As filed with the Securities and Exchange Commission on August 25, 2015.April 30, 2020

Registration No.  _______________333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FormFORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

UAS Drone Corp.DRONE CORP.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)

420 Royal Palm Way1 Etgar Street

Suite 100Tirat Carmel, Israel, 3903212

Palm Beach, Florida 33480Telephone: +(972)-(4) 812 4101

(561) 693-1421Facsimile: +(972)-(4) 812 4303

(Address, including zip code,Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of registrant’s principal executive offices.)Registrant’s Principal
Executive Offices)

Chad Swan, Mr. Sagiv Aharon

Chief Executive Officer

UAS Drone Corp.

420 Royal Palm Way1 Etgar Street

Suite 100Tirat Carmel, Israel, 3903212

Palm Beach, Florida 33480Telephone: +(972)-(4) 812 4101

Phone: (561) 693-1421Facsimile: +(972)-(4) 812 4303

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy To:

Branden T. Burningham, Esq.Copies to:

455 East 500 South

Suite 205

Salt Lake City, Utah  84111

Phone:  (801) 363-7411

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ]  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [ ]☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]☐

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b212b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☒ 

Large accelerated filer ¨Accelerated filer¨Non-accelerated filer ¨ Smaller reporting companyxEXPLANATORY NOTE

This Registration Statement on Form S-1 (the “Registration Statement”) is being filed to register (i) 63,856 shares of the registrant’s common stock, par value $0.0001 per share (the “Common Stock”) to be issued to certain stockholders of Duke Robotics, Inc., a majority-owned subsidiary of the registrant, upon the consummation of a short-form merger agreement in a primary offering (the “Primary Offering”), and (ii) to register 18,200,592 shares of registrants’ Common Stock to be sold, from time to time, by the selling stockholders identified in this prospectus (the “Secondary Offering”).

We will not receive any proceeds from the sale of shares in both the Primary offering and in the Secondary Offering. See “Use of Proceeds,” and “Plan of Distribution” as contained in the prospectus.

This Registration Statement contains only one prospectus and such prospectus will be the sole prospectus for the Primary Offering and the Secondary Offering.

CALCULATION OF REGISTRATION FEE

The offering price of the common stock has been arbitrarily valued and bears no relationship to any objective criterion of value.  The price does not bear any relationship to our assets, book value, historical earnings or net worth.  The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with SectionTHE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) of the Securities Act ofOF THE SECURITIES ACT OF 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said SectionOR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), may determine.MAY DETERMINE.

2

Subject to completion, dated April 30, 2020

The information in this Prospectuspreliminary prospectus is not complete and may be changed. WeThese securities may not sell these securitiesbe sold until the Registration Statementregistration statement filed with the Securities and Exchange Commission is effective. This Prospectusprospectus is not an offer to sell these securities andnor does it is not solicitingseek an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

UAS Drone Corp

3,000,000 SHARES OF COMMON STOCK BEING SOLD AT $1.50 PER SHARE PURSUANT TO THE PRIMARY OFFERING AND RESALE OF 1,100,000 SHARES OF COMMON STOCK OFFERED BY SELLING STOCKHOLDERS

Per Share

Sale Total

Public Offering Price

$1.50

$4,500,000

Finder’s Fees, Underwriting Discounts and Commissions

$0.15

$450,000

Gross Proceeds to UAS Drone Corp.

$1.35

$4,050,000

UAS Drone Corp., a Nevada corporation (the “Company”, “we” and “us”), is registering a total of 3,100,000 shares of common stock in the registration statement on Form S-1 of which this Prospectus is a part.  This Prospectus relates to the sale of 3,000,000 shares of common stock, par value $0.0001, of the Company at a price of $1.50 per share on a best efforts basis (the “Primary Offering”).  The Primary Offering will terminate 180 days after commencement of the offering on the effective date of the registration statement on Form S-1 of which this Prospectus is a part.  The Primary Offering is the initial public offering of our common stock.  The Company is offering the shares on a self-underwritten “best efforts” basis through _________, 2015.  The total proceeds from the Primary Offering will not be escrowed or segregated but will be available to the Company immediately.  No minimum amount of stock is required to be purchased in the Primary Offering and therefore the total proceeds received by the Company may not be sufficient to develop its business plan.    We may also engage registered broker-dealers to assist us with the identification of suitable purchasers of our securities under the Primary Offering, in which case we may pay to such registered broker-dealers a finder’s fee of up to 10% of the gross proceeds from any sales to purchasers for which they acted as finder.   As of the date hereof, we have not engaged any registered broker-dealer to act as a finder in connection with the Primary Offering.   For more information, see the headings “Plan of Distribution” and “Use of Proceeds” herein.

In addition, the two Selling Stockholders listed herein under "Selling Stockholders" may offer and sell up to 1,100,000 shares of our common stock for their own account (the “Secondary Offering”).  The Company will not receive any of the proceeds from the Selling Stockholders’ sale of shares in the Secondary Offering.

Our common stock is not currently quoted on any market.  As a result, you should not expect to be able to resell your common stock regardless of how we perform and, if you are able to sell your common stock, you may receive less than your purchase price.  As a result of these factors, an investment in our common stock is not suitable for investors who require short or medium term liquidity.  In the future, we intend to arrange for a registered broker-dealer to apply to have our common stock listed on a national securities exchange or to quote our common stock on the OTCQB market maintained by OTC Markets Group, Inc., depending upon our qualifications at the time. There is no assurance, however, that our common stock will ever be listed on a national securities exchange or quoted on the OTCQB.

As there is no existing market for our common stock, we expect that the Selling Stockholders will sell their shares of common stock at the fixed price of $1.50 per share until our shares are quoted on the OTCQB, at which time they may sell the shares at the prevailing market prices or at privately negotiated prices.  If the Selling Stockholders were to sell all 1,100,000 Secondary Offering shares at the fixed price of $1.50 per share, the Selling Stockholders would realize gross proceeds of $1,650,000.  Because it is impossible to estimate the total amount of any sales commissions or other costs associated with such sales, it is impossible to estimate the net proceeds to be received by the Selling Stockholders in such a case.  Thereafter, the Selling Stockholders may offer their shares at prevailing market prices or at privately negotiated prices.  Because such prices are currently unknown, it is impossible to determine the Selling Stockholders’ net proceeds of all of their shares of common stock are sold.

As a reporting company subsequent to the effectiveness of the registration statement of which this Prospectus is a part, we will file annual, quarterly, and current reports and other information about us with the Securities and Exchange Commission (the “SEC”), as required.

A current Prospectus must be in effect at the time of the sale of the shares of common stock discussed above. The Selling Stockholders will be responsible for any commissions or discounts due to brokers or dealers. We will pay all of the other offering expenses.  Each Selling Stockholder or dealer selling the common stock is required to deliver a current Prospectus upon the sale. In addition, for the purposes of the Securities Act of 1933, as amended, Selling Stockholders may be deemed underwriters.  The

3

information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the SEC is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

PROSPECTUS

UAS DRONE CORP.

