procedures for Subscribing

If you decide to subscribe for our Common Stock shares in this Offering, you should:

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

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

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

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

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

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

LEGAL MATTERS

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Jeff Turner, JDT Legal, PLLC.

REPORTS

Following this Tier I Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A.

WHERE YOU CAN FIND MORE INFORMATION

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

PART III

EXHIBITS

PART F/S: FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

XCPCNL BUSINESS SERVICES CORPORATION

YEAR ENDED JUNE 30, 2021

Index to Consolidated Financial Statements

Notes to Consolidated Financial Statements

June 30, 2021 and 2020

(Unaudited)

Note 1 - Description of Business

XCPCNL Business Services Corp. (the “Company” or “XCPL”), formerly Vital Products, Inc., a Delaware corporation formed on May 27, 2005, is a holding company headquartered in Dallas, Texas. On July 12, 2017, Vital Products, Inc. changed its name to XCPCNL Business Services Corp.

The Company’s subsidiaries are as follows: American Trades Inc, Combined Payroll, Inc, 1st Combined Management, Inc, XCPCNL Personnel, Inc, Combined Hospitality Services Inc, Combined Employee Services of Florida, Inc, XCPCNL Business Services of Illinois, Inc, XCPCNL Maintenance, Inc, XCPCNL Maintenance, LLC, XCPCNL People Services Inc, XCPCNL Talent Services Inc, XCPCNL Solutions Inc, and Villa Riviera Inc.

On November 20, 2020, Irving D. Boyes, the Company’s former Chairman, President, Chief Executive Officer, Chief Financial Officer, and largest shareholder through the 1721 Belvedere Trust, died from complications of COVID-19. These positions were assumed by Gregory Boyes, Irving Boyes’ son and a 60% beneficiary of the 1721 Belvedere Trust on November 23, 2020. In May and June 2021, the Board of Directors, upon the evaluation and advise of Company management, began a process to streamline and restructure the Company’s operations, including discontinuing certain business operations related to employee staffing/leasing due to the significant loss of business directly linked to the COVID- 19 pandemic. While these restructuring activities remain ongoing, the full effect of pandemic on the Company’s business operations in future periods remains undefined. The effect, if any, of the downsizing and streamlining was anticipated to be complete and reflected in the Company’s financial statements for the year ended June 30, 2021. Unfortunately, due to the continuing negative impact of the COVID-19 pandemic, available staffing, and delays in negotiations related to downsizing and/or streamlining of operations, the overall timing and impact of future events is undeterminable at this time and will be reflected in the Company’s financial statements when said events occur. Management notes that downsizing and streamlining may or may not include the elimination of certain business lines; the sale or closure of certain operating subsidiaries; and/or a change in control of the publicly traded parent company. It continues to be anticipated that the Company will experience significant shrinkage in its current operational protocol, transactional volume, and/or geographic footprint.

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has a year-end of June 30.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include accounting for depreciation and amortization, valuation of goodwill and other intangibles, business combinations, equity transactions, and contingencies.

The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, and cash flows of the XCPCNL Business Services Corporation and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

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Note 2 - Summary of Significant Accounting Policies

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization, post-bankruptcy, of the Company were charged to operations as incurred.

Revenue is recognized by the Company at the point at which a transaction is delivered or services are provided to a consumer at a fixed price, collection is reasonably assured, the Company has no remaining performance obligations and no right of return by the purchaser exists.

The Company files income tax returns in the United States of America and various states, as appropriate and applicable. The Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2016.

The Company uses the asset and liability method of accounting for income taxes. At June 30, 2021 and 2020, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date

Note 2 - Summary of Significant Accounting Policies - Continued

As of June 30, 2021 and 2020, respectively, the Company does not have any outstanding items which could be deemed to be dilutive.

The Company is of the opinion that any and all other pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations.

Note 3 - Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any.

Note 4 - Concentrations of Credit Risk

The Company maintains its cash balances in financial institutions subject to insurance coverage issued by the Federal Deposit Insurance Corporation (FDIC). Under FDIC rules, the Company is entitled to aggregate coverage of $250,000 per account type per separate legal entity per financial institution. Through the period ended June 30, 2021, the Company did not maintain any deposits in various financial institutions with periodic short-term credit risk exposures in excess of statutory FDIC coverage. The Company did not incur any losses during the periods being reported on, or subsequent thereto, as a result of any unsecured bank balance.

Cash overdrafts represent bank account balances on the Company’s financial records that are in a negative position as of the financial statement date. This negative position may not be reflective of the Company’s actual ledger balances in each respective bank account on the financial records of the respective financial institution(s) holding the Company’s deposits.

Note 5 - Notes Payable

A third-party individual is the holder of several promissory notes issued by the Company, as Vital Products, Inc., prior to the business combination transaction on May 23, 2017. During 2020, this individual filed a lawsuit in the State of California and obtained a judgment against the Company in the amount of $424,029.19, including all accrued interest. On October 20, 2020, the Company and the individual executed a Settlement Agreement whereby the Company will pay the individual the total sum of $180,000 to resolve and cancel the judgment. The Settlement Agreement requires an immediate payment of $15,000 on the Settlement Date; six (6) monthly installments of $2,000 per month commencing on November 29, 2020; and monthly installments of $3,000 per month thereafter until the $180,000 is paid in full. The Company is in compliance with the terms and conditions of the Settlement Agreement.

During Fiscal 2021, the Company borrowed approximately $169,900 from SBA licensed financial institutions for PPP loans to support operations. The ultimate repayment or forgiveness of these loans is dependent upon the ultimate actions of the SBA and the United States Congress.

Note 6 - Preferred Stock

The Company is authorized to issue up to a total of 1,000,000 shares of $0.01 par value Preferred Stock. The Company’s Board of Directors has designated 100,000 shares as “Series A Preferred Stock” and 100,000 shares as “Series B Preferred Stock”. The Company has 4,875 shares of post-forward split shares of Series A Preferred Stock and 1,000 Series B Preferred Stock issued and outstanding at June 30, 2021 and 2020, respectively.

On May 23, 2017, concurrent with the reverse merger transaction,100,000 shares of Series A Preferred Stock, representing 100% of the Preferred Stock issued and outstanding at that point in time, were returned to the Company by a former stockholder, were cancelled by the Company and returned to unissued status. In addition, concurrent with and as a component of the reverse merger transaction, the Company then issued 1,625 shares of Series A Preferred Stock to 1721 Belvedere Trust in exchange for 1,625 shares of Series E Preferred Stock issued by XCPCNL, representing an exchange of 100% of the outstanding preferred stock of XCPCNL at the reverse merger transaction date.

Each share of Series A Preferred Stock shall be entitled to vote the equivalent of 25,000 shares of the Company’s issued and outstanding preferred stock.

On October 13, 2018, by written consent in lieu of meeting, a majority of the Company’s stockholders approved a recommendation by the Company’s Board of Directors to effect a three (3)-for-one (1) share forward stock split of both our preferred and common stock, par value $.0001 per share, respectively, with fractional shares rounded up to the nearest whole share. The forward split became effective on that date. As a result of the forward split, the total number of issued and outstanding shares of the Company’s preferred stock increased from 1,625 to 4,875 shares, after giving effect to rounding for any fractional shares. The effect of this action is reflected in the Company’s financial statements as of the first day of the first period presented.

On October 1, 2019, the Company issued 1,000 shares of Series B Preferred Stock to Crayford Corporation for consideration of purchase of customer names.

Note 7 - Common Stock Transactions

On May 23, 2017, the Company constituted a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended, pursuant to an Agreement And Plan of Reorganization ("Reorganization Agreement") among XCPCNL Business Services Corporation (formerly Vital Services, Inc.), GLMS, Inc., ("GLMS") a Texas corporation and Combined USA Corporation, d/b/a XCPCNL Business Services Corporation (“Combined USA”) a Texas corporation with its principal place of business in Dallas, Texas.

GLMS was incorporated in the State of Texas on May 10, 2017 as a wholly owned subsidiary of Vital Products, Inc. for the sole purpose of consummating the Reorganization. Pursuant to the Reorganization Agreement, GLMS merged with and into Combined USA with Combined USA being the surviving corporation.

Following the Merger and pursuant to the terms of the Reorganization Agreement, the stockholders of Combined USA exchanged 100.0% of the issued and outstanding preferred and common shares of Combined USA with the Company for the issuance of 61,500,000 post-forward split shares of the Company’s restricted common stock and 1,625 shares of the Company’s Series A Preferred Stock.

As a result of this transaction, Combined USA became the Company's wholly-owned subsidiary and now represents all of the Company's commercial operations. The Combined USA Stockholders controlled approximately 99.0% of the then outstanding common stock and 100.0% of the then outstanding preferred stock of the Company, post-transaction.

Note 7 - Common Stock Transactions - Continued

On October 13, 2018, by written consent in lieu of meeting, a majority of the Company’s stockholders approved a recommendation by the Company’s Board of Directors to effect a three (3)-for-one (1) share forward stock split of our common stock, par value $.0001 per share, with fractional shares rounded up to the nearest whole share. The forward split became effective on that date. As a result of the forward split, the total number of issued and outstanding shares of the Company’s common stock increased from 20,697,583 to 62,092,749 shares, after giving effect to rounding for any fractional shares. The effect of this action is reflected in the Company’s financial statements as of the first day of the first period presented.

During the year ended June 30, 2019, the Company issued 1,850,000 post-forward split shares of common stock, valued at approximately

$113,750 (or $0.0625 per share) for services rendered.

During the year ended June 30, 2019, the Company issued 480,000 post-forward split shares of common stock, valued at approximately $30,000 (or $0.0625 per share) for the conversion of a $30,000 promissory note payable.

During the year ended June 30, 2019, the Company issued 1,850,000 post-forward split shares of common stock, valued at approximately

$113,750 (or $0.0625 per share) for services rendered.

During the year ended June 30, 2020, the Company issued 2,000,000 shares of common stock to Christopher Mayo, valued at approximately

$60,000 (or $0.03 per share) for services. The Company has notified Christopher Mayo that these shares are to be returned to the Company and cancelled due to non-performance of services.

During the year ended June 30, 2020, the Company issued 2,000,000 shares of common stock to TTSG Holdings, Inc., valued at approximately

$60,000 (or $0.03 per share) for services. The Company has notified TTSG Holdings, Inc. that these shares are to be returned to the Company and cancelled due to non-performance of services.

During the quarter ended September 30, 2020, the Company issued a total of 14,100,000 shares of common stock valued at approximately

$423,000 (or $0.01 per share) for services rendered.

During the quarter ended December 31, 2020, the Company issued a total of 500,000 shares of common stock valued at approximately $5,000 (or $0.01 per share) for services rendered.

Stock subscription payable

During the quarter ended September 30, 2017, the Company sold 7,500 post-forward split shares (2,500 pre-forward split shares) of common stock for cash totaling $2,500. These shares have not been issued as of the date of this filing as the subscribing purchaser has not completed the necessary “eligibility to purchase” documentation for the Company’s files.

Note 8 - Contingencies

During the 3rd Calendar quarter of 2018, the Company’s third party lender discontinued operations and left the Company without an outlet with which to monetize its accounts receivable on a demand basis. Accordingly, the Company, in an emergency situation, entered into various agreements with several Merchant Cash Advance (MCA) lenders to provide liquidity within its accounts receivable portfolio.

Note 8 - Contingencies - Continued

Due to various disputes related to these arrangements, the Company was sued for collection in various Courts in New York and various judgments were granted against the Company and its various operating subsidiaries. Due to the misapplication of Law, in management’s opinion, certain bank accounts of the Company and its operating subsidiaries, which are domiciled and maintained in Texas, were frozen. The Company is vigorously

defending itself against these actions.

On October 27, 2018, the Company countersued various MCA lender(s) in the State of New York alleging misapplication of law, criminal usury in the first degree, and violation of Civil Practice and Rules. The Company is seeking unspecified damages in this action.

On December 16, 2018, new legislation was introduced into the U. S. Senate that would ban the use of Confessions of Judgment in commercial transactions. The ultimate passage of this legislation and the potential impact on this situation is unknown.

