Item 3. Directors and Officers

Directors, Executive Officers and Significant Employees

The table below sets forth our directors and executive officers of as of the date of this Annual Report.

Business Experience

 Michael Lajtay Chief Executive Officer, Director

Mr. Michael Lajtay is a veteran of the automotive and consumer products industries, having worked for Vector Aeromotive Corporation, automobili Lamborghini USA, Inc. and Lotus Cars USA, Inc.  Since 2016, he has served as an officer of several publicly traded companies, handling strategic mergers, investor press and product development. Mr. Lajtay is the owner of numerous trademarks registered with the US Patent and Trademark Office, including “Jugular®”, “Go for the Jugular®” and “Takedown®”.   He was the exclusive licensee of UFC Hall of Fame Inductee and 4 Time Heavyweight Champion Ken Shamrock for beverages.  In 2001, Mr. Lajtay obtained the endorsement of Pro Football Hall of Fame Inductee and Super Bowl XXIX MVP Steve Young for his Jugular® Energy Drink, which debuted strongly in 75 Wal-Mart locations.  Mr. Lajtay also produced the “Jugular® Street Luge Racing” video game under an exclusive license with Activision.  This game was based on Mr. Lajtay’s Championship Street Luge and Downhill Skateboarding Team, which won Bronze, Silver and Gold Medals at the X-Games and The Gravity Games on NBC Sports.  Mr. Lajtay appeared in the Fast Track section of Entrepreneur Magazine in October 1997.  On April 11, 2000 The Los Angeles Times featured an article about Mr. Lajtay on the front page of their Business Section along with a color photo of him.  The Entrepreneur Press also wrote a Chapter about Mr. Lajtay in the book entitled, “Extreme Entrepreneur”, written by Mr. Mark Baven in 2001.  He has also appeared in License Magazine & Sportswear International Magazine, among numerous other publications. 

Beginning in February 1987 at the age of 20, Mr. Lajtay served as a member of the founding management team of Vector Aeromotive Corporation – manufacturers of the Vector W8 Twin-Turbo Exotic Sports Car.  Vector was 1 of only 4 publicly traded automobile manufacturers in the USA at the time.   Mr. Lajtay helped the company to raise more than $15 million via an IPO in November 1988 and a secondary offering in May 1989.  He also helped to launch the company’s sales, marketing and investor relations programs.  Mr. Lajtay was profiled in the August 2004 issue of Automobile Magazine for his experience working at Vector.   The Vector W8 appeared on the cover of every major automotive publication and television program in the world, including Road & Track, Car & Driver, Motor Trend, Automotive News, The DuPont Registry, Fast Lane, Automobile Magazine as well as hundreds of others.  Each car had a retail price of $478,500 in the early 1990’s, only 22 were built.  Members of the Saudi Royal Family and tennis great Andre Agassi added Vectors to their collections.   The Vector appeared in the film, “The Rising Sun”, which starred Sean Connery and Wesley Snipes.  In March 1993 Vector was acquired by Megatech Ltd. a multi-billion dollar Indonesian conglomerate led by Indonesia’s President Suharto at the time.   Megatech acquired Lamborghini from Chrysler for $40 million during this same period. Automobili Lamborghini S.p.A. and Vector Aeromotive were then merged by their new common owner. 14 Lamborghini Diablo powered Vector M12’s were subsequently produced.  In 2006, Mr. Lajtay served as a marketing, promotions and licensing consultant to Lotus Cars USA, Inc. in Duluth, GA, reporting to the President and CEO, Mr. Robert A. Braner.  Mr. Braner served as President and CEO of Automobili Lamborghini USA, Inc. and Vector Aeromotive Corporation prior to this appointment.  Mr. Braner and Lotus are credited with helping to launch Tesla’s product line in 2008.   The Tesla Roadster was the first fully electric sports car and was based on the Lotus Elise platform which Lotus provided to the company’s Founder, Mr. Elon Musk.

Mr. Lajtay graduated with Honors from with a B.A. in Economics from Claremont McKenna College in Claremont, CA in May 1988 serving as Senior Class President.  Claremont McKenna College is among the most selective colleges in the US, admitting only 9 out of every 100 applicants, one of the lowest acceptance rates of any college.  Only 120 students annually are able to qualify for an Economics degree from Claremont McKenna, as it is currently ranked #1 in Economics worldwide on collegefactual.com.  Mr. Lajtay was a student of famed management Professor Peter F. Drucker, who received the President Medal of Freedom in 2002.   Mr. Lajtay also received a Presidential Academic Fitness Award from President Ronald Reagan in June 1984 at the age of 17, one of only a handful of recipients from California at the time.

Larry T. Myers Chief Operation Officer

Larry T. Myers is the CEO/Owner of L. Myers Associates, he was born in 1943 in Harrisburg, Pennsylvania.  He attended City Schools and graduated in 1961 

from Bishop McDevitt High School.  From 1961 to 1975 he held positions with Federal, State and private industry.  His positions included business administration, 

sales/marketing, import/export and systems analysis.  In 1970 he started his own business part-time out of his home in the advertising specialty industry, acting as 

a distributor for various industry manufacturers.  In November, 1976 he acquired a 2,000 square foot building and added two employees and now working full-time, 

he expanded into light manufacturing of advertising specialties & signage.  Continuing with the expansion in June, 1983 he secured a 10,000 square foot manufacturing plant

in Harrisburg and increased his staff to 15. In 1988, he acquired a 28,000 square foot building in Harrisburg and increased his manufacturing capabilities to specialty printing, specializing in labels, decals and tickets.   L. Myers and Associates is a complete in-house manufacturer of advertising specialties, embroidered/printed apparel, 

labels, decals, tickets, contract packaging, fulfillment and warehousing services.  