18,264,448 SHARES OF COMMON STOCK

This prospectus relates to the sale, from time to time, by the selling stockholders identified in this prospectus (the “Selling Stockholders”) of up to 18,200,592 shares of UAS Done Corp. (the “Company”) common stock, par value $0.0001 per share (the “Common Stock”), consisting of: (i) 9,623,621 shares of Common Stock issued on March 6, 2020 in connection the execution of several securities exchange agreements to exchange a certain promissory note for shares of Common Stock; (ii) 3,730,485 shares of Common Stock issued upon the closing of the Share Exchange (as hereinafter defined) between the Company, Duke Robotics, Inc., a Delaware corporation (“Duke”) and certain prior stockholders of Duke; (iii) 1,196,753 shares of Common Stock issued to certain shareholders of the Company; (iv) 2,580,214 shares of Common Stock issuable upon full conversion of several convertible loan agreements in the aggregate amount of $965,000; and (v) 1,069,519 shares of Common Stock issuable upon full conversion of several convertible debentures in the aggregate amount of $400,000. We are registering the sale of these shares (the “Resale Shares”) to satisfy registration rights we have granted to the Selling Stockholders.

This prospectus describes the general manner in which the shares may be offered and sold by the Selling Stockholders. If necessary, the specific manner in which the shares may be offered and sold will be described in a supplement to this prospectus. The Selling Stockholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Act”), with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We will not receive any proceeds from the sale of the shares by the Selling Stockholders. We will pay the expenses of registering these shares.

In addition, the prospectus relates to the offering of 63,856 shares of Common Stock of the Company to be issued to certain stockholders of Duke upon the consummation of short-form merger agreement, to be executed by and among the Company, Duke and UAS Acquisition Corp., a wholly-owned subsidiary of the Company. See “Management's Discussion and Analysis of Financial Condition and Results of Operations – Short-Form Merger Agreement” in this prospectus.

Common Stock is quoted on the OTC Pink Market under the symbol “USDR”. On April 27, 2020, the last reported bid price of our Common Stock was $15.00 per share, but there is no active market for our shares of Common Stock. As of the date of this prospectus, our Common Stock is subject to only limited quotation on the OTC Pink Market, and it is not otherwise regularly quoted on any other over-the-counter market. Until such time as our Common Stock is so quoted on an over-the-counter market or on a national securities exchange, the Selling Stockholders may sell their respective shares of our Common Stock, from time to time, at a fixed price of $0.374 per share, representing the same price as the conversion price of the convertible debentures issued on March 6, 2020. If and when our Common Stock is regularly quoted on an over-the-counter market or on a national securities exchange, the Selling Stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions.

We are an “emerging“emerging growth company”company” under the federal securities laws and will be subject to reduced public company reporting requirements. An investment

Investing in our common stock may be considered speculative andCommon Stock involves a high degree of risk, including the risk of a substantial loss of your investment.risks. See the caption “Risk Factors”Factors” beginning on page 7 to read about the risks you should consider before buying shares4 of our common stock.  An investment in our common stock is not suitable for all investors. We intend to issue common stock after this offering and, as a result, your ownership in us is subject to dilution.prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this Prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required and will provide investors with all such subsequent material information. You should read the entire Prospectus and any amendments or supplements we provide carefully.

The date of this Prospectusprospectus is         August __, 2015., 2020.

4

TABLE OF CONTENTS

5

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this Prospectus. Weprospectus. Neither we nor the Selling Stockholders have not authorized anyoneany dealer, salesperson or other person to provide you with information that is different from such information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information we have included in this Prospectus is accurate as of any date other than the date of this Prospectus or thatgive any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since that date.

The distribution of this Prospectus and the issuance of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this Prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the common stock and the distribution of this Prospectus outside the United States. This Prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the common stock offered by this Prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

It is important forany representations to you to read and consider all ofother than the information contained in this Prospectusprospectus. You must not rely on any information or representations not contained in making your investment decision. To understand the offering fully and for a more complete descriptionthis prospectus as if we had authorized it. The information contained in this prospectus is current only as of the offering you should readdate on the cover page of this entire document carefully, including particularly the “Risk Factors”. You also should readprospectus and considermay change after that date. We do not imply that there has been no change in the information contained in this prospectus or in our affairs since that date by delivering this prospectus.  Neither we nor the documents to which we have referred youSelling Stockholders are making an offer of these securities in any state where the sections entitled “Where You Can Find Additional Informationoffer is not permitted.

Unless the context indicates otherwise, as used in this prospectus, the terms “UAS,” “the Company,” “we,” “our,” and “Incorporation of Certain Information by Reference”.

In this document, unless the context otherwise indicates, the terms “we,” “our,” “ours,” “us,” “UAS Drone” and the “Company” collectively“us” refer to UAS Drone Corp.

FORWARD-LOOKING STATEMENTS AND CERTAIN TERMINOLOGY, a Nevada corporation, and unless indicated, does not refer to the entity created by the closing of the share exchange with Duke Robotics, Inc., a Delaware corporation.

All statements, other than statements of historical facts, included in this Prospectus are forward-looking statements. When used in this Prospectus, the words “may,” “will,” “should,” “would,” “anticipate,” “estimate,” “possible,” “expect,” “plan,” “project,” “continuing,” “ongoing,” “could,” “believe,” “predict,” “potential,” “intend,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, availability of additional equity or debt financing, changes in sales or industry trends, competition, retention of senior management and other key personnel, availability of materials or components, ability to make continued product innovations, casualty or work stoppages at the Company’s facilities, adverse results of lawsuits against us and currency exchange rates. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers of this Prospectus are cautioned not to place undue reliance on these forward-looking statements, as there can be no assurance that these forward-looking statements will prove to be accurate and speak only as of the date hereof. Management undertakes no obligation to publicly release any revisions to these forward-looking statements that may reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. This cautionary statement is applicable to all forward-looking statements contained in this Prospectus.

RISK FACTORS

An investment in our Common Stock is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described below and the other information contained in this prospectus before purchasing shares of our Common Stock. If any of the vehicle. The four rotorsfollowing risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of our Common Stock could decline, and you could lose all or a substantial portion of the Quadrotormoney that you pay for our Common Stock. The risks and uncertainties described below are not the only ones we are facing. Additional risks and uncertainties not presently known to us or that we deem immaterial may also impair our business operations or financial condition.

Risks Related to our Business and Industry

We have a limited operating history and have generated limited revenues to date.

Our limited operating history makes evaluating the business and future prospects difficult, and may increase the risk of your investment. Our operating subsidiary in Israel was formed in March 2014. To date, we have generated limited revenues and have not yet begun meaningful commercialization efforts with respect to our products. We intend in the long-term to derive substantial revenues from the sales of our products as well as future models of other robots and our UAS platforms for both military and civilian use, but there can be no assurance that we will be able to do so.