As a result of these actions, the Company acquired new sources of funding to monetize its accounts receivables and granted the new funding source a first lien against all the Company's receivables to minimize any potential interruption in the Company's cash flow going forward.

Management is of the opinion that the Company and its various affected operating subsidiaries does not anticipate any material adverse impact on either its operations or financial condition as a result of these actions.

Note 9 - Subsequent Events

On October 1, 2021 the Company executed a share purchase agreement with Colorado Distribution Group, LLC, a Colorado limited liability company ("CDG"), who desired to acquire all of the issued and outstanding shares of Preferred Stock of the Company (4,875 shares of Series A and 1,000 shares of Series B) plus an additional 31,182,000 shares of Common Stock in exchange for a total cash purchase of $200,000 (the "Purchase"), from 1721 Belvedere Trust ("Shareholder"). As a result of the Purchase, CDG became the controlling shareholder of the Company. CDG is owned 100% by Tim Matthews, the Company's Chief Executive Officer. At the closing of the transaction, all of the assets and liabilities of the Company were spun out into a separate entity and are no longer the responsibility of the Company.

Management has evaluated all other activity of the Company through the date of the filing of the Offering Circular to which these financial statements are attached and concluded that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, on November 30, 2021

XCPCNL Business Services Corporation

Dated: 

This Offering statement has been signed by the following persons in the capacities and on the dates indicated.

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

34

Exhibit 1A-2A.06

CERTWXCATE OJ! AMENDMEN'J.' TO Tl-0:, CERTIFICATE Oli' INCORPORATION OF VlTAL PllODUCTS, Vital P1oducts, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation. on April 20, 2009, a Certificate of Amendme�t to the Certificate of lncorpo.i:ation on Mc0121, 2009, a Certificate of Amendment to the Certificate ofToc-0rporation on Febniary 18, 2010, a Certificate of Ameodment to the Cenificate of lncorpotatipn, as am.ended, OJJ July 30, 2010, a Certlfi�e of Coi:rection to the Certlficau, oflllcotporation, as amended, on August 20, 20l0, a Certificate Qf Amendment to the Certificate of Incorporation, as amended, on February 24, 2012 aod an An:leoded Certificate of Desi&nation on Dooember 13, 2016. Following js mi amendment to the Ce.ttificate of lucorporation, as amended: It is hereby certified that: t. The name ofthe corporation (the "Corporation'') is Vital Producw, Inc. 2. The Certificate ofI.nCQrporation ls hereby .amended by replacing Article fOUllm to read; uFOURTH: Th.e total nw:nber of shares of stOck which tbt.l corporoti.on shall have authority to issu.e ls: ooe blllio.o. aod one million (1,001,000,000) shares, conslstiJ'!g of a class of one billion (1,000,000,000) shares o{ Common. Stock, _par value of$0.0001 per share end a class of one millIon. (1,000,000) shares of Prefened Stock, pat value of$0,01 po.rs.bare. Toe .Preferred Stock authorized by this Certificate ofltlcorporation shall be issued in series. The Board of Directors is authorized at any time, and from tim,e to time, to provide for the issuance of sbnres of Preferred Stock in. one or UlOre series. The Boord of D,Jrectors s]}a.ll have the authority to determine the nurnber of sha,re.,; mat win comprise each serle$. For each oories, the Board of D�f(lctors shall determine, by resolution or resolutions adopted prior to the issuance of any Sbare thereof, the desiguations, powers, pteference.s, Unutatlo.os and i:elative or other rights thereo� lnclu.djng but not Jimlted to the foJlowing relative rights and preferences. as to wltlob there may be variations among different .rerles: {a) The rate and manner ofpay,nent ofdividends, ifany; (b) Whether shares may be redeemed and, 1fSb, the 1'¢demptio.n price am;J the terms and COt1.ditiou.a of redemption: (c) 'fb_e amount payable fur shares m. the event ofliquidati.011, dissolution or otber winding up oftbe Cc,rporadon; (d) Sinldng fund provisions, ifany, for the redemptiou or purchase ofshar:es; (e) Theterro, and COJ).dit)ons, ifany, on which s.bares may be converted or excbanged; (f} Voting rights, if any;aod (f) My other rights and preferences of such shares, to the full extent now or hereafter permitted by the General Corporatton Law ofthe State ofDelaware. Upon the Ce(tificate of Amendment m the Certi6c.ite of lncotporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the ''Effective Date"), evetY five thousand i.ssue<l and outstanding shares of the Corpor11tion will be combioed into and nutomatically beootue one outstanding State of Delaware S�l'eta,�· of Strile ----------------------....---------- SR 20t72360153 • File�umber 3976941 ,,,, sbare of CoromoQ Stoetc ofthe Corp013tion and tbe autb.orized.sbnres of the CoJl)Orstion sJ1al1 remaio as set forth lu thJs Certlfi.ca� of Incorporation. No fractional share shall be issued in connection wltb the foregoing gtock split all SJ\ares of Common Stock so split ibat are held by e St1Jck11older will be aggregated subsequent to the foregoing split and each fractiollllJ share resultibg from Stieb aggregatlon of eac:.b series held by a stockholder will be rounded to the nearest whole shflre. Shares Qf Common Stock that were outstanding prior to tbe Eff�tive Date 8lld that are .not ourstandi:Dg after the Effective Date shall restrme th� Shltus of authori� but unissued shares of CoU\ll'lon Stock." 3. Pursuant to a resolution of tts Board of Directors, a w.ritten, consent of a majorizy of stockhoJden. was ob�ed in accordance with Delaware Oenetal Corporation Law pursuant to which a total of 915,435,859 votes, constituting S3¾ oftbe total votes entitled to be cast on the action wete voted 1n favor ofth.e Amendment. 4. Th.is Certificate of Amendment ofthe Certificate oflncorpora.tton was duly adopted m accordance with the provisio,ru; ofSection 242 of the General Corporation Law of1he StateofDelaw�.rc. 5. Jn accotdance with Section J03(d) oftbe General Corporation Law of the State of Delaware� tbb Certificate of Amendment shall be effective on May t, 2017. Signed this 7c:h day ofApril,, 2017. VITA.L PRODUCTS. INC. es McKi.oAey Secretary► ChiefExecutive Offlcci: an

Exhibit 1A-2A.07

CER'RFICAT.E OF AMENDMENT TO 'l'HE CERTIFICAT� OF INCORPORATION OJ' VITAL PROOtJ� INC, Vital Produots, ?no. flied a Certificate of In�on wJth tho Secretary of StQtc, of Dela.ware on May 27. 2005, a Certiflcare of DmS,[l.ltion on )\pcl.120, 2009, a Certlflcate of Amendmont to the Certificate of lncorpotatlon. on May 27. 2009, a. Certificate of Amendment to the Certlficate. of lncorporation o.n February 18, 2010, a Certifioate of · Ameru;lmtnt to the Ccrtlflcate of Iuco1-p0t1ttion. ait amended, on July 30, 2010, a Certificate of Correction to the Certificate of IneorporaiiOJ\,, as amended. on August 201 a Certificate of.Am.endment. to the Certificate of (noorparation, AS amended, c;,n trebnleliy 24, 201.2.,. an Amco.ct� �t1ifioate of Dm.srurtfon on llccembdr 13� 2016 lffld a� qf Amendment to the Cortjnoa1e of lm:orporation, as amended on April 7. 2017, FoJiowina. is o.n amendn>eht to the Certitkate of Inootpel'fltloD; as ameni:ted; It is hereby certified that! 1. The Certificate otlnoon,oration is hereby ainended by chaaaina Article ONE -so tlu¢. as amt\Oded. .said Article shall be and read as follows: '�NE: The 1u,.me ofthe Corporation shalt be XCPCNL Bu111ne,.s Servi� Cotporadou." 2. � Ccrtifiom of Incmporation is hereby amen.d,ed by repl�q Article !OUR. to read as tallows: nFOUR: Tho total Qurnb� of shares of stoQlc :which1hc o.orpomtlo.n sShaJl have.$11.horlty to l!sue fs: two hWldred fifty one m11lion (2Bl,000;000) ·shares, oon:,isting of a elffl-oftwo hundred fifty mUUon (250,000.000) «bares of Common S� par Vll1ue of per share and a e.lass of o� million (1.000.000) shares o(Prcfemd Stock, pat Yaluc of $0.0l pcrahai:e, The Preferred Stock authorized by this Cortificate of lncoiporation shall be hmied in $Cries. The lloat'd of Dhcctora ia authorized at any time, and� time to time. to _p�J'Qfdie jasuanoe of shares of Pretorred Stock in one o_r more $Cries. The � ofDirectors shall have � mUhQri� to detmmine the .tlWUbcr of� thpt will � �h S9fte$, F()r � scri.0-1, the Board df 'l)Ireoton sbeJ.I d� by �ion orresohltiOl)S adoptt,d prlor to i� Qf any share: the desl#D� �' pref.eren�. l�tntions Gnd relatlve or other- rightc, thereof. �uding but not lim� t,o the fl>Uowipg relative right� l\11,d preferences, es tQ Which there may be varlsttons amc.,ns di� series: (a) Tho rate and manner orpayment of' dividends, lfany; , ... State of Delaware Secretarr or Stllte Dlvllton of Corporations Delivered 10:13 A.\106/0912017 FILED 10:13 AM-06/0912017 SR 20174672◄62 - FlleNumber 39769"1 (b) Whothet• s� may be redeemed and, ifao, tho redemption prk;o and� forms �d cDDditions of redemption; (c) '!'he amount payiiblo !Qr shares in the evont of liquidation. dissolution or othet winding up ofthe CQrporatlon; (d) Si.nJdttg fund provJ1Jo� if MY. for theredomptioa o.rpurchaso ofsharea; (e) The terms and eonditions_ 1f ony, on which ahuet may� ;onvorted or exohanged� (f) Voting tightst if any; and (g) Any other tlgbts � pMferene.e;, of such shaces. to the full extent now or hereafter permitted by 1hc � Corporation Law of1h$ State·ofPeJaware." 3. Pursuant to a l'eSO)ution of its Bow of DJ.rectors, a written consent of a majority of stockholders was obtained in acootdMce with Delaware OencreJ C01ponrtion Law pursuant to whioh a total or 12,894,000 V'01el, corurtitutfng 62% of tho total votes cntided l'O be cast on the action were voted tn fav-or oftho Amtndment, 4, This Cortttl� ofAmendment ofthe Certifl� of!ncorpo:ratJon was duly adopted in -.ceol'dance wlth tho p.•ov.isioas of Seotlon 242 oftbe G!ln.eml Cor.poration.Law of tho Stata of Oclaware. S. In accordance wlth Soction 103(d) of the Oene.Tal C(,q)oratlon Law of the State of Delaware. this Certificate of Atne.ndmfmt shall be efteotiWi on. .JUne 30, 2017, Signed this 9th day of JUM,. 2017, VJTAL PRODUCTS? JNC. COMPLIANCE WITH SECURITIES LAWS The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, and applicable state securities laws. If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Shares. If a number of purchasers were to obtain rescission, the Company would face significant financial demands which could adversely affect the Company as a whole, as well as any non-rescinding purchasers. ARBITRARY OFFERING PRICE The price of the Shares offered has been arbitrarily established by the Company, based upon such matters as the state of the Company's business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to the Company. STOCK OPTION AGREEMENTS The Company has not issued outstanding options to purchase shares of common stock to anyone, including officers, directors and shareholders.. LITIGATION The Company is not involved in any legal proceedings. DESCRIPTION OF COMPANY STOCK The Company's authorized capital consists of 250,000,000 shares of Common Stock as of July 12, 2017, with par value $0.0001.Upon completion of the maximum Offering, 21,820,892 shares will be outstanding, inclusive of 1,000,000 Shares to be issued in the Offering. See "Securities Ownership of 5% or more Stockholders, Management and Directors." The Company also has authorized 1,000,000 shares of Preferred Stock with par value of $0.001 per share and a liquidation value of $1,000.00 per share. There are 1,625 shares outstanding at July 12, 2017 The holders of the Preferred Stock are entitled to 25,000 votes, for each Preferred Share held, on all matters submitted to vote for shareholders of record. The outstanding Preferred Stock is owned by 1721 Belvedere Trust of which Marshal W. Dooley is the current Trustee and Irving D. Boyes, Chairman and CEO is the sole beneficiary. The shares of Common Stock and Preferred Stock comprise the only classes of capital stock that the Company will have issued and outstanding upon close of the Offering. Only the Preferred Stock has preferential liquidation rights. Shares of Common Stock are not redeemable and do not have conversion rights. The Shares currently outstanding are, and the Shares to be issued upon completion of this Offering will be, fully paid and non-assessable. 321 Page 7/11/2017 Division of Corporations - Filing Governor I General Assembly I Courts I Elected Officials I Slate l\gencies Department of State: Division of Corporations HOME About Agency Secretary's Leiter Newsroom Frequent Questions Related Links Contact Us View Search Results Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING Office Location SERVICES Pay Taxes ElleNumoor:: locmporaUdn Piilel l=orma1{on Dare: 5/27/2005 (mm/dd/yyyy) File UCC's Delaware I aws Online En!lly Narn1r XCPCNL BUSINESS SERVICES CORPORATION Name Reservation En\ily Search Status Validate Cerlificale Cus1orner Service Survey Entily-Kjnd Resldenr;.y: , Corporation Domestic EnH!y Typei General State: DELAWARE INFORMATION Corporate Fo1ms Corpo, ;,le Fees UCC Forms and Fees REGISTERED AGENT INFORMATION Taxes Expedited Services Service of Process Registered Agents Name: Address: THE CORPORATION TRUST COMPANY CORPORATION TRUST CENTER 1209 ORANGE ST GetCorpomte Status Submilting a Request How to Form a New Business Enlity Ce, tifi�ations, Aµoslillei; & AuthenticHtion of Documents City; State: Phone: WILMINGTON DE 302-658-7581 New Castle Postal Q09.e: 19801 Additional Information is available for a foe. You can retrieve Status for a fee of $10.00 or more (1etailed information including current franchise tax assessment. current filing history and more for a fee of $20.00. Would you like L) Status C Status.Tax & History Information [Sub�if] For help on a particular field click on the Field Tag to lake you to the help area. s1H:! rnap ! privacy l at)GUt this :;ite ! conlt�ct us l tr�H1slate ddawate.gov https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx 1/1