Alexander Johnson, Secretary/Treasurer

Alexander Johnson has over 15 years of general accounting, financial analyst and project management experience in the government consulting services industry.  Alexander Johnson began his career 2006 with CACI International, Inc. as a program control/financial analyst managing the financials for various government contracts and helping to build the pricing model for cost proposals for multiple contracts as well.   Alex spent a little under 5 years with CACI International, Inc. before joining Booz Allen Hamilton in 2011 as a senior consultant/program control specialist.  After working for Booz Allen Hamilton for 3 years he went on to join Deloitte Consulting, LLC in 2014 as a lead financial analyst.  After 6 years with Deloitte Alex joined Mission Essential, LLC in 2020 as a project control analyst.  He then went on to join Guidehouse in 2021 as senior project controller/finance manager.  Over the past 15 years of Alex’s professional career, he has successfully managed multiple government contracts for various different government clients and other government consulting service contractors. The total contract award amounts were in excess of $100 million and annual fiscal year budgets funded were in the amount of over $50 million dollars annually.  Alex has also assisted with budgeting, forecasting and financial statement preparations for monthly, quarterly and fiscal year end closing reports.  Alexander Johnson holds a B.S. in Accounting from Old Dominion University and a M.S. in Accounting and Information Systems from the University of Maryland University College.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten years:

·been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

·been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

·been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

·been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 ·been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member

Except as set forth above and in our discussion below in "Security Ownership of Management and Principal Shareholders - Transactions with Related Persons," none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

We are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or operating results

Compensation of Executive Officers

During the Company's fiscal year ended December 31, 2021, the Company paid the following cumulative consulting fees and salaries to their executive officers (reported in Canadian dollars unless otherwise noted): 

Peter Koch CEO/Director           

Director Compensation 

We currently do not have any other directors besides Peter Koch CEO formerly and Michael Latjay currently. Upon completion of this Offering, the Company may decide to compensate the Director with payment but at this time only Common shares has been issued.

Employment Agreements

We have not entered into employment and consulting agreements with the executive officers and employees. We may enter into employment agreements with key executives and employees in the future. A stock incentive program for our directors, executive officers, employees and key consultants may also be established. 

Certain Relationships

None

Item 4. Security Ownership of Management and Certain Securityholders

The following table shows the beneficial ownership of our Common Shares, as of December 31, 2022 held by (i) each person known to us to be the beneficial owner of more than 10% of any class of our voting securities; (ii) each director who is the beneficial owner of more than 10% of any class of our voting securities; (iii) each executive officer who is the beneficial owner of more than 10% of any class of our voting securities; and (iv) all directors and executive officers and management as a group. As of July 31, 2020, there were 16,000,000 Common Shares issued and outstanding.

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Common Shares subject to options and warrants currently exercisable or which may become exercisable within 60 days of the date of this Offering Circular, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all Common Shares shown as beneficially owned by them.

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

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person's spouse. Percentage of beneficial ownership before the offering is based on 16,000,000 shares of common stock outstanding as of December 31, 2022. Unless otherwise noted below, the address of each person listed on the table is c/o REOSTAR ENERGY CORP.

Common Shares Beneficially Owned Prior to Offering 

Item 5. Interest of Management and Others in Certain Transactions

Transactions with Related Persons

The Company’s officers and directors own the majority of the issued and outstanding controlling shares of the Company. Consequently, they control the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:

·Election of the Board of Directors  

·Removal of any Directors  

·Amendments to the Company’s Articles of Incorporation or bylaws;  

·Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.  

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

Review, Approval and Ratification of Related Party Transactions

To date we have not adopted formal policies and procedures for the review, approval or ratification of related party transactions with our executive officers, directors and significant shareholders. Subsequent to the year ended November 30, 2021, we have begun to establish formal policies and procedures so that such transactions will be subject to the review, approval or ratification of our Board, or an appropriate committee thereof. Until such a time where the policies are formally adopted, our directors will continue to approve any related party transactions.

Item 6. Other Information 

Regulation A+ Tier 2

The Company is currently engaged in a Regulation A+ offering of up to 50,000,000 Common Shares of stock which was Qualified on January 19, 2022. Additional information can be found at https://www.sec.gov/Archives/edgar/data/0001335288/000172186821000882/0001721868-21-000882-index.html 

Change of Control and Address

No Changes of control.

Item 7. Financial Statement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Reostar Energy Corp.

Report on the Financial Statements

We have audited the accompanying balance sheets of Reostar Energy Corp. (the Company), which comprise the balance sheets as of December 31, 2022 and 2021, and the related statement of Operations, Changes in Stockholder’s Equity, and Cash Flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has not generated any revenues since inception and sustained losses of $114,433. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Reostar Energy Corp., as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matters-Risks and Uncertainties

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and
financial markets of many countries, including the geographical area in which the Company plans to operate.

(See accompanying notes to these financial statements)

(See accompanying notes to these financial statements)