We may not be able to obtain adequate financing to continue our operations.

We expect that we will need to raise additional funds to continue the design, manufacture, sale and servicing of our TIKAD as well as develop future robot products and other platforms for the implementation of our robot. We believe that we will need to raise additional capital in the future to fund our research and development and commercialization efforts. If we seek to raise additional capital, we may do so through the issuance of equity, equity-related, or debt securities or through obtaining credit from government or financial institutions or other persons. This capital will be necessary to fund ongoing operations, continue research, development and design efforts, establish a sales infrastructure and make the investments in tooling and equipment required to develop and manufacture our products. Moreover, the terms of any financing may adversely affect the holdings or the rights of holders of our securities and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common shares to decline. The New Debentures and the terms of the Convertible Loan Agreements (as such terms are defined below) each include terms that could create further dilution to other holders if we were to raise capital at a lower price per share or upon other terms, which could also make closing any such future financing, if any, more difficult. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

A pandemic, epidemic or outbreak of an infectious disease in the United States, Israel or elsewhere may adversely affect our business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States, Israel or elsewhere, our business may be adversely affected. In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to spread globally and, as of March 2020, has spread to over 100 countries, including the United States and Israel. The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. On March 10, 2020, the Government of Israel announced that effective Thursday, March 12, 2020, at 20:00 (Israel time) foreign travelers arriving from any country will be required to remain in home quarantine until 14 days have passed since the date of entry into Israel; non-Israeli residents will be required to prove they have the same designmeans to self-quarantine before being allowed entry into Israel and, diameterin addition, non-Israeli residents or citizens traveling from certain countries may be denied entry into Israel. In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020 recommending people avoid gatherings in one space and providing that no gathering of more than 100 people should be held under any circumstances. Employers (including us) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on March 11, 2020, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in certain European countries. We are still assessing the effect on our business, from the spread of COVID-19 and the actions implemented by the governments of the State of Israel, the United States and elsewhere across the globe.

The spread of an infectious disease, including COVID-19, may also result in the inability of our manufacturers to deliver components or finished products on a timely basis and may also result in the inability of our suppliers to deliver the parts required by our manufacturers to complete manufacturing of components or finished products. In addition, governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of an infectious disease, such as COVID-19. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which allowscould materially affect our business, financial condition and results of operations. The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the Quadrotorseverity of COVID-19 and the actions to minimize kinetic energy when airborne. Onboard,contain COVID-19 or treat its impact, among others.

We have inadequate capital and need for additional financing to accomplish our business and strategic plans. Terms of subsequent financing, if any, may adversely impact your investment.

We have very limited funds, and such funds are not adequate to develop our current business plan. Our ultimate success may depend on our ability to raise additional capital. In the Quadrotor has sensorsabsence of additional financing or significant revenues and GPS which helpprofits, the pilot stabilizeCompany will have to approach its business plan from a much different and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing money from lenders or elsewhere or to take other actions to attempt to provide funding.

We may have to engage in common equity, debt, or preferred stock financings in the aircraftfuture. Your rights and the value of your investment in the common stock could be reduced by the dilution caused by future equity issuances. Interest on takeoff, flightdebt securities could increase costs and landing.

There are substantial risks associated withnegatively impact operating results. In the Company.  For example,event we are a development stage companypermitted to issue preferred stock pursuant to the terms of our articles of incorporation, preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock would be more advantageous to those investors than to the holders of common stock. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms possibly less favorable to us, or which trigger dilutive issuances of our common stock to the holders of the New Debentures or the Primary Lenders (as such terms are defined below), and thereby adversely impact your investment. Shares of common stock which we sell from time to time could be sold into any market that develops, which could adversely affect the market price of our common stock.

Duke’s independent auditor firm has expressed in its report to Duke’s 2018 audited financial statements for the year ended December 31, 2018, a substantial doubt about its ability to continue as a going concern.

We only recently entered the commercialization stage and the development and commercialization of our products are uncertain and expected to require substantial expenditures. We have not yet generated sufficient revenues from our operations to fund our activities, and are therefore dependent upon external sources for financing our operations. There is a risk that we will be unable to obtain necessary financing to continue our operations on terms acceptable to us or at all. As a result, Duke’s independent auditor firm has expressed in its auditors’ report on the financial statements for December 31, 2018, a substantial doubt regarding Duke’s ability to continue as a going concern. Duke’s financial statements for December 31, 2018, do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. We estimate that we will requireThis going concern opinion could materially limit our ability to raise additional capitalfunds through the issuance of $1,000,000 in order to accomplish our business plans.  We have earned only nominal revenues to date and have incurred net losses of $147 and $109,659 during the period from inception on August 22, 2014 through December 31, 2014, and the six months ended June 30, 2015, respectively.  In addition, because our executive officers, Chad Swan and David Sweeney, collectively own approximately 55% of our outstanding shares of common stock, they may exercise absolute control over our management and affairs. See the caption “Risk Factors” of this Prospectus.

Summary Business Plan

We intend to grow our business by providing our Quadrotor to government bodies and agencies, particularly focused on Law Enforcement and Police Agencies.  We expect the Quadrotor may serve as a tool for efficient surveillance and reconnaissance for government bodies and agencies across the United States and internationally. The Law Enforcement sector itself is an industry constantly looking to implement innovative practices to save time and serve

7

their citizens to the fullest extent. The Quadrotor can provide a swift and convenient aid to search and rescue missions, crime scene investigations, public safety, monitoring traffic for emergency responders, and other similar activities.

Emerging Growth Company

We are and we will remain an "emerging growth company" as defined under The Jumpstart Our Business Startups Act (the “JOBS Act”), until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equalequity or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities or (iv) the dateotherwise. Future reports on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

As an "emerging growth company", we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

·

only two years of auditedour financial statements in additionmay include an explanatory paragraph with respect to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

·

reduced disclosure about our executive compensation arrangements;

·

no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

·

exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other public companies in which you hold shares.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.  Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

Risks Relating to Our Business and Our Industry

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this Prospectus Summary. Some of these risks include, but are not limited to, risks associated with:

•     Our need for additional funding;

•     The potential inability to obtain additional funding;

•     Our ability to grow and compete;

•     Our ability to continue as a going concern;concern. If we cannot continue as a going concern, our stockholders may lose their entire investment in the common stock.

•     

Our revenues will depend heavily on government contracts

We expect to derive most of our future revenues directly or indirectly from government agencies, mainly the U.S. Department of Defense (“DoD”). In addition, we offer our products to IMOD and intend to offer these to other governmental and quasi-governmental agencies around the world, including U.S. allies such as the NATO and equivalent authorities of various countries pursuant to contracts awarded to us under defense and homeland security-related programs. Technology products from foreign countries have an inherent disadvantage against domestic offerings. The funding of government programs could be reduced or eliminated due to numerous factors, including geo-political events and macro-economic conditions that are beyond our control. Reduction or elimination of government spending under our contracts would imperil the sales of our products and may cause a negative effect on our revenues, results of operations, cash flow and financial condition.