Exhibit 1A-2A.08

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That pursuant to a unanimous written resolution of the Board of Directors of XCPCNL Business Services Corporation in accordance with Section 141 of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and referring consideration thereof to the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended to effect a forward split of the issued and outstanding common stock of the Company on a three for one (3/1) basis. The number of authorized shares of common stock will not be changed by this amendment. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a written consent ofa majority of the stockholders of said corporation was obtained in accordance with Section 228 of the General Corporation Law of the State of Delaware, pursuant to which a total of 53,519,000 votes, constituting 87.27% of the votes entitled to be cast on the action, were voted in favor of the Amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 ofthe General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14th day of September, 2018. XCPCNL Business Services Corporation

Exhibit 1A-3.01

XCPCNI. BUSINESS SERVICES CORPORATION AMEND£D CERTlFICAtf OF DESIGNA110N OF PREFERENCES,. RIGHTS AND UMfTATIONS OF SERIES A PR£F£RRfD STOCK PURSUANT TO SECTION 15 I OF THE DELAWARE GENf!ltAL CORPORATION LAW The undersigned, Irving D. Boyes, her�bV �ertifies that: I. He ls the Prestd�nt and .Chief Executive Officer of XCPCNL Buslne,$ services Corporation, -a CH.llaware corporation ("Corporation"); 2. The Corporation Is aut�orized to issue 1,000,000 share., of preferred stock; 3. The following resolutfons were duly adopted by the 8oarcl of Directors: WHEREAS, the Certfficate of lntorporatlon of the Corporatlon pr(lvldes for a class of Its atrthorized stock kriown as preferred stock, comprised of 1,000,000 shares, $0,01 par value, Issuable from time to time fn one or more series; WHE�eAS, the Board of Directors of the Corporation is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rlgtrts and terms of redemption and liquidation preferences of any wholly unfs.sued !erles of prmrred stock and the number of shares tonstitutfng any Serfes and the designation thereof of af1y of sald shares; and WHEREAS , th• Board of Dlrectol"J has previously authori:ed and ealJ$ed to be titled with ·the Delaware Secretary of State a Cel'tlflceite of Oeslgnatiofl for Serres A Pn,�rred Stock, sui;h Certlflc-at• berni filed end accepted by the State of Oel,:1ware on ·April 20, 2009, and, WHEAl:AS, the Corporation has completed a reverse triangular merger which lndlldes a requirement th111t the holders of all the Corporation'$ Issued and outstanding $hares of Sertf!s A Preferred Stock, consisting of One Hundred Thousand (100,000) shares, transfer those share$ to 1721 Belvedere Trust, A Delaware Irrevocable Trust ("'Trust") the Corporation's control/Ing shareholder, and, WHEREAS, the Trust has agreed to e,«:hange the One Hundred Thousand f100,000) sheres of Prefen-ed Serles A shares wlth the Corporation for 1,625 shares of Serif!$ A Preferred Stock conditioned 1.1pon the Corporation amendir,g the voting end oth�r rights, preferences, restrictions and otMr' matters refat[ng to the Series A Preferred Stock; and, WHEftW, It is the daslra of the Board Of Olrectors of th@ Corporatron, pursuant to Its authority as aforesaid, to am�nd the voting and other rltht$, preferences, restrictions and other matters relating ta th@ Series A Preferred Stod(, end, lilS amended, exchange the 01.Ctstandin1 One H1.1ndred Thousand (loa,ooo} .shares of said stock held by th• rrust for the Issuance of 1,625 .shares of series A Preferr@d shares with the voting- and other rfihts, prefer1tnces, restrictions and other matter5 relatrng to the stock as set forth below as reflecting the "Terms Of Series A Preferred Stock; State of Delawm Secreta11· of State Dh'lsion of Corporations Deltl'ered 03:01 PM 09i28/2018 FILED 03:01 PM 09/2812018 SR 20186896204 - File Number 3976941 NOW, THERE�ORE, BE IT RESOLVED, that ttle Board of Olreetors does hereby Amend the VQting and other rights, preferences, restrlGtlons and other matters relating to such series cf preferrl!!!d stcc;k as follows: TERMS OF- SERIE$,A ll'REFERRED STOCK Section 1. Destgnatfan, Amount and Par Value. The series of preferred stock shall be deslgnat•d as Series A Preferred Stock {the "Preferred Stack") and th� number of shares so designated shall be 100,000, Each share of Preferred Stock shall have a par value of $0.01 per share. SKtion 2. Vutin1 Rights. a) Subject to the provision for adjustment hereinafter set forth, each share of Preferred Stock shalf entitfe the Holder thereof to the number of votes as shall be equal to the a111regate number of twenty�flve thousand (25,000) shares of Common Stock. As used herein, "Common Swck" means the Corpon,tion's cemmon stock. par value $0.0001 per share, and stock of any other cl�s.s Qf securities into which such Seturtties may hereafter have bun reclaS$1fied or d'langed h'lt:O, b) Except as otherwh,e provided herein, by Jaw, or In any other CertifiCtilte of OeslBnation creating a series of p�rred stock or any similar ,tock, the Holders of shares of Preferred Stock, the holders of shares of Common Stock and any other capita! stock of the Corpo ration havlns gianeral vc,ting rights shall vote together as one class on all matters submitted to a vote of stockholder.; of the Corporatlon. s.dion S. OMdendt. Thi!! holders of Series A ?reffrr•d shalt � entitlttd to re.tefve , when and as declared by the Board of Olrtctors o�t of the funds of the Corporatfon, legally available th•ret'Qr, and the Corporation 1haH be bound to pay therec,n, payable fn cash only from said proceeds, at the ar,nual r,,te of she percent (6%) of the Uquldatfon Valufll p�r •nnum per share of S.rles A Preferred, payable quarterly. S1.1eh dlvl&Jnds sh,11 be paid in preference � the holder'$ of anv ot:IMr clas5 of capital stod<, or nrtes thereon. Such dividends shall commenca to acc:rue on the date any sheres of the Serles A Preft!rred are first Issued and become outstanding and shill be available to holders of record on the ret.ord date as fixed by the bOatd of di,.ctol'$ of the O>rporatlon. Such dividends shall be cumutatlve, so that 1f at anytime , dMdends upon the outstandina series A Preferred shall not htve been p•ld or �dired artd a surn 1uffld41nt for the paymQnt thetteof set apart for t,uch payment,. the amount of � deficiency ihall accrue and shall bear dividends at the anr,ual rat� of six percent (6%) per annum an_d the aggregate deficiency shall be fully paid. or dMd@nds In such am01mt declared iand a $Um .wfficlent for the payment theraofset apart for such payment, for all prior periods before any sum or sums shall be paid or set aside as dMdends for any other class. or series thertof, of capital stock of the Corporation. If the dividend on the Serles A Preferred for anv dMdend pertod shall not have bffn paid or set apart tn full. no asset which is by law available for tt,e payment of dlvidli!nd!.i shall � paid 0.- set a$ide for the purchasir or redemption of 11ny, cia� of capital stock, 'or any series thereof, of the corporation, Section 4. Redemption. a) Subject to the other provisions of thfs Section 4 and applicable law, the Corpcmtlon shall have no right or obfrgatfon to redeem the �ries A Preferred Shares. b) If any shares of Serles A Preferred Shares are redeemed, pur<:M$ed or otherwise acquired QV the Cgrporatlon, such shares shall be deemed canceled and rnay thereafter be reissued as Series A Preferred or any other sarles of Preferred Stock at a par value set bv the Board of Directors. Section 5. Conversion. A holder of Serles A Preferred Stock shall not have the right to convll!!rt the shares of Serles A Preferred held by such holder Into share$ of Common Stock of the Corporation. Sec:tfon S. Priority In Event of Dissolution and Uqurdatlon qr Sale of .\$sets. a) subject t0 the remaining provisions of this Seetlof\ 6, In the event of anv :u1f• of all or substantially all of the as$tets of tht Cor'pomlon or any Uquldation. dissolution or wlndinf up of the affair! of the Corporation, whether voluntary or otherwls1t ("Lfquidatins Event"), after payment or provision for payment of the debts and other liabilities of the corporation, the holders of Serfes A Preferred Snares shall be entitled to re<:erve, out of tht3 remaining net assets of the Corporation, an amount equal to $1,000.00 In cnh, plus alt accumulated but unpaid dividend, (the "Uquldatl<m Value"), tor each outstanding share ot Serles A Prefel'red Shares, before anv distribution or payment shall be made to the hQlders of Common Stotl< of the Corporation. Upon the occurrence of any Liquidating E\,ent .tnd after piyment or provisions for payment of the debts and other llabllltte:s of the Corporation, If tne a,seu of the Corporation availabli, for df,trlbutlon to shareholders shall b� Insufficient to permit the payment to the holders of S.rle.s A Prllfured Shares of an amount equal to tflij Wquidatlon Vilue per sha re, then . all the remarnlng assets of the Corporation $h.ill be dtsttlbuted ra�bly itmong the holders of Serias A Preferred Shares then outstanding according to the number of $hares held by each, After payment in full to the holders of Serru A Preferred Shares of the amount dlstrtbutable to them as herein pr«:ivldec, the holders of any other Junior capftal stoek shall be entitled, to the excl usion of the holder$ of Serles A Preferred, to share rata blv In the rem:1lnlng assets of the Ccrponstfo" In accordance with their res:pecrlve rights. b) Neither the eonsolidatfon nor mtt,eer of the Corporation with or Into al\'{ other corporation shaft be deemed to be a sale of all or substantfally all of the auets of the Corporation or a liquidation , dissolutlon or winding up cf the affairs of the Corporation , whethtl' voluntary or otherwise, within the meaning of thI$ Section 6. However, the holders cf Serles· A Preferred Shares shall be entitled to e.xchange their Serles A Pl1!!ferr�d S"-re, for Prefened Shares of the post c:cnsofldat/on or merger parent corporation with generally equTvalent terms. c) No provision of thts Section 6 shall tn any manner, prior to any sale of a!I or substantially all of the assets of the corpe>r.1tlon or anv liquldatton, dissolution Of winding up of the .affalrs of the Corpol'atlon, whether 'V())�.mt�ry or otherwise crtate. or be considered or deemed to create anv restriction 1,1pon the surplus of the Corporati«m or prohibit the payment of dividends on the capital stack of the Corporation out of the funds of the Corporation J�any ;avaUabfe therefor, nor shall any such restriction or prohibition be in any manner implled from th@ pravislons ofthl$ S.ctlon 6. St!c:tlon 7. Shareholder"$ Aa1"ment, Tl'le Serles A Preferred Shareholders shall notify tha Corporation of anv propased tt.tnsfer of the Serles A Preferred Shares and shall SfVe the Ccrponitlon a right of flr-st refusal on a proposed trans;fer of the Series A Preferred. a) Notice of tranrler of �rt•s A Preferred sh�II be given by mailing to the Con:,oratl.on wch notice not le$$ than twenty (20) nor more thao flfty (SO) days prior to the date flxe� for such propo5ed transfer of shares of Series A Preferred to be so transferred, by first class rn,all, poi.tage prepaid. If less than all of the oumandtng �rles A Preferred Is to btt transferred, the redemption may be made pro nitai, by lgt or tn such other equitable manner as may be ,>rescribed by resolution of the Board of directors. b) Notwithstanding the provl$IQl'IS of this Section 1 the corporation shall '10t hav� th!! right of first refusal with re$pect to a transfer of series A Preferred stock from a shareholder to an affllic1te of such shareholder. c) Subject to the foregoing and to the provisions contained In thf.s Section 7, th� B�ard of Directors shall have full power and authority to prescrib� the terms and conditions upon which Serles A Preferred Share$ shall be transferred from time to time. Section a. Reacquired Shares. Anv shares of Serles A Pntferred Stock purchcised or otherwise acquired by the Corporation In any manner whatsoever .shall be r•tlrQd and cancelled promptly after the acquisition thereof. All such shares shalJ upon their cancellatlo" become authorized but unlss1.1ed shares of preferred stock and mav be reissued a.1 part of a new serie$ of preferred stc<:� to be created by resolution or reiolutions ofthe Board of Directors, subject to the conditions and �strlctlons an rssuanc• iet forth herein. S.ctfon ,. Miscellaneous. a) Notices. Any and all notices or other communleatio"s of deliveries to be provided by the Holder of Series A Preferred Shares shall be In writi1lft and hand delivered or malled by U.S. certified mall, postage prepaid addressed to the Corporation at 13601 Preston Road, Suite 900, Dallas, Te)(n 7S240: Attn: Chief Ellecutive Offic�r or $Uc.h other address •$ shall constitute the prln<:ipal place of business of the Q:irporatton. Any and all notices or other communications or �liveries to be provided by the Corporatron hereunder $hall be in writing and delivered pe'l'$onatly, by facslmlle, .sent by a nationally recognized overnight courier seNfce addr�ssed to each Holder at thlil flcslmile telephone number or address of such Holdi!r appearlng on the book$ of the Corporation, or rf no su<:h facsimile telephone number or address appear,, at the prlnclpal place of business of the Hotdt!!r. Anv notice or other i::ornmunicatfon or dellverte, hereunder shall be deemed given and effective on the earliest of (I) the date of trarismlssion, ff such notice or communication Is dell\lered 1110 facslmile at the facslmflt (ii) the second Buslnesi Dav followlng the date of transmhislan lf' sent by a 11atlonallv recosnrted overnight courier service, or (lit) upon actual re<:eipt by the p�rty to whom suth natla: Is required to be given. "Business Dav" shall mean , day which Js not a (a) S.rturday, (b) Sunday or (c) a national hollday observed In the United States. b) Lost or Mutftated Preferred Stock Certificate!. If a Holder'$ Preferred Sto<:k Cfrtlftcate shall be mutilatltd, lost, stolen or destroy•d, the Corporation shall execute and deliver, ln exchange and substitution tor and upon cancellatfon of a motllet4d certlflcate, or In lfeu of or In substitution for a 10$t, stolen or destroyed certtffcate, a new certificate for the 5hares of Preferred Stock so mutilated, Iott, stolen or demoyed but on.Iv upon receipt of evidence of such loss, theft or de$tructlon of suc:h certificate� and ofthe ownerlhlp hereof, and lndemnltv, 1f requested, all reasonably sattsfactorv to the: Corporation. c) Governing Law; Jurisdiction; Venue. All questions concerning the construction, validity, enforcement and Interpretation of this Terms Of Serfes A Preterre.ci Stock shall be governed by and construed and enforced In accordance with the laws of the State of Oelaware without regard to the prfnr:lples of co r,fllcts c,f law theretif, and, If applicable, the fedat'dl law 0f the United Stat@s. Ejch ,:,arty agrees that all legal proceedings concerning the interpretatfon$, enforcement and defen�e of the transactions covered by this Term$ Of Serl!is A Preferred Stock (whether brought against a patty hlilreto or Its r�spectlve affiliates, directors, officer$, shareholders, employees or c1gents) shall be commenced in a state or federal court sitting in the ccunty of Dall� County, Texas. Each party hereto herebv irrevocably submits lo the exclusive Junsdlctlon of a state or federal court slttfng in Dallas Co1.Jntv, Texas for the adjudication of ,my dfspute hereunder er In connection herewith or with any transaction contemplated hereby or disc1.1Ssed herein, and hereby lrrevoi::abPy waivei, end agrees not to assert ln ;:iny suit, action or proc:e�ding, any tlalm that It ts not personally subject to the jurisdiction of any such court, or that a state or fedti!ral court iitting In Dallas County, Texas Is an Improper or lnconve11lent venue for such proceeding. Eac:h party hereto hereby Irrevocably �Ives, to the fullest extent permitted by applicable law, any and all rtght tc trial by Jury In any legal proceeding arising out of or relating to this Terms Of Serles A Preferred Stock or the transactions contemplated hereby. If either party shall commence an actton or proeeeding to enforce a nv provisions of thls Term£ Of Series A Preferred StOl:k, the prevailing party ln such actlQn or proceeding shall be reimbursed by the other party for Its reuonable attorneys' fees and other i:osts aocf incpenses Incurred with the lnvftstfgmlon, preparation and proseeutlon-of suth ac:t.lon or proceeding. d) Waiver. Anv waiver of a breach of any provlsJon of this TGrms Of Series A Preferred Stock shall not operat11 as, or be construed to be, a waiver of any other breach of such provlsl0n or of any bre.ach of anv other provision of this Terms Of series A Preferred Stock. The failure of the Corporation or the Holder to insfst upon strict adherence to .my term ofthls Terms Of Serles A Preferred Stoc:k on one or more 0.cwfOM shall not be considered a waiver or deprive that party of the right thereafter to Insist upon strlci: adherence to that term or any othet term of this Terms Of Serles A Preferrtd Stoc:k. Anv waiver must be fn writing. e) Severabtllty. If arw provision of this Terms Of Serles A PrefQrr4d Stor;;k hi Invalid, Illegal or unenforceable; � balance of this Terms Of Serles A Pr�rred Stock shall remain In �ffect, and If any prevision Is lnappl!cable to any person or circumstance, It shall ne1,1ertheless remain applicabt«: to all other persons and clrcumst�nces. f) Next Business. Day. Whenever any obllgatlon hereunder shall be due on a day other than a Busllle$S Day, such obUgatlon shall be due on the ne)lt suc:ceeding Business Dav. g) Headings. The headings contained herein are for convenience only, dO not constitute a put of this Terms Of Serles A Pref�n-rea Stock and shall not be deemed to limit or affect any of the provfslon$ thereof. It Is Further RESOLVED, that any officer or director of the Corporation be and they huebv are authorized and directed to prepare and file a AMENDED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND llMITATIONS OF SERIES A PREFERRED STOCK In accordance with the foregoing resolution and the provisions of Oelaw-Jre law. t o I °' IN WITNESS WHEREOF, the undersl111ed has executed this Certlfic:11te this�_s-d+nay of July 2017.

Exhibit 1A-3.02

Delaware The First State .I, · JEJ!i"FRE"Jt W. BUL.t.OCK, SECRE'l'ARY OF S'l'ATE OF '1'H1!: S1'ATE OF DELAWAR&', DO HEREBY CER!l'IFY THE AT'l'ACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENI1HEN'l' OF "XCPCNL BUSINESS SERVICES CORPO.RA1'ION'', FILED IN 'nlIS OFFICE ON THE S1ZVI!:N'.r1CEN' DAY OF OCro.Bi:R, A.D. 2018, AT 2:38 O'CLOCK P.M. Page 1 A FILED COPY OF fflIS CERTIFICATE HA$ BEEN FORWARDED XO THE N1CW CASTLE COUNTY RECORDER OF DEEDS. 3976941 8100 SR# 20187187280 You may verify this certificate onllne at corp.delaware.gov/authver.shtml Authentication: 203632310 Date: 10-17-18 Stite of Delaware Secretary ot State Dhiuo• of Corporations Dellrered 02:33 PM 10/17/2018 11LED 0l:38PM 10i1712018 SR 20187187280 - File Numbrr 3976941 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTJFICATE OF DESIGNATION OF PREFERENCES. RIGHTS, AND LIMITATIONS OF SERIES A PREFERRED STOCK XCPCNL Business Services Corporation, a corpc:,ration organized and existing under and by virtue of the General Corporation Law of the State of Delaware, docs hereby certify: FIRST: That pursuant to a unanimous written resolution of the Board of Directors of XCPCNL Business Services Corporation in accordance with Section 141 of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Designation of Preferences. Rights, and Limitations of Series A Preferred Stock of said eorporatiollt declaring said arttendment to be advisable and refcning con..-;ideration thereof to the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Designation of Preferences, Rights, and Limitations of Series A Prefem:d Stock of this corporation be amended to effect a forward split of the issued and outstanding A Preferred Stock of the corporation on a three for one (3/1) bas.is. The number of authorized shares of Series A Preferred Stock will not be changed by this amendment SECOND: Tbat thereafter. p\11'SU1Ult to resolution of its Board of Di rectors. a written consent of a n14jority of the stockholders of said corporation was obtained in accordance with Section 228 of the General Corporation Law of the State of Delaware, pursuant to which a total of S3,S 19.000 votes, constituting 87.27% of the votes entitled to be cast on the action, were voted in favor of the Amendment. THIRD: That thereafter, pursuant to resolution of its Board of Directors, a written consent of all of the Series A Preft:n-ed stockholders of said corporation was obtained in ·accordance with Section 228 of the Genei:al Cotion Law of the State of Delaware, pursuant to which a total of 1,625 s·crics A Preferred Shares, constituting lOOo/4 of the Series A Preferred Shares entitled to vote on the action, were voted in favor of the Amendment FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Cocporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 27th day of September, 2018.