We face other risks in our expected international sales.

We expect to derive a significant portion of our revenues ultimately from international sales. Changes in international, political, economic or geographic events could cause significant reductions in our revenues, which could harm our business, financial condition and results of operations. In addition to the other risks from international operations set forth elsewhere in these Risk Factors, some of the risks of doing business internationally include imposition of tariffs and other trade barriers and restrictions, political and economic instability in the countries of our customers and suppliers, changes in diplomatic and trade relationships and increasing instances of terrorism worldwide. Due to our subsidiary being located in the State of Israel, some of these risks may be affected by Israel’s overall political situation. (See “Risks associatedRelated to Israeli Law and Our Operations in Israel” below.)

We operate in a competitive industry.

While we believe that we are the only developer and manufacturer of UASs capable of pinpoint accurate firing of light weapons, the UAS market generally in which we participate is highly competitive and becoming more so. This market is also characterized by rapid and innovative technological change. If we are unable to improve existing systems and products and develop new systems and technologies in order to meet evolving customer demands, our business could be adversely affected. In addition, our competitors could introduce new products with innovative capabilities, which could adversely affect our business. We compete with many large and mid-tier defense companies on the JOBS Act;basis of system performance, cost, overall value, delivery and reputation. Many of these competitors are larger and have greater resources than us, and therefore may be better positioned to take advantage of economies of scale and develop new technologies.

•     Our lack

We may experience production delays if suppliers fail to make compliant or timely deliveries.

The manufacturing process for some of our products largely consists of the assembly, integration and testing of purchased components. If a supplier stops delivery of such components, finding another source could result in added cost and manufacturing delays. Moreover, if our subcontractors fail to meet their design, delivery schedule or other obligations we could be held liable by our customers, and we may be unable to obtain full or partial recovery from our subcontractors for those liabilities. The foregoing risks could have a material adverse effect on our operating history;results.

8

Undetected problems in our products could impair our financial results and give rise to potential product liability claims.

If there are defects in the design, production or testing of our products and systems, we could face substantial repair, replacement or service costs, potential liability and damage to our reputation. Defects or malfunctioning of our products, if they were to occur, would likely result in significant damage and loss of life. We may not be able to obtain product liability or other insurance to fully cover such risks, and our efforts to implement appropriate design, testing and manufacturing processes for our products or systems may not be sufficient to prevent such occurrences, which could have a material adverse effect on our business, results of operations and financial condition.

Our dependencebusiness depends on key executives;proprietary technology that may be infringed.

•

Many of our systems and products depend on our proprietary technology for their success. Like other technology-oriented companies, we rely on a combination of trade secrets, copyrights and trademarks, together with non-disclosure agreements, confidentiality provisions in sales, procurement, employment and other agreements and technical measures to establish and protect proprietary rights in our products. While we are in the process of seeking patents for our technology, there is no guarantee that such patents will be granted. Our ability to successfully protect our technology may be limited because:

In addition, various parties may assert infringement claims against us. The cost of defending against infringement claims could be significant, regardless of whether the claims are valid. If we are not successful in defending such claims, we may be prevented from the use or sale of certain of our products, or liable for damages and required to obtain licenses, which may not be available on reasonable terms, any of which may have a material adverse impact on our business, results of operation or financial condition.

Potential product liability claims could adversely affect our future earnings and financial condition.

We face an inherent business risk of exposure to product liability claims in the event that the use of our products results in adverse effects. We may not be able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims would add to our future operating expenses and adversely affect our financial condition.

We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire additional qualified personnel, we may not be able to grow effectively.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to retain and motivate existing employees. Due to our reliance upon skilled laborers, the failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material adverse effect on our business, operating results and financial condition. We do not maintain key person life insurance for any of our employees.

If we fail to manage growth or to prepare for product scalability effectively, it could have an adverse effect on our employee efficiency, product quality, working capital levels and results of operations.

Any significant growth in the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of March 1, 2020, we had only one (1) employee. During any period of growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our growth;employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

•     Required indemnification

Aside from increased difficulties in the management of officershuman resources, we may also encounter working capital issues, as we will need increased liquidity to finance the development of new products, and directors;the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

•     Failure

Our management team may not be able to respondsuccessfully implement our business strategies.

If our management team is unable to changeexecute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.

A significant invasion, interruption, destruction or breakdown of our information technology systems and/or infrastructure by persons with authorized or unauthorized access could negatively impact our business and operations. We could also experience business interruption, information theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers. Our systems have been, and are expected to continue to be, the target of malware and other cyber-attacks. Although we have invested in measures to reduce these risks, we cannot assure that these measures will be successful in preventing compromise and/or disruption of our information technology systems and related data.

We have applied for a patent for certain of our key technologies and may apply for additional patents in the future. Our ability to protect our intellectual property and proprietary technology is uncertain and may be inadequate, which may have a material and adverse effect on us.

Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our industry;products. We applied for a patent with the United States Office Patent and Trademark Office to protect certain of our key technologies, however, we cannot assure you that we will be able to control all of the rights for all of our intellectual property. We do not know whether any of our current or future patent applications, if any, will result in the issuance of any patents. Even issued patents may be challenged, invalidated or circumvented. Patents may not provide a competitive advantage or afford protection against competitors with similar technology. Competitors or potential competitors may have filed applications for, or may have received patents and may obtain additional and proprietary rights to compounds or processes used by or competitive with ours. Both the patent application process and the process of managing patent disputes can be time-consuming and expensive. Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or may even be superior to ours.

•     Delays, cost overruns

In the event a competitor infringes upon our intellectual property rights, enforcing those rights may be costly, uncertain, difficult and difficultiestime consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.

In addition, we have taken steps to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with all of our executive officers, employees, consultants and advisors, however, such agreements may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States. However, we have not executed confidentiality agreement or non-compete agreements with our third-party suppliers and there is no restriction on their working with our competitors or selling our component designs to other parties. In that regard, we deem our complex kinematic algorithms and control software to be our most valuable intellectual property and is done in-house only with no sub-contractor involved.

We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.

Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop. Whether a product infringes a patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not infringed the intellectual property rights of others. Our potential competitors may assert that some aspect of our product infringes their patents. Because patent applications may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patents upon which our products could infringe. There also may be existing patents or pending patent applications of which we are unaware upon which our products may inadvertently infringe.

Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation. If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe them, we could be prohibited from selling any product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent. We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial activities. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.

The sale of our products is subject to various regulatory requirements of the Israeli Ministry of Defense and will also be subject to regulatory requirements in countries in which we seek to sell our products.