Exhibit 1A-3.03

XCPCNL BUSINESS SERVICES CORPORA TlON, INC, CERTIFICATE OF DESIGNATION OF PREltERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELA WARE GENERAL CORPORATION LAW The undersigned, Irving D. Boyes, hereby certifies that: l . He is the President of XCPCNL Business Services Corporation, Inc., a Delaware corporation ("Corporation"); 2. The Corporation is authorized to issue 1,000,000 shares of Preferred Stock; 3. The following resolutions were duly adopted by the Board of Directors: WH:EREcA􀆩􀆩􀆪􀆪 the Certificate o:fln􀆫􀆫orpor.a!Jon. of the CorporatiO'n provides for a cla􀆬􀆬s of its authorjzedi:sto;ck􀆭􀆭1ow1tas:prefe1red;stockt com:p·rrsed of 1,000,000 shates, $0.01 par value, issuable from :tune tQ time m one or.mor􀀥􀀥 s¢rJe$; ttnd;, WHEREAS, the Board of Directors of the Corporation is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any Series and the designation thereof, of any of the shares; and, WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of 100,000 shares of the preferred stock designated as Series B Preferred Stock, which the Corporation has the authority to issue, as follows; Now Therefore, It Is: RESOLVED, that the Board of Directors does hereby provide for the issuance of a class of preferred stock identified as Series B Preferred Stock and authorize the issuance of 100,000 shares of Series B Preferred Stock for cash or exchange of other securities or other consideration, with the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows: TERMS OF SERIES B PREFERRED STOCK Section 1. Designation, Amount and Par Value. The series of preferred stock shall be designated as Series B Preferred Stock ("Preferred Stack") and the number of shares so designated shall be l 00,000. Each share of Series B Preferred Stock shall have a par value of $0.01 per share. Section 2. Voting Rights. The holders of Series B Preferred Stock shall have no voting rights. Section 3. Dividend Rights. The holders of Series B Preferred Stock shall not be entitled to receive dividends Section 4. Redemption. The Corporation agrees to redeem the Series B Preferred Shares in the fourth year from the date of issuance and continuing each year thereafter until all issued and 11 Page State of Delaware Secrel81J of State Division of Corporations Delivered 06:09 PM 02/18/2020 FILED 06:09 PM 02/18/2020 SR 20201227283 - FlleNumber 3976941 outstanding Series B Preferred Shares are redeemed at a redemption price of $1,000.00 per share but no more than 10,000 shares being redeemed in any one year. Section 5. Conversion. A holder of Series B Prefen-ecl Stock shall not have the right to convert the shares of Series B Preferred held by such holder into shares of Common Stock of the Corporation. Section 6. Priority In Event of Dissolution and Liquidation or Sale of Assets. The holders of Preferred Shares shall be treated equally as holders of the Corporation's common shares in the event of dissolution, liquidation or sale of the Corporations assets, i.e., a "Liquidation Event." Accordingly, the holders of Series B Preferred Shares shall receive the amount per share as will the holders of common stock. Section 7. Shareholder's Agreement. The holders of Series B Preferred Shares shall notify the Corporation of any proposed transfer of the Series B Preferred Shares and shalJ give the Corporation a right of first refusal on a proposed transfer of the Series B Preferred Shares a) Notice of transfer of Series B Preferred Shares shall be given by mailing to the Corporation written notice not less than twenty (20) no more than fifty (50) days prior to the date fixed for such proposed transfer of shares of Series B Preferred Shares to be so transferred, by first class U.S. mail, postage prepaid. If less than all the outstanding Series B Preferred Shares are to be transferred, the redemption may be made pro rata, by lot or i-n such other equitable manner as may be prescribed by resolution of the Board of Directors. b) Notwithstanding the provisions of this Section 7 the Corporation shall not have the right of first refusal with respect to a transfer of Series B Prefe1Ted Shares from a shareholder to an affiliate of such shareholder. c) Subject to the foregoing and to the provisions contained in this Section 7, the Board of Directors shal I have foll power and authority to prescribe the te.rms and conditions upon which Series B Preferred Shares shall be transfened from time to time. Section 8. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be promptly retired and canceJled after the acquisition thereof􀑲􀑲 All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock, to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on reissuance set forth herein. Section 9. Miscellaneous. a) Notices. Any and all notices or other communications of deliveries to be provided by the Holder of Series B Preferred Shares shall be In writing and hand delivered or mailed by U.S. certified mall, postage prepaid addressed to the Corporation at 13601 Preston Road, Suite 900, Dallas, Texas 75240: Attn: Chief Executive Officer or such other address as shall constitute the principal place of business of the Corporation. Any and all. notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, 21Page by facsimile, sent by a nationally recognized overnight courier s ervice addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Corporation, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or delivery, hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication or deliveries hereunder via facsimile at the facsimil e (ii) the second "Business Day following the date of transmission i f sent by a nationally recognized overnight counter service, or (iii) upon actual receipt by the party to whom such notice is required to be given. "Business Day" shall mean a day which is not a (a) Saturday, (b) Sunday or (c) a national holiday observed in the United States. b) Lost or Mutilated Preferred Stock Certificates. ff a Holder's Preferred Stock Certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, i n exchange and substitution for any upon cancellation o f a mutilated certificate, or i n the Lieu o f or i n substitution fo r a lost, stolen o r destroyed certificate for the shares o f Preferred Stock so muti lated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, Jf requested, all reasonably satisfactoty to the : Corporation. c) Governing Law; Jurisdiction; Venue. All questions concerning the construction, validity, enforcement and interpretation of this Tenns of Series B. Preferred Stock shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof, and, if application, the federal law of the United States. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions covered by this Terms Of Series B Preferred Stock (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agent(s) shall be commenced in a state or federal com1 sitting in the county of Dallas County, Texas. Each party hereto hereby irrevocably submits to the exclusive j urisdiction of a state or federal court sitting in Dallas County, Texas. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of a state or federal court sitting in Dallas County, Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby Irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that is not personally subject to the jurisdiction of any such court, or that a state or federal court sitting in Dallas County, Texas is an improper or inconvenient venue for such proceeding. Each party hereto hereby irrevocably waives, to the fullest extent permitted by application law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Terms of Series B Preferred Stock or the transaction contemplated hereby. If either patty shall commence an action or proceeding to enforce any provisions of this Terms of Series B Preferred Stock, the prevailing party in such action or proceeding shall be reimbursed by the other patty for its reasonabl e attorneys' fees and other costs and expenses incurred with the Investigation, preparation and prosecution of such action or proceeding. d) Waiver. Any waiver of a breach of any provision of this Terms Of Series B Preferred Stock shall no operate as, or be construed to be, a waiver of any other breach of such provision or of any breach of any other provision of this Terms Of Series B Pre ferred Stock. The failure of the Corporation or the Holder to insist upon strict adherence to any term of this Terms Of Series B Prefe1Ted Stock on one or more occasions shall not be considered a waiver or deprive that party of 3 I P a g c , ' the right hereafter to insist upon strict adherence to that tetm or any other term of this Tetms Of Series B Preferred Stock. Any waiver must be in writing. e) Severability. If any provision of this Tetms Of S eries B Preferred Stock is invalid, illegal or unenforceable, the balance of this Terms Of Series B Preferred Stock shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. f) Next Business Day. Whenever any obligation hereunder shall be due on a day other than a Business Day, such obligation shall be due on the next succeeding Business Day. g) Headings. The headings contained herein are for convenience only, do not constitute a part of this Terms Of Series B Preferred Stock and shall not be deemed to limit or affect any of the provisj ons thereof. It is FURTHER RESOLVED, that any officer or director of the Corporation be and herby are directed to prepare and file a Cettificate Of Designation Of Preferences, Rights And Limitations in accordance with the foregoing Resolutions and provisions of Delaware Law. e.. IN WITNES S WHEREOF, the unders igned has executed this Certificate the /4. day of Febniary, 2 0 2 0 , e . . . . / . . JHef Executive O · . .c et 4 ! P a g e Delaware Division of Corporations D ivision of Corporations Su rvey 4 0 1 Fed e ral Street, Su ite 4 Dover, DE 1 99 0 1 Fax: 302-739-72 1 9 On a scale of 1 (unacceptable) to 10 (outstanding), please rate the following questions. 1 . How wo u ld you rate the overa l l qua l ity of service p rovided by the D ivision of Corporations? 1 2 3 4 5 6 7 8 9 1 0 NA 2 . How would you rate the c o n ven i e n ce of o u r services? 1 2 3 4 5 6 7 8 9 1 0 NA 3 . H ow wou ld you rate the promptness o f service p rovided? 1 2 3 4 5 6 7 8 9 1 0 NA 4. H ow would you rate the a ccess i b i l ity of the D ivision of Corporations staff? 1 2 3 4 5 6 7 8 9 1 0 NA 5 . H ow wou l d you rate the tra i n i ng/i n fo rmation you received from the D ivision of Corporations staff? 1 2 3 4 5 6 7 8 9 1 0 NA 6 . H ow would you rate the written materials received from the Division o f Corporations? (Were they easy to read and helpfu l? i . e . , g u id e l i n es , forms , D C I S M a n ua l . ) 1 2 3 4 5 6 7 8 9 1 0 NA 7 . Were D ivision of Corporations staff atte ntive a n d helpfu l rel ative t o your comments and concerns? 1 2 3 4 5 6 7 8 9 1 0 NA 8 . D i d D ivision of Co rporatio n s staff d isplay profess i o na l is m & cou rtesy? 1 2 3 4 5 6 7 8 9 1 0 NA 9. Are D ivision of Corporations staff kn owledgeable? 1 2 3 4 5 6 7 8 9 1 0 NA Please let us know a bout expe riences and incidents with the Division of Corporations ( i . e . , staff, eq u i pment, con nectivity, customer service) that i m p ressed or d isappoi nted you . Comments : -􀀇􀀇----........------,----------------- Company n a m e and contact i nformatio n : If you wou l d p refer, you may take this survey o n l i n e at https://surveymonkey.com/r/corporationssurvey PAGE 1 of 1 8090447 DOOLEY & ASSOCIA TES, P.C. 14228 MIDWA Y ROAD SUITE 214 DALLAS, TX 75244 A TTN: MARSHAL W. DOOLEY , -- ,, Service Request# 20201227283 g, t a t e n f i t l a m a r r S'ECRETARV 0 1= STATE DIVISION OF CORPORATIONS P. O . BOX 898 DOVER, DELAWARE 1 990·3 02-18-2020 DESCRIPTION AMOUNT 3976941 - XCPCNL BUSINESS SERVICES CORPORA TION 0151 Stock Designation Stock Designation Fee Receiving/Indexing Surcharge Assessment-New Castle County Page Assessment-New Castle County Data Entry Fee Court Municipality Fee, Wilm. Expedite Fee, 24 Hour TOTAL CHARGES TOTAL PAYMENTS BALANCE $5.00 $1 15. 00 $6.00 $45.00 $5. 00 $20.00 $100.00 $296. 00 $296. 00 $0.00

Exhibit 1A-4.01

SUBSCRIPTION AGREEMENT

BETWEEN

________________________

AND

XCPCNL Business Services Corporation

This SUBSCRIPTION AGREEMENT (this “Agreement”) effective ___________________, by and between, XCPCNL Business Services Corporation, a Delaware corporation (the “Seller”) and ___________________________________ (the “Purchaser”) with respect to the following facts and circumstances:

A. Seller is a publicly held Delaware corporation, (“the Company”), and,

B. Purchaser desires to purchase the Securities at the purchase price and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, representations and warranties set forth herein, each of the parties hereto hereby agrees as follows:

1.1 Purchase of Common Stock.

1.1.1 Purchase. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser the Securities, _____________________ shares at per share of $__________ for total consideration of $______________________.

1.1.2 Receipt of Information: Purchaser represents that it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Purchaser further represents that it has had the opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the purchase of the Shares and the business, properties, prospects and financial condition of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to him which he has access.

1.1.3 Purchase Entirely For Own Account: The Purchaser represents that the Shares to be purchased will be acquired for investment purposes for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. 

1.2 Delivery of Securities. The Securities shall be transferred upon payment by Purchaser to Seller at (the “Issue Date”), to the Purchaser.

1.3 Further Assurances. Each of the parties hereto shall execute any and all further documents and writings and perform such other reasonable actions that may be or become necessary or expedient to effectuate the purchase of the Securities as contemplated hereby.       

2. Representations, Warranties and Covenants of Seller.

2.1 As an inducement for Purchaser to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller represents, warrants, and agrees as follows:

2.1.1 This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by limitations on the availability of equitable remedies).

2.1.2 On the Issue Date, Seller will deliver the Securities free and clear of any liens, claims, security interest or other encumbrances created by or through Seller, and Seller has full power and right to issue the Securities pursuant to the terms hereof. On and at all times after the Issue Date, all of the Securities shall be duly authorized, validly issued, fully paid, and non-assessable.

3. Representations, Warranties and Covenants of the Purchaser. 

3.1. The Purchaser hereby represents, warrants and covenants to the Company and each officer, employee and agent of the Company that The Purchaser is either (i) an “accredited investor” within the meaning of SEC Regulation D, as presently in effect; or (ii) investing 10% or less of Purchaser’s gross income.

3.2 The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities.

3.3 The Purchaser recognizes that this investment in the Securities involves a high degree of risk which may result in the loss of the total amount of his/her investment. The Purchaser acknowledges that it has carefully considered all risks incident to the purchase of the Securities and that he/she has been advised and is fully aware that an investment in the Company is highly speculative.

3.4 The Purchaser is acquiring the Securities for its own account (as principal) or for the account of his spouse (either in a joint tenancy, tenancy by the entirety or tenancy in common) or for his family trust for investment and not with a view to the distribution or resale thereof.

3.5 The Purchaser is aware that it must bear the economic risk of its investment in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and therefore cannot be sold unless they are subsequently registered under the Securities Act of 1933, as amended, and any applicable state securities laws or unless an exemption from such registration is available and, further that only the Company can take action to register the Securities and the Company is under no obligation and do not propose to attempt to do so.

3.6 The Purchaser represents that it has never been guaranteed or warranted to the undersigned by the company, its officers or directors or by any other person, expressly or by implication, that the undersigned will receive any approximate or exact amount of return or other type of consideration, profit or loss as a result of any investment in the Securities; or that the past performance or experience on the part of the Company, any director, officer or any affiliate, will in any way indicate or predict the results of the ownership of Securities or of the overall success of the Company.

3.7 The Purchaser understands and agrees that the following restrictions and limitations imposed by the Securities Act of 1933, as amended, and by applicable state securities laws, are applicable to his/her purchase and the resale, assignment, pledge, hypothecation or other transfer of the Securities.

3.7.1 The Purchaser agrees that the Securities shall not be sold, assigned, pledged, hypothecated or otherwise transferred unless they are registered under the Securities Act of 1933, as amended, and applicable state securities laws or unless an exemption from such registration is available.

3.7.2 A legend in substantially the following form will be placed on each Certificate and will be placed on any certificate(s) or other document(s) evidencing the Securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS SUCH TRANSACTION IS DULY REGISTERED UNDER THE ACT OR UNLESS IN THE OPINION OF COUNSEL FOR THE COMPANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION PROVISION OF THE ACT. THE SALE, IF ANY, OF THESE SECURITIES SHALL BE GOVERNED BY THE PROVISIONS OF RULE 144 OR ANY OTHER RULE PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

3.7.3 Stop transfer instructions have been or will be issued with respect to the Securities so as to restrict the resale, assignment, pledge, hypothecation or other transfer thereof. 

4. Indemnification. The undersigned acknowledges that he/she understands the meaning and legal consequences of the representations, warranties and covenants set forth in Section 3 hereof and that the Company has relied and will rely upon such representations, warranties, covenants and certifications, and he/she hereby agrees to indemnify and hold harmless the Company and its respective officers, directors, controlling persons, agents and employees, from and against any and all loss, damage or liability, joint or several, and any action in respect thereof, to which any such person may become subject due to or arising out of a breach of any such representation, warranty or covenant or the inaccuracy of such certifications. Notwithstanding the foregoing, however, no representation, warranty, acknowledgement, or agreement made herein by the undersigned shall in any manner be deemed to constitute a waiver of any rights granted to him/her under federal or state securities laws.

5. Miscellaneous.

5.1 All representations and warranties of Seller made under Section 2 of this Agreement shall survive for a period of one (1) year from execution hereon.

5.2 This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements, representations, warranties, statements and understandings, whether oral or written, with respect to the subject matter hereof.

5.3 This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflict of law provisions thereof.

5.4 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assign. This Agreement and the rights and obligations of the parties hereto shall not be assignable by any party hereto without the written consent of the other parties hereto.

5.5 The validity, legality, or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect.

5.6 None of the terms or provisions of this Agreement shall be modified, waived, or amended, except by a written instrument signed by the party against which any modification, waiver, or amendment is to be enforced.

5.7 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(Signature page follows.)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Seller acknowledges receipt of funds this _________________day of ____________20___.