Due to the fact that we sell products used that may be purchased in the defense and/ or military industry, and otherwise conduct business with the IMOD, we may be required to obtain approval from the IMOD with respect to each agreement for the sale of our products. In that regard, we are required to secure the approval of the IMOD prior to offering the sale of our products to any third party. In addition, we are required to obtain approvals from the IMOD prior to the execution and performance of any such agreement. If we fail to obtain approvals in the future, if approvals previously obtained are revoked or expire and are not renewed or if government policies change, our ability to sell our products and services to customers would be impacted, resulting in a material adverse effect on our business, revenues, assets, liabilities and results of operations.

Risks Related to our Common Stock

In connection with the Share Exchange, Duke obtained a ruling (the “Ruling”) from the Israeli Tax Authority with regard to the exemption of the Share Exchange from being considered as a tax event for Israeli stockholder of Duke. The Ruling we obtained in connection with the Share Exchange imposes conditions that may limit our facilities;flexibility in operating our business and our ability to enter into certain corporate transactions.

•     Dependence

The Ruling we obtained in connection with the Share Exchange imposes a number of conditions that limit our flexibility in operating our business and in engaging in certain corporate transactions. In accordance with the terms of the Ruling, until the two year anniversary of the Effective Time, we agreed to maintain (and, to the extent that our operations expand, likewise expand) the same economic activity for the Company after the Share Exchange as conducted by Duke prior to such transaction and that the Israeli Duke stockholders continue to hold at least twenty-five percent (25%) of their holding in the Company’s issued and outstanding stock at the Effective Time. Under certain circumstances, these conditions may not allow us the flexibility that we need to operate our business and may prevent us from taking advantage of strategic opportunities that would benefit our business and our stockholders.

Our executive officer, directors and certain stockholders who are beneficial owners of more than 5% of our outstanding common shares possess the majority of our voting power, and through this ownership, have the ability to control our Company and our corporate actions.

Following the Share Exchange, our current executive officer and directors hold approximately 30% of the issued and outstanding voting power of the Company’s outstanding shares. These persons have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such, our directors and executive officer may have the power, acting alone or together, to prevent or cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officer may give rise to a conflict of interest with the Company and the Company’s shareholders.

In addition, we have a number of stockholders who are beneficial owners of more than 5% of our outstanding common shares, as of the Effective Time, including one such shareholder who beneficially owns approximately 19% of our issued and outstanding shares, and as such, also may have the ability to prevent us from entering into transactions that could be beneficial to us and/or other shareholders. In addition, we have four additional non-affiliated stockholders who are beneficial owners of more than 5% of our outstanding common shares. Although none of these non-affiliated stockholders currently have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions, obtaining their vote on third-party suppliers;certain matters may be necessary to effect certain actions that our management and directors otherwise deem to be in the best interests of the Company.

•     Changes

For additional details concerning beneficial ownership of our securities, please refer to the section below entitled “Security Ownership of Certain Beneficial Owners” and with respect to voting power, please refer to the section below entitled “Description of Securities.”

There is a substantial lack of liquidity of our common stock and volatility risks.

Our Common Stock is traded on the over-the-counter market with quotations published on the OTC Pink Market under the symbol “USDR”. The trading volume of our common stock historically has been limited and sporadic, and the stock prices have been volatile. As a result of the limited and sporadic trading activity, the quoted price for our common stock on the over-the-counter market is not necessarily a reliable indicator of its fair market value. The price at which our common stock will trade in government regulations affectingthe future may be highly volatile and may fluctuate as a result of a number of factors, including, without limitation, any potential business combination that we announce, as well as the number of shares available for sale in the market.

The trading volume of our operations;

•     The high costcommon stock may be limited and sporadic. This situation is attributable to a number of financing;

•     Competitionfactors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our industry;

•     Costs associated with environmental obligationsshares is minimal or non-existent, as compared to a seasoned issuer which has a large and liabilities;

•     The current lacksteady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTC Pink may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our common stock and as a result, the likelihoodmarket value of an illiquid, sporadic and volatileour common stock likely would decline.

Other factors that could have a similar impact include, but are not limited to:

Many of these factors are beyond our control and may decrease the market inprice of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the future;prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

•     Penny stock rules and regulations;

•     DilutionBecause we became public by means of a “reverse merger,” we may not be able to stockholders in connection with our issuanceattract the attention of additional shares;major brokerage firms.

•     Risks

There may be risks associated with secondary tradingus becoming public through a “reverse merger.” Securities analysts of major brokerage firms and securities institutions may not provide coverage of us because there were no broker-dealers who sold our stock;

•     Costs associated with beingstock in a fully-reporting company; and

•     Risks associated with a potential default on our outstanding Debenture (seepublic offering that would be incentivized to follow or recommend the caption “Selling Stockholders”).

The Offering

We have agreed to pay all costs and expenses relating to the registrationpurchase of our common stock. The Selling Stockholders will be responsible only for any commissions, taxes, attorney’s fees and other charges relating to the offer or saleabsence of these securities in the Secondary Offering.  The Selling Stockholders may sell their common stock through one or more broker/dealers, and these broker/dealers may receive customary compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders as they may agree.

Our common stock is not currently quoted on any quotation medium.  Our failure to obtain such quotations would constitute an Event of Default under the terms of the 8% Convertible Debenture held by one of the Selling Stockholders.  In such an event, the outstanding principal amount of the Debenture, together with accrued but unpaidresearch coverage could limit investor interest would become due and payable at the Selling Stockholder’s election.  As of the date hereof, we have not taken any material steps to arrange for a broker dealer to apply to have our shares quoted on the OTCQB or any other quotation medium.

9

RISK FACTORS

Investing in our common stock, involvesresulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf.

Our Common Stock may never be listed on a high degreemajor stock exchange.

While we may seek the listing of risk,our common stock on a national or other securities exchange at some time in the future, we currently do not satisfy the initial listing standards and you shouldcannot ensure that we will be able to bearsatisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the complete lossinitial listing standards of your investment. You should carefully consider the risks described below, the other information in this Prospectus and the documents incorporated by reference herein when evaluatingsuch exchanges, or our company and our business. If any of the following risks actually occur, our business could be harmed. In such case,common stock is otherwise rejected for listing, the trading price of our common stock could declinesuffer, the trading market for our common stock may be less liquid, and investorsour common stock price may be subject to increased volatility.

Our Common Stock is subject to price volatility unrelated to us or our operations.

The market price of our common stock could lose allfluctuate substantially due to a variety of factors, including quarterly operating results of other companies in the same industry, changes in general conditions in the economy and the financial markets, including COVID-19 or other developments affecting the Company’s competitors. In addition, the OTC Pink is subject to extreme price and volume fluctuations in general. This volatility has had a partsignificant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the money paid to buysame effect on our common stock.

RISKS RELATING TO OUR BUSINESS AND OUR INDUSTRYIn addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have an extremely limited operating history – We are currentlyA decline in the business development stage, and have just started to commence commercial salesprice of our products.  There is no historical basis to make judgments on the capabilities associated withcommon stock could affect our enterprise, management and/or employee’s ability to produceraise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a product leadingreduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a profitable company.

Wesignificant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will needbe able to raise additional capital - Given our lack of revenues from sales of our products to date, with no assurance as to when we may begin to receive revenues, we expect that UAS will need to obtain additional operating capital either through equity offerings, debt offerings or a combination thereof, in the future.  In addition if, in the future, the Company is not capable of generating sufficient revenuesgenerate funds from operations and its capital resources are insufficientsufficient to meet future requirements, the Company may have to raise funds to allow it to continue to commercialize, market and sell its products.  We presently have no committed sources of funding and we have not entered into any agreements or arrangements with respect to our fundraising efforts.  The Company can not be certain that funding will be available on acceptable terms or at all.  To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution.  Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct business.obligations. If we are unable to raise additionalsufficient capital if required or on acceptable terms, we may have to significantly scale back, delay or discontinue the development and/or commercialization of our products, restrict our operations or obtain funds by entering into agreements on unattractive terms.

Our financial statements contain an “auditor’s ‘going concern’ opinion” – The Report of Independent Registered Public Accounting Firm issued in connection with our audited financial statements for the calendar year ended December 31, 2014 expressed substantial doubt about our ability to continue as a going concern, due to the fact that we have incurred significant operating losses and have had negative cash flows from operations since inception.

Our management has limited experience in our industry - Management has limited experience in aerospace, aviation and unmanned aerial systems manufacturing sectors. While our management has considerable general management experience, some have specialized knowledge and abilities in the unmanned aerial industry, but none of the managers have experience managing a business that manufacturers and markets aircrafts. The management will rely on contracted individuals with the specified skills, qualifications and knowledge related to aircraft manufacturing and marketing, without impacting the overall budget for compensation.

Potential product liabilities may harm our operating results – As a manufacturer of a UAV product, and with aircrafts and aviation sector companies being scrutinized heavily, we may be subject to FAA mandates and/or regulations, which could result in potential law suits. Defects in our product may lead to life, health and property risks.  Currently, the unmanned aerial systems industry lacks a formative insurance market.  It is possible that our operations could be adversely affected by the costs and disruptions of responding to such liabilities even if insurance against liabilities is available.

If our proposed marketing efforts are unsuccessful we may not earn enough revenue to become profitable – Our success will depend on investment in marketing resources and the successful implementation of our marketing plan.  Our marketing plan may include attendance at trade shows and making private demonstrations, advertising and promotional materials and advertising campaigns in print and/or broadcast media.  We can not give any assurance that our marketing efforts will be successful.  If they are not, revenue may not be sufficient to cover our fixed costs and we may not become profitable.

We may be unable to respond to rapid technology changes and innovative products - In a constantly changing and innovative technology market with frequent new product introductions, enhancement and modifications, we may be forced to implement and develop new technologies into our products for anticipation of changing customer requirements that may significantly impact costs in order to retain or enhance our competitive position in existing and new markets.

10

Operating margins may be negatively impacted by reduction in sales or products sold - Expectations regarding future, sales and expenses are largely fixed in the short term. UAS maintains raw materials and finished goods at a volume management feels is necessary for anticipated distribution and sales. Therefore, we may not be able to reduce costs in a timely mannerhave the resources to compensate for any unexpected shortfalls between forecastedcontinue our normal operations.

Sales of our currently issued and actual sales.

There is intense competition in our market - The aerospace and aviation markets are very saturated and intensely competitive. By entering this sector, UAS and management is aware that failureoutstanding stock may become freely tradable pursuant to compete with direct market leading companies and new entrants will affect overall business and the product. Therefore, the faster innovative applications and technologies are implemented to the developed product, the better the pricing and commercial business strategies management will be able to offer to consumers. Competitive factors in this market are all related to product performance, price, customer service, training platforms, reputation, sales and marketing effectiveness.

Future acquisitions may be unsuccessfulRule 144 and may negatively affect operationsdilute the market for your shares and financial condition - The integration of businesses, personnel, product lines and technologies can be difficult, time consuming and subject to significant risks. Any difficulties could disrupt our ongoing business, distract our management and employees, increase our expenses and decrease our revenue.

We may be unable to protect our intellectual property - Our ability to protect our proprietary technology and operate without infringinghave a depressive effect on the rights of others will allow UAS business to compete successfully and achieve future revenue growth. If we are unable to protect our proprietary technology or infringe upon the rights of others, it could negatively impact the operating resultsprice of the company.

We will be reliant on information systems, electronic communication systems, and internal and external data and applications - Business operations and manufacturing are dependent on computer hardware, software and communication systems. Information systems are vulnerable and are subject to failures that could create internal or external events that will affect our business and operations. Management is mindful of these risks since we have developed a strategy by adopting third party information technology and system practices. Any breach of security could disrupt our overall business and result in various effects in operations and efficiency. UAS could encounter increased overhead costs, loss of important information and data, which may also hinder our reputation.

If we lose our key personnel or are unable to hire additional personnel, we will have trouble growing our business. - We depend to a large extent on the abilitiesshares of our key management.  The losscommon stock.

A substantial portion of any key employee or our inability to attract or retain other qualified employees could seriously impair our results of operations and financial condition.

Our future success depends on our ability to attract, retain and motivate highly skilled technical, marketing, management, accounting and administrative personnel.  We plan to hire additional personnel in all areas of our business as we grow. Competition for qualified personnel is intense.  As a result, we may be unable to attract and retain qualified personnel.  We may also be unable to retain the employees that we currently employ or to attract additional technical personnel.  The failure to retain and attract the necessary personnel could seriously harm our business, financial condition and results of operations.

Because our executive officers collectively own a majority of our outstanding shares, they can elect our directors without regard to other stockholders’ votes – Our executive officers, Chad Swan and David Sweeney, collectively own approximately 55% of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Act (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six (6) months may sell their shares of common stock. AsUnder Rule 144, affiliates who have held restricted securities for a result, theyperiod of at least six (6) months may, elect all of our directors, whounder certain conditions, sell every three months, in turn elect all executive officers, without regard to the votes of other stockholders.  The voting control of Messrs. Swan and Sweeney gives them the ability to authorize change-in-controlbrokerage transactions, amendments to our Articles of Incorporation and other matters that may not be in the best interests of our minority stockholders.  In this regard, Messrs. Swan and Sweeney have absolute control over our management and affairs.

We face a higher risk of failure because we cannot accurately forecast our future revenues and operating results. - The rapidly changing nature of the markets in which we compete makes it difficult to accurately forecast our revenues and operating results.  Furthermore, we expect our revenues and operating results to fluctuate in the future due to a number of factors, includingshares that does not exceed the following:

•

the timinggreater of sales1% of our products;

•

unexpected delays in introducing new products;

•

increased expenses, whether related to sales and marketing, or administration;

•

costs related to possible acquisitions of businesses.

11

Our products may suffer defects - Products may suffer defects that may lead to substantial product liability, damage or warranty claims. Given our complex platforms and systems within our product, errors and defects may be related to flight and/or communications. Such an event could result in significant expenses arising from product liability and warranty claims, and reduce sales, which could have a material adverse effect on business, financial condition and results of operations.

Our products are subject to FAA regulations – We are aware that the FAA has not passed any regulations to date to allow unmanned aerial systems operations for commercial usage and profit without a certification under Section 333 of the FAA Modernization and Reform Act of 2012 (the “FMRA”). This could affect sales and revenue given that our customers would probably not have permission under a Section 333 exemption to operate any UAVs for their business practice. If the consumers are unable to obtain a FAA Section 333 exemption or withstand the application process, this may negatively affect commercial usage of our UAVs, which will adversely disrupt UAS operations and overall sales.

UAS may pursue acquisitions, investments or other strategic relationships or alliances, which may consume significant resources, may be unsuccessful and could dilute holders of its common stock. - Acquisitions, investments and other strategic relationships and alliances, if pursued, may involve significant cash expenditures, debt incurrence, operating losses, and expenses that could have a material adverse effect on UAS’s financial condition and operating results. Acquisitions involve numerous other risks, including:

·

Diversion of management time and attention from daily operations;

·

Difficulties integrating acquired businesses, technologies and personnel into UAS’s business;

·

Inability to obtain required regulatory approvals and/or required financing on favorable terms;

·

Entry into new markets in which UAS has little previous experience;

·

Potential loss of key employees, key contractual relationships or key customers of acquired companies or of UAS; and

·

Assumption of the liabilities and exposure to unforeseen liabilities of acquired companies.

If these types of transactions are pursued, it may be difficult for UAS to complete these transactions quickly and to integrate these acquired operations efficiently into its current business operations. Any acquisitions, investments or other strategic relationships and alliances by UAS may ultimately harm our business and financial condition. In addition, future acquisitions may not be as successful as originally anticipated and may result in impairment charges.

We may be required to record a significant charge to earnings as we are required to reassess our goodwill or other intangible assets arising from acquisitions. - We are required under U.S. GAAP to review our intangible assets, including goodwill for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment annually or more frequently if facts and circumstances warrant a review. Factors that may be considered a change in circumstances indicating that the carrying value of our amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization and slower or declining growth rates in our industry. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined.

Our products may be subject to export regulations; government agencies require terms that are disadvantageous to our business.  - Our business model contemplates working with law enforcement and possibly military agencies.  Because we may sell our products to these customers, we may need to register with the U.S. Department of State under its International Trafficking in Arms Regulations (ITAR). If we choose to sell our products overseas, we may be required to obtain a license form the State Department or face substantial fines or, in an extreme case, a shutdown of our business. Additionally, government agencies typically require provisions in their contracts that allow them to terminate agreements or change purchasing terms in their discretion without notice. Such contractual provisions, if exercised by our customers in the future, could have a material adverse effect on our cash flow and business performance.  

RISKS RELATING TO OUR STOCK

There is currently no market for our common stock – There is no public market for UAS’s common stock.  We expect to apply for quotation of our common stock on the OTCQB but we can not assure you that we will be successful in this regard.  Unless and until we are able to maintain quotations on the OTCQB or other quotation system, there will be extremely limited liquidity for our shares.  If a public market for our shares does develop, we expect that it will be limited and volatile.  As with many newly public companies, any market price for our shares is likely to continue to be very volatile.  In addition, the other risk factors disclosed herein may significantly affect our stock price.  The expected volatility and limited volume of our stock price may make it more difficult for you to resell shares when you want at

12

prices you find attractive. The stock market in general and the market for emerging growth companies in particular, have also experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.  These broad market and industry factors may reduce our stock price, regardless of our operating performance.

Failure to meet financial expectations could have an adverse impact on the market price of UAS’s common stock. - UAS’s ability to achieve its financial targets is subject to a number of risks, uncertainties and other factors affecting its business and the UAV industry generally, many of which are beyond UAS’s control. These factors may cause actual results to differ materially. UAS describes a number of these factors throughout this document, including in these Risk Factors.  UAS cannot assure you that it will meet these targets. If UAS is not able to meet these targets, it could harm the market price of its common stock.

The issuance of shares, both under the Primary Offering and to a Selling Stockholder, and future securities offerings may dilute our share value – The issuance of shares of our common stock under the Primary Offering may result in substantial dilution in the percentage of ourcompany’s outstanding shares held by our then-existing stockholders.  In addition, 900,000 of the shares of common stock being registeredor the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the registration statementOTC Pink). A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registrations of which this Prospectus is a part are issuable upon conversion of the 8% Convertible Debenture held by Alpha Capital Anstalt, which is one of the Selling Stockholders (the “Debenture”).  The issuance of such shares will reduce the proportionate ownership interests of existing stockholders.  Moreover, the Company will likely need to sell additionalour shares of common stock, to raise capital needed to fund future operations. Such sales will likewisemay have thea depressive effect of reducingupon the proportionate ownership of existing shareholders.

Any substantial sale of stock by existing shareholders could depress the market value of the stock of UAS, thereby devaluing the market price and causing investors torisk losing all or part of their investment - Stockholders, including our directors and officers hold a large number of UAS’s outstanding shares.  We can make no prediction as to the effect, if any, that sales of shares, or the availability of shares for future sale, will have on the prevailing market price of our shares of common stock. Sales of substantial amounts of sharesstock in any active market that may develop.

The securities issued in connection with the Share Exchange are restricted securities and may not be transferred in the public market,absence of registration or the perception thatavailability of a resale exemption.

The shares of common stock being issued in connection with the Share Exchange are being issued in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Act. Consequently, these securities will be subject to restrictions on transfer under the Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence of registration, such sales could occur, could depress prevailing market prices forsecurities cannot be resold to the shares. Such salespublic until certain requirements under Rule 144 promulgated under the Act have been satisfied, including certain holding period requirements. As a result, a purchaser who receives any such securities issued in connection with the Share Exchange may also make it more difficult for UAVbe unable to sell equitysuch securities at the time or equity-related securitiesat the price or upon such other terms and conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at a time and price which it deems appropriate.

Our failure to obtain registration of our common stock under the Securities Act of 1934 by September 15, 2015, would have negative financial implications.  Our failure to cause our common stock to be registered under Section 12(g)discretion of the Securitiesboard of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our resources and distract management.

As a public company, we are subject to the reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), on or before September 15, 2015, would constitute an “Event and the Sarbanes-Oxley Act of Default” under the terms of the Debenture held by Alpha Capital.  In such an event, the entire outstanding principal and interest amount on the Debenture, together with liquidated damages, would become immediately due, at Alpha Capital’s election.  Such a demand on our limited cash resources would negatively affect both our ability to carry out our business plan and our results of operations.  

Our failure to obtain quotations for our common stock would have negative financial implications – Our failure to obtain quotations for our common stock within 90 days of the effective date of the registration statement of which this Prospectus is a part would constitute an “Event of Default” under the terms of the Debenture held by Alpha Capital.  In such an event, the entire outstanding principal and interest amount on the Debenture, together with liquidated damages, would become immediately due, at Alpha Capital’s election.  Such a demand on our limited cash resources would negatively affect both our ability to carry out our business plan and our results of operations.  

Because our common stock is "penny stock," you may have greater difficulty selling your shares. – If and when it becomes eligible for quotation on the OTCQB, we expect that our common stock will be “penny stock” as defined in Rule 3a51-1 of the Securities and Exchange Commission.  Section 15(g) of the2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before making any transaction in a penny stock for the investor's account.  In addition, Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in these stocks before selling any penny stock to that investor.  Compliance with these requirements may make it harder for our selling stockholders and other stockholders to resell their shares.

We have no intention to pay dividends on our common stock – For the foreseeable future, we intend to retain future earnings, if any, to finance our operations.  We do not anticipate paying any cash dividendscurrent reports with respect to our common stock.  As a result, investors should not expect to receive dividends on their shares of common stock for a long period of time, if ever.

13

Our issuance of preferred stock in the future may adversely affect the rights of our common stockholders –business and financial condition. The Company’s Articles of Incorporation permit it to issue up to 10 million shares of preferred stock with such rights and preferences as the Board of Directors may designate.  As a result, our Board of Directors may authorize a series of preferred stock that would grant to preferred stockholders preferential rights to our assets upon liquidation; the right to receive dividends before dividends become payable to our common stockholders; the right to redemption of the preferred stock prior to the redemption of our common stock; and super-voting rights to our preferred stockholders.  To the extentSarbanes-Oxley Act requires that we designatemaintain effective disclosure controls and issue such a class or seriesprocedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of preferred stock, the rights ofthese applicable rules and regulations to significantly increase our common stockholderslegal and financial compliance costs and to make some activities more time consuming and costly. This may be impaired.

RISKS RELATING TO THE OFFERING

Because there has been no independent valuation of our Company, our common stock may be worth less than the offering price – We have determined the Primary Offering price of our common stock without independent valuation of the shares.  Our pricing is highly speculative and arbitrary.  There is no relation between the Primary Offering price and the market value, book value, or anydivert management’s attention from other established criterion of value for our common stock.  The shares maybusiness concerns, which could have a value significantly less than the Primary Offering price and the shares may never reach a value equal to or greater than the Primary Offering price.

Because our Primary Offering does not have a minimum required offering amount, we may not raise enough funds to effectively pursue our business plan – Because our Primary Offering lacks a minimum amount of proceeds that must be raised, we may receive proceeds that are sufficient to fund our operations for only a limited period of time.  In such a case, we may be unable to fully implement our business plan, which may have a significant negativematerial adverse effect on our business, financial condition and results of operations.

The Selling Stockholders’ sales of our shares We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to sell shares underobtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the Primary Offering – Investors whosame or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are interestedcurrently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Future changes in purchasingfinancial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on our sharesreported results and may even affect our reporting of common stocktransactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may purchase such shares directly from the Selling Stockholders.  Therefore, the existence of the Selling Stockholders’ Secondary Offering makes it less likely that we will sell all of the shares availableoccur in the Primary Offering.

GENERAL RISKS

Impact Relatedfuture. Changes to Sarbanes-Oxley Act - Section 404aexisting rules or the questioning of SOX requires public companies to include a report of management on the company’s internal controls over financial reporting in their Annual Reports on Form 10-K. Effective with the annual report for fiscal year 2016, we will need to evaluated our internal control systems in order to allow our management to report on our internal controls.

General Economic Conditions - Economic conditionscurrent practices may adversely affect our business, operatingreported financial results and financial condition. Management depends on worldwide economic conditions and their impact levels of consumer and government spending. Economic factors that may alter spending could be uncertainty about global economic conditions leading to reduced levels of investment, changes in government spending levels and priorities,or the size and availability of government budgets, customers’ and suppliers’ access to credit, consumer confidence and other macroeconomic factors affecting government, industrial or consumer spending behavior.

Political and Economic Conditions - International risks and sales worldwide account for a large market capitalization of the unmanned aerial system’s industry, given the lack of international regulations and governing bodies. A majority of our platforms are internationally developed and may be subject to export restrictions, trade regulations, government control change, labor unions, inadequate intellectual property, taxes and tariffs, and more.

Market Volatility and Unpredictability – The Company’s operations depend on the supply and demand for our products. Fluctuation in spending budgets and markets may cause volatility due to a variety of factors outside the organizational control of UAS. Orders, shipments, volume, new contracts, government funds for procurement, seasonal and quarterly fluctuations, and utilization of capital budgets prior to expiration are some of the unpredictable factors in this market.

Potential Conflicts of Interest - The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such person(s) may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.

14

Penny Stock Rulesway we conduct business.

If and when we are successful in obtaining quotations for“Penny Stock” rules may make buying or selling our common stock on the OTCQB, we expect thatdifficult.

Trading in our common stock will be considered a “penny stock” and will beis subject to the requirements of Rule 15g-9, promulgated under the“penny stock” rules. The U.S. Securities and Exchange Act of 1934, as amendedCommission (the “Exchange Act”“SEC”).  “Penny stock” is has adopted regulations that generally defined asdefine a penny stock to be any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. Under such rule, broker-dealers who recommend low-priced securitiesshare, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than establishedprior customers and accredited investors, must, satisfyprior to the sale, make a special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent priorpurchaser’s written agreement to execute the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock.

The required penny stock disclosures includeUnless an exception is available, the requiredregulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with it. Suchtrading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

The sales practice requirements of the Financial Industry Regulatory Authority (“FINRA”) may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Company’s common stock, which may limit your ability to buy and sell the Company’s stock and have an adverse effect on the market for our shares.

Risks Related to Israeli Law and Our Operations in Israel

We have offices and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.

While our executive offices are located in the United States, we maintain offices in Israel. In addition, many of our officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. During November 2012, July 2014 and as recently as November 2019, Israel was engaged in an armed conflict with militia groups, one of which is a political party who control the Gaza Strip. In addition, recent political uprisings and conflicts in various countries in the Middle East, including Egypt and Syria, are affecting the political stability of those countries. It is not clear how this instability will develop and how it will affect the political and security situation in the Middle East. This instability has raised concerns regarding security in the region and the ability of purchaserspotential for armed conflict. In addition, it is widely believed that Iran, which has previously threatened to sell their securitiesattack Israel, has been increasing efforts to achieve nuclear capability. Iran is