Exhibit 1A-6.01

SHARE PURCHASE AGREEMENT AGREE ENT, made effective this Oct 1, 2021 (the "Effective Date") by and among COLORADO D􀀳􀀳 STRIBUTION GROUP LLC, a Colorado corporation, ("COG"); XCPCNL BUSINESS SE VICES CORP, a Delaware corporation ("XCPL"); 1721 BELVEDERE TRUST (referredlto as "Shareholder"), and GREG BOYES, MARSHALL DOOLEY as officers and directors of I CPL ("XCPL Officers") RECITALS WHERE. S, COG desires to acquire all of the issued and outstanding shares of Preferred Stock of XCPL 􀁭􀁭4,875 shares of Series A and 1,000 shares of Series B) plus an additional 31,182,000 sharer of Common Stock in exchange for a total cash purchase of $200,000 (the "Purchase"), from Shareholder. XCPL, and XCPL Officers, agree to settle the material outstanding XCPJl debt, currently listed as an Addendum to this document and presented to COG, I according to the treline provided herein; and WHEREAS, Simultaneous with the closing of the transactions contemplated by the Purchase, XCPL shall enter into a transaction transferring XCPL assets to a new entity as designated by XC L Officers. WHERE S, COG, XCPL and the Shareholders agree to enter into this Agreement which shall result in CD controlling a majority of XCPL via XCPL Preferred Stock, as well as Common Stock. NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto intending to be legally bound hereby, agree as follows: ARTICLE I SALE OF SECURITIES 1.01 Sale. Subject to the terms and conditions of this Agreement, XCPL agrees to sell the Shares, andODG shall purchase the Shares, for a total of Two Hundred Thousand Dollars ($200,000 U.S.) (the "Purchase Price" or "Funds"). This is a private transaction between the Seller and Purcharr. 1.02 Escrow Agent. The Seller and Purchaser hereby appoint Business GPS LLC to act as the Escrow !Agent ("Escrow Agent") as to the distribution of the Purchase Price Funds received for the die of the Shares and distribution of the Shares and documents of XCPL to be held in the Escro{ Account. The Seller has forwarded, for review by the Purchaser, any and all documents of XCPL which Purchaser l as requested. It is under tood by the Parties that the current assets and liabilities shall be spun out into a separate entity ("Spin Off'), at (or post), closing. As such, the existing assets (including money owed on Companf Receivables and SBA Loan Applications) shall be deposited into accounts )> A a under the exclusi~e control of the Escrow Agent and XCPL Officers. In addition, the existing liabilities of XC, L shall be the responsibility of the Spin Off. 1.03 B~fance of Purchase Price. The payments will be held in the Escrow Account and shares will be relrased as payments are made via wire and all stock certificates, stock powers and corporate shall be sent as instructed by the Purchaser, and the payments shall be disbursed as per instructions of thf Seller. It is understood by the Parties that the money held in escrow shall be allocated at the dr cretion of the Escrow Agent as well as the XCPL officers. SECTION 1.1 Transfer of Shares. Subject to all of the terms and conditions of this Agreement, the p~rties hereto agree that, at Closing, for the purchase price of $200,000, COG shall receive all of the shares of Preferred Stock (5,875) plus 31 ,182,000 shares of Common Stock. as set forth on Sche ule I, currently held by Shareholder. ARTICLE II REPRESENTATIONS AND WARRANTIES OF XCPL AND THE SHAREHOLDER XCPL anl the Shareholders hereby represent and warrant to COG that: SECTION 2.1 Capitalization. The outstanding and issued capital stock of XCPL consists of 2so,oqo,oo Common Shares Authorized, and 1,000,000 Preferred Shares Authorized. SECTION 2.2 Title to the Shares. Upon consummation of the Contemplated Transactions and lthe satisfaction of the conditions to Closing set forth herein, COG will own all of the issued and putstanding shares of capital stock of XCPL, free and clear of any Lien. At the Closing, The Shafeholder of XCPL will deliver XCPL Shares to COG free and clear of any Lien, other than restrictions imposed by the Securities Act of 1933, as amended, (the "Securities Act") and applicable securities Laws including the laws of the State of Delaware. s J CTION 2.3 Authority Relative to this Agreement. At the Closing, XCPL will have full power, \capacity and authority to execute and deliver each Transaction Document to which it is or, at ~ losing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by XCPL and the f hareholder of each Transaction Document and the consummation of the Contemplated Transactions to which XCPL and/or the Shareholder are, or at Closing, will be, a party will have bden duly and validly authorized by XCPL and The Shareholder and no other acts by or on behalf pf XCPL or the Shareholder will be necessary or required to authorize the execution, delivery and performance by each of XCPL and the Shareholder of each Transaction Document and the consummation of the Contemplated Transactions to which it or he is or, at Closing, will be, a party. This Agreement and the other Transaction Documents to which XCPL or the Shareholder is a party have been duly and validly executed and delivered by XCPL or the Shareholder, respf ctively, and (assuming the valid execution and delivery thereof by the other parties thereto) fill constitute the legal, valid and binding agreements of XCPL and the Shareholder, respectively, enforceable against XCPL and the Shareholder in accordance with their 2 respective terms, \except as such obligations and their enforceability may be limited by applicable bankruptcy and <j>ther similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any procetjding therefor may be brought (whether at law or in equity). s J cTION 2.4 No Conflicts: Consents. The execution, delivery and performance by XCPL of eacp Transaction Document to which it is a party and the consummation of the Contemplated Transactions to which XCPL is a party, upon approval of the Shareholder will not: (i) violate any prdvision of the certificate of incorporation or by-laws ofXCPL; (ii) require XCPL to obtain any conf ent, approval or action of or waiver from, or make any filing with, or give any notice to, any G9vernmental Body or any other person; (iii) violate, conflict with or result in a breach or default I under (with or without the giving of notice or the passage of time or both), or permit the suspe~ion or termination of, any material Contract (including any Real Property Lease) to which XCPL i a party or by which it or any of its assets is bound or subject, or to the best of Company's kno ledge and information result in the creation of any Lien upon any of XCPL Shares or upon a~y of the Assets ofXCPL; (iv) violate any Order, any Law, of any Governmental Body against, or binding upon, XCPL or upon any of their respective assets or the Business; or (v) violate or res~lt in the revocation or suspension of any Permit. s J CTION 2.5 Corporate Existence and Power. XCPL is a corporation duly organized, validl~ existing and in good standing under the laws of the State of Delaware, and has all requisite powers, authority and all Permits required to own and/or operate its Assets and to carry on the Busi~ess as now conducted, including all qualifications under any statute in effect in any state or foreign jurisdiction in which XCPL operates its Business. XCPL is duly qualified to do business and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necersary. S~TION 2.6 Charter Documents and Corporate Records. XCPL has heretofore del ivered to CDG1true and complete copies of the Articles oflncorporation, By-Laws and minute books, or comparyible instruments, of XCPL as in effect on the date hereof. The stock transfer books of XCPL hf ve been made available to COG for its inspection and are true and complete in all respects. \ SECTION 2.7 Financial Statements. (a) XCPL has set forth true, complete and correct copies of: (i) XCPL and the Subsidiary's fipancial statements as of and for the period of inception to ___ (the "Interim Statements"); an9 (ii) all management letters, management representation letters and attorney response letters, i~ any, issued in connection with the Interim Statements. The Interim Statements present fairly and r,ccurately in all material respects the financial position of XCPL as of its date, and the earnings, changes in stockholders' equity and cash flows thereof for the periods then ended in accordance wittt GAAP, consistently applied. Each balance sheet contained therein or delivered pursuant hereto fully sets forth all consolidated Assets and Liabilities of XCPL existing as of its date which, under1 GAAP, should be set forth therein, and each statement of earnings contained 3 therein or delivered pursuant hereto sets forth the items of income and expense of XCPL which should be set forth therein in accordance with GAAP. \ (b) All financial, business and accounting books, ledgers, accounts and official and othe~ records relating to XCPL have been properly and accurately kept and completed, and XCPL has np knowledge, notice belief or information there are any material inaccuracies or discrepancies cor ined or reflected therein. S~CTION 2.8 Corporate Documents. Each of the following documents, which shall be true, corpplete and correct in all material respects, will be delivered to Purchaser at the Closing: (i1 (ii? (iii) (ij ) Certificate of Incorporation and all amendments thereto; Bylaws and all amendments thereto; Minutes and Consents of Shareholders; Minutes and Consents of the board of directors; (v) List of officers and directors; (vO Certificate of Good Standing from the Secretary of State of Delaware; (v~i) Current Shareholder list from the Transfer Agent; and (viii) EDGAR filing codes and passwords. SECTION 2.9 Liabilities. XCPL has not incurred any Liabilities since ___ _ (the "Latest Bala~ce Sheet Date") except (i) current Liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of the Business and consistent witlh past practice. I SEfTION 2.10 The Parties acknowledge that there are existing liabilities inside XCPL. It is agree , to by the parties that the Liabilities listed on Schedule 3.3 shall be resolved by I the XCPL Office~s, within 9 months of Closing. If however, such liabilities limited CDG and XCPL's ability to operate and move forward, CDG and XCPL shall give XCPL Officers 15 days to resolve the ma1jter. In addition, XCPL Officers agree to indemnify CDG and XCPL for up to $100,000 of addit/onal liability, only if such liability limits CDG and XCPL's ability to operate for a period of Ulj> to 12 months from Closing. Such funds, if required, shall only come from existing SBA EIDL loan applications that are currently outstanding. 4 SECTION 2.11 Company Receivables. Except to the extent of the amount of the allowancelfor doubtful accounts reflected in the Interim Statements, all the Receivables of XCPL reflected herein, and all Receivables that have arisen since the Latest Balance Sheet Date (except Receivaoles that have been collected since such date), are valid and enforceable Claims subject to no kn?wn defenses, offsets, returns, allowances or credits of any kind, and constitute bona fide Receivables collectible in the ordinary course of the Business except as enforceability may be limited ]by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws or principles of equity affecting the enforcement of creditors rights generally. J CTION 2.12 Absence of Certain Changes. Since _____ , XCPL has conducted the BJ siness in the ordinary course consistent with past practice, and there has not been: (i) Any material adverse change in the Condition of the Business; (ii) Any material damage, destruction or other casualty loss (whether or no~ covered by insurance), condemnation or other taking affecting the Business or the Assets of X[ PL; (iii) Any change in any method of accounting or accounting practice by XC L; \ (iv) Except for normal increases granted in the ordinary course of business, an~ increase in the compensation, commission, bonus or other direct or indirect remuneration ~aid, payable or to become payable to any officer, stockholder, director, consultant, age?t or employee of XCPL, or any alteration in the benefits payable or provided to any thereof; (v) Any material adverse change in the relationship of XCPL with its employf es, customers, suppliers or vendors; (vi) Except for any changes made in the ordinary course of Business, any faterial change in any of XCPL's business policies, including advertising, marketing, selling, pricing, purchasing, personnel, returns or budget policies; (vii) Any agreement or arrangement whether written or oral to do any of the foregoing. 1 (viii) XCPL has no Liability that is past due and which, individually or in the aggregate, exceeds $10,000, except as shown on the Interim Statements. SE]CTION 2.13 Contracts. True and complete copies of all written Contracts (including all amJndments thereto and waivers in respect thereof) and summaries of the material provisions of all 9ral Contracts so listed have been made available to COG. 5 ( ) All Contracts to which XCPL is a party are valid, subsisting, in full force and effect and bin~ing upon XCPL and the other parties thereto, in accordance with their terms, except that no 1 ._epresentation or warranty is given as to the enforceability of any oral Contracts. (') XCPL owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. XCPL has no{ forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or o\er proprietary right used in the conduct of the Business as now conducted. (9) To the extent used in the conduct of the Business by XCPL, each of the licenses or other contrafts relating to XCPL' Intellectual Property (collectively, the "Intellectual Property Licenses") is if. full force and effect and is valid and enforceable in accordance with its terms, subject to apAlicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of e~uity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by XCPL or, t? XCPL' knowledge, by any other party thereto, and to XCPL' knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by XCPL thereunder. SIECTION 2.14 Claims and Proceedings. There are no outstanding Orders of any Governmental B◊dy against or involving XCPL, its Assets, the Business, or XCPL Shares. There are no actions, suits, claims or counterclaims, examinations, Company Required Consents or legal, administrative, gbvernmental or arbitral proceedings or investigations (collectively, "Claims") (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance), pending or, to the best of XCPL' knowledge, threatened on the date hereof, against or involving XCPL, its Assets, the Business or XCPL Shares. SECTION 2.15 Taxes. (i) XCPL has timely filed or, if not yet due but due before Closing, will ti?1ely file all Tax Returns required to be filed by it for all taxable periods ending on or before the date of Closing and all such Tax Returns are or, if not yet filed, will be, upon filing, true, correct and complete in all material respects; (ii) XCPL has paid, or if payment is not yet due but due before Closing, will promptly pay when due to each appropriate Tax Authority, all Taxes of XCPL shown as due on the Tax Returns required to be filed by it for all taxable periods ending on or before the date bf Closing; (iii) the accruals for Taxes currently payable as well as for deferred Taxes shown on the financial statements of XCPL as of the date of the Interim Statements or tlie date of any financial statements delivered hereunder: (A) adequately provide for all contingemt Tax Liabilities of XCPL as of the date thereof; and (B) accurately reflect, as of the date thereof, all unpaid Taxes of XCPL whether or not disputed, in each case as required to be reflected t~ereon in order for such statements to be in accordance with GAAP; 6 (iv) no extension of time has been requested or granted for XCPL to file a y Tax Return that has not yet been filed or to pay any Tax that has not yet been paid and XCPL has not granted a power of attorney that remains outstanding with regard to any Tax matter; (v) XCPL has not received notice of a determination by a Tax Authority that [axes are currently owed by XCPL (such determination to be referred to as a "Tax Deficiency") a~d, to XCPL' knowledge, no Tax Deficiency is proposed or threatened; (vi) all Tax Deficiencies have been paid or finally settled and all amounts deti rmined by settlement to be owed have been paid; (vii) there are no Tax Liens on or pending against XCPL or any of the Assets, o her than those which constitute Permitted Liens; (viii) there are no presently outstanding waivers or extensions or requests for a waiver or extension of the time within which a Tax Deficiency may be asserted or assessed; I [ (ix) no issue has been raised in any examination, investigation, Company Req~ired Consents, suit, action, claim or proceeding relating to Taxes (a "Tax Company Required Consents") which, by application of similar principles to any past, present or future period) would result in a Tax Deficiency for such period; (x) there are no pending or threatened Tax audits of XCPL; (xi) XCPL has no deferred intercompany gains or losses that have not been fully taken into income for income Tax purposes; I (xii) there are no transfer or other taxes (other than income taxes) imposed lby any state on XCPL by virtue of the Contemplated Transactions; and (xiii) no claim has been made by any Tax Authority that XCPL is subject to Tax in a jurisdiction in which XCPL is not then paying Tax of the type asserted. Each reference to~ provision of the Code in this Section 2.16 shall be treated for state and local Tax purposes as al reference to analogous or similar provisions of state and local law. SEf=TION 2.16 Compliance with Laws. XCPL is not in violation of any order, judgment, injunction, award, citation, decree, consent decree or writ (collectively, "Orders") and to the best of XCJL' knowledge, belief and information, any Laws of any Governmental Bodies affecting XCPL, XCPL Shares or the Business. SECTION 2.17 Permits. XCPL has obtained all licenses, permits, certificates, certificates of occGpancy, orders, authorizations and approvals (collectively, "Permits"), and has made all required registrations and filings with all Governmental Bodies, that are necessary to the ownership of the 4 ssets, the use and occupancy of the Leased Real Property, as presently used and operated, and the conduct of the Business or otherwise required to be obtained by XCPL. All 7 Permits required o be obtained or maintained by XCPL are listed on Schedule 2.18 and are in full force and effect; o violations are or have been recorded, nor have any notices or violations thereof been received, in lrespect of any Permit; and no proceeding is pending or threatened to revoke or limit any Permit; and the consummation of the Contemplated Transactions will not (or with the giving ofnotice o1 the passage of time or both will not) cause any Permit to be revoked or limited. SECTION 2.18 Environmental Matters. To the best of XCPL' knowledge, belief and information, kcPL is, and at all times has been, in full compliance with, and has not been and is not in violatio1 of or liable under, any Environmental Law. S~CTION 2.19 Finders Fees. There is no investment banker, broker, finder or other intermediaf which has been retained by or is authorized to act on behalf of XCPL who might be entitled to any fee or commission from XCPL in connection with the consummation of the Contemplated Transactions. s J CTION 2.20 Disclosure. Neither this Agreement, the Schedules hereto, nor any reviewed or unau~ ited financial statements, documents or certificates furnished or to be furnished to COG or COG 9y or on behalf of XCPL or the Shareholder pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. Except for general current e<lonomic conditions effecting the entire economy or XCPL' entire industry and not specific to the rusiness, there are no events, transactions or other facts known by XCPL, which, either individually or in the aggregate, may give rise to circumstances or conditions which would have a material a1verse effect on the general affairs or Condition of the Business. ARTICLE III REPRESENTATIONS AND WARRANTIES OF COG. XCPL represents and warrants to COG that: SEFTION 3.1 Organization. XCPL is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, has all necessary corporate powers to own its propertieJ and to carry on its business as now owned and operated, and duly qualified to do business in e~ch of such states and other jurisdictions where its business requires such qualification. XCfL may change its domicile to prior to closing of the transactions contemplated by this Agreeme11t (the "Closing"). XCPL has heretofore delivered to COG true and complete copies of the Cer1iificate of Incorporation and By-laws of XCPL as in effect on the date hereof. The stock books ~f XCPL which have been made available to COG for its inspection are true and complete. The stockholders are the sole record and beneficial owner of all of the outstanding capital stock of f'CPL and there are no options, warrants or other agreements of any kind outstanding or proposed to be issued with respect to the capital stock of XCPL. SECTION 3.2 SECTION 3.1 Capital. The authorized capital stock of XCPL consists of250,00p,ooo shares of Common Stock, $0.0001 par value, of which 83,022,740 shares of Common Stock are issued and outstanding as of the date hereof and will be issued and outstanding as of the Closing; and 1,000,000 authorized Preferred Shares, $0.01 par value, of which 5,875 are issued and outstanding as of the date hereof. All outstanding shares are fully paid and non-assessablb, free of liens, encumbrances, options, restrictions and legal or equitable rights 8 of others not a party to this Agreement. As of the date hereof, and as of the Closing, there are and will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or chmmitments obligating XCPL to issue or to transfer from treasury any additional shares of its capital stock. None of the outstanding shares of XCPL is subject to any stock restriction agre1ments. There are approximately shareholders of record of XCPL. All of such shareholders ha~ valid title to such shares and acquired their shares in lawful transaction and in accordance with Delaware corporate law and the applicable securities laws of the United States. S CTI ON 3.3 Assets and Liabilities. At Closing, Spin Off and XCPL Officers shall be responsible fi r the liabilities specified in Schedule 3 .3. It is understood by the Parties that XCPL shall remove all other assets and liabilities with the Spin Off company or in some other method acceptable to bor XCPL Officers and COG. In addition, the J;>arties agree that up to $400,000 shall be held in Escrow and used to settle liabilities specififd in Schedule 3.3. Such monies shall consist of 1) the Purchase Price called for under this agreement; and 2) any, and all, SBA loan money already applied for in the name of XCPL or related\entities. Any funds over and above $400,000 shall be released to XCPL Officers immediately. Escrow shall terminate the sooner of 1 year from first funding or the settlement of the\ liabilities specified in Schedule 3.3 It is agreed that all SBA money repayment shall be the responsibility of Spin Off and XCPL Officers. SfCTION 3.4 Compliance with Laws. To the best of the officers and directors of XCPL knowledge and belief, XCPL has complied with all, and is not in violation of any, applicable order, judgment, injunction, award, decree or writ (collectively, "Orders"), or any applicable law, statute, code, ordinance, rule, regulation or other requirement (collectively, "Laws"), includihg, without limitation, any applicable building, zoning, environmental or other law, ordinance, or regulation, of any government or political subdivision thereof, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision, or rny court or arbitrator (collectively, "Governmental Bodies") affecting its properties or the operation of its business, except where non-compliance would not have a materially adverse effect on the business or operations of XCPL. XCPL has not made any illegal payment to officers or employees of any Governmental Body, or made any illegal payment to customers for thd sharing of fees or to customers or suppliers for rebating of charges, or engaged in any other illegal reciprocal practice, or made any illegal payment or given any other illegal consideration to wurchasing agents or other representatives of customers in respect of sales made or to be made by rCPL. SECTION 3.5 Litigation. XCPL is not a party to any suit, action, arbitration, or legal, administra~ive, or other proceeding, or governmental investigation pending or, to the best knowledge and bFlief of XCPL, threatened against or affecting XCPL or its business, assets, or financial condition; other than what is disclosed on Schedule 3.3 of this Agreement.. To the best of the officers and directors of XCPL knowledge and belief, XCPL is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instruflilentality applicable to it. XCPL is not engaged in any lawsuits to recover any material amount M monies due to it except as disclosed herein.:. 9 SECTION 3.6 Authority. The Board of Directors of XCPL has authorized the execution of this Agreement and the transactions contemplated herein, and since it has been approved by a s~areholder representing greater than 50% of the total issued and outstanding Preferred stock 9f XCPL it has full power and authority to execute, deliver and perform this Agreement and t~is Agreement will be the legal, valid and binding obligation of XCPI, enforceable against COG in accordance with its terms and conditions, except as may be limited by bankruptcy and insolvency Its and by other laws affecting the rights of creditors generally. S CTION 3.7 Ability to Carry Out Obligations. The execution and delivery of this Agreement b XCPL and the performance by XCPL, to the best of the officers and directors of XCPL knowledge and belief, will not conflict with or result in (a) any material breach or violation of any or the provisions of or constitute a default under any license, indenture, mortgage, charter, instrume~t, certificate of incorporation, bylaw, or other agreement or instrument to which XCPL is a party, or by which it may be bound, nor will any consents or authorizations of any government body or other party other than those hereto be required, (b) an event that would violate, conflict with or r1sult in the breach of any of the terms of, result in a material modification of the effect of, or otheirwise cause the termination of or give any other contracting party to a contract, agreement, inden~ure, note, bond, loan, instrument, lease, conditional sale contract, purchase order, sales order, agreement with customer, agreement with supplier, union contract, collective bargaining agreement, mortgage, license, permit, franchise, commitment or other binding arrangement, wh~her written, oral, express or implied, ("Contract") the right to terminate, or constitute (or wit notice or lapse of time or both constitute) a default (by way of substitution, novation or other ise) under any contract to which XCPL is a party or by or to which it or any of its properties may be bound or subject, or result in the creation of any mortgage, lien, pledge, charge, security i,terest or encumbrance of any kind upon the properties of XCPL or to accelerate the maturity of any indebtedness or other obligation of XCPL, or (c) an event that would result in the creation or imr osition of any material lien, charge, or encumbrance on any asset of XCPL. SECTION 3.8 Subsidiaries. Except with respect to the transactions contemplated by this Agreement, XCPL will not have any subsidiaries (whether held directly or indirectly) or any equity investrent in any corporation, partnership, joint venture or other business at the time of Closing. SECTION 3.9 Disclosure. Neither this Agreement, the Schedules hereto, nor any documents or certificates furnished or to be furnished to COG by or on behalf of XCPL pursuant to this Agreemen1 contains or will contain any untrue statement of a material fact or omits or will omit to state a m*erial fact necessary in order to make the statements contained herein or therein not misleading. ARTICLE IV ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER ARTICLE V PRE-CLOSING COVENANTS SECTION 5.1 Investigative Rights. From the date of this Agreement each party shall provide to tfe other party, and such other party's counsels, accountants, auditors, and other authorized representatives, full access during normal business hours to all of XCPL's properties, 10 books, contracts, commitments, and records for the purpose of examining the same. Each party shall furnish th9 other party with any information concerning XCPL's affairs as the CDG may reasonably requTst. S~CTION 5.2 Conduct of Business. Prior to the Closing, XCPL shall conduct its business in the 1ormal course, and shall not sell, pledge, or assign any assets, without the prior written approval \ofthe other party, except in the regular course of business. XCPL shall not amend its Articles of lnforporation or Bylaws, declare dividends, redeem or sell stock or other securities, incur additional ?r newly-funded liabilities, acquire or dispose of fixed assets, change employment terms, enter into ~ny material or long-term contract, guarantee obligations of any third party, settle or discharge any \balance sheet receivable for less than its stated amount, pay more on any liability than its stated atnount, or enter into any other transaction other than in the regular course of business. ARTICLE VI COVENANTS I SIECTION 6.1 Prompt resignation of officers and directors: Upon Closing, Timothy Matthe~s shall be elected or appointed as Chief Executive Officer and Chairman of the Board of Directors of XCPL. I • S~CTION 6.2 Asset Transfer. The parties acknowledge and agree that simultaneous wit~ the consummation of the transactions contemplated by the Exchange, (i) XCPL shall transfer XCPL assets to Spin Off, as designated by XCPL Officers and confirmed by CDG. It is agreed that any funds from the SBA, for loans already applied for in the name of XCPL (or related entities) 4all be the property of Spin Off. ARTICLE VII CLOSING SECTION 7.1 Closing. The Closing of this transaction shall be held virtually, or such other place ~s shall be mutually agreed upon, on such date as shall be mutually agreed upon by the parties. In the event the Closing herein has not been completed by: August 30th, 2021 any party hereto may tmiinate this agreement and in such event this Agreement shall be null and void. (a) The Shareholder shall present the certificates representing his shares of XCPL being purchased by CDG, and such certificates will be duly endorsed. (b) CDG will pay the remaining balance of $160,000 over 5 months (c) CDG shall deliver a signed consent and/or Minutes of the Directors of CDG approving this Aareement and each matter to be approved by the Directors of CDG under this Agreement. (d) All funds will be paid into an escrow account managed by Escrow Agent 11 ARTICLE ym MISCELLANEOUS SEbTION 8.1 Captions. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement. SEFTION 8.2 No Oral Change. This Agreement and any provision hereof, may not be waived, ch~nged, modified, or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. SEh TION 8.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of any co~;nant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, C(])Venants, or conditions of this Agreement or to exercise any option herein contained shall ~ot be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision here~f shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one 9reach by another party shall be construed as a waiver with respect to any other or subsequent breach. SECTION 8.4 Time of Essence. Time is of the essence of this Agreement and of each and every prfvision hereof. SECTION 8.5 Entire Agreement. This Agreement contains the entire Agreement and understanding among the parties hereto, supersedes all prior agreements and understandings, and constitutes a complete and exclusive statement of the agreements, responsibilities, representations a1d warranties of the parties. SEtTION 8.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SE~TION 8.7 Notices. All notices, requests, demands, and other communications under this Agree"fent shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given or delivered by a national courier service, or on the third day after mailing if mailed to the party to whom notice is to be given, by first clkss mail, registered or certified, postage prepaid, and properly addressed as follows: I ToCDG: 12 To XCPL Officers: To Shareholder: SECTION 8.8 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executdrs, personal representatives, successors and assigns of each of the parties to this Agreement. I SECTION 8.9 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve t~e purpose of this Agreement, and shall execute such other and further documents and take such oth~r and further actions as may be necessary or convenient to effect the transaction described herein. SECTION 8.10 Announcements. COG and XCPL will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the genfral public or to employees, customers or suppliers. SECTION 8.1 l Expenses. Each party will pay its own legal, accounting and any other out-of-pocket expenses reasonably incurred in connection with this transaction, whether or not the transactio? contemplated hereby is consummated. SECTION 8.12 Brokerage. XCPL and COG each represent that no finder, broker, investment banket or other similar person has been involved in this transaction. Each party agrees to indemnify and hold the others harmless from payment of any brokerage fee, finder's fee or commission claimed by any other person or entity who claims to have been involved in the transaction herein because of an association with such party. SE~TION 8.13 Survival of Representations and Warranties. The representations and warranties of the parties set forth in this Agreement or in any instrument, certificate, opinion, or other writing providing for it, shall survive the Closing irrespective of any investigation made by or on behalf of any party for a period of one year. Notwithstanding anything contained herein, any obligation to irdemnify pursuant to a claim given within the applicable period hereunder shall continue in effect r ntil such indemnification obligation is satisfied. I 13 SE TION 8.14 Exhibits. As of the execution hereof, the parties hereto have provided each other with the Exhibits provided for hereinabove, including any items referenced therein or requild to be attached thereto. Any material changes to the Exhibits shall be immediately discl1sed to the other party. SECTION 8.15 Arbitration of Disputes. Any dispute or controversy arising out of or relating to this\ Agreement, any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement, or any breach of this Agreement or any such document or instrument shall be settled by arbitration in accordance with the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitration shall be final , conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decisi1n in any court having jurisdiction. Each party in such arbitration shall pay their respective costs and expenses of such arbitration and all the reasonable attorneys' fees and expenses of their lespective counsel. SEtTION 8.16 Facsimile Execution. This Agreement may be executed in counterparts by original or telefax signatures, and all counterparts of this Agreement which are executed by telef,x signature shall be valid and binding as original signatures for all purposes. SEt TION 8.17 Choice of Law. This Agreement and its application shall be governed by the laws of the state of Delaware. 14 •IN WI NESS WHEREOF, the parties hereto have caused this Agreement to be executed by their autho · zed representatives, all as of the date first written above. D (a Colorado corpora tion) By: /?ht, ~ Name: Tim Matthews Title: President 16 SCHEDULE I PREFERRED AND COMMON SHARES At Closing There Are Outstanding: 83,022,740 Common Shares 4,875 Series A Preferred Shares 1,000 Series B Preferred Shares Shares Transferred At Closing: 31,182,000 Common Shares 4,875 Series A Preferred Shares 1,000 Series B Preferred Shares 16

Exhibit 1A-12.01 

Jeffrey Turner – Attorney at Law

897 Baxter Drive

So. Jordan, Utah 84095

(801) 810-4465

Admitted in the State of Utah

November 30, 2021

Timothy Matthews

Chief Executive Officer

XCPCNL Business Services Corporation

4125 Clemmons Rd. Suite 289

Clemmons, NC 27012

Dear Mr. Matthews:

I have acted, at your request, as special counsel to XCPCNL Business Services Corporation, a Delaware corporation (the “Company”), for the purpose of rendering an opinion as to the legality of 200,000,000 shares of Company common stock, no par value, offered by the Company at a price to be determined after qualification within the range of $0.005-$0.10 per (the “Shares”), pursuant to a Tier 1 Offering Statement filed under Regulation A of the Securities Act of 1933, as amended, by the Company with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

In rendering this opinion, I have reviewed (a) statutes of the State of Delaware, to the extent I deem relevant to the matter opined upon herein; (b) true copies of the Articles of Incorporation of Company and all amendments thereto; (c) the By-Laws of Company; (d) selected proceedings of the board of directors of Company authorizing the issuance of the Shares; (e) certificates of officers of Company and of public officials; (f) and such other documents of Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.

I have assumed (a) all of the documents referenced herein (collectively, the "Documents") have been duly authorized and executed; (b) the Documents are legally valid, binding, and enforceable in accordance with their respective terms; and (c) the status of the Documents as legally valid and binding instruments is not affected by any (i) violations of statutes, rules, regulations or court or governmental orders, or (ii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

Based upon my review described herein, it is my opinion the Shares are duly authorized and when/if issued and delivered by Company against payment therefore, as described in the offering statement, will be validly issued, fully paid, and non-assessable.

I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. The forgoing opinion is strictly limited to matters of Delaware corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Delaware, as specified herein.

I hereby consent to the filing of this opinion as Exhibit 12.01 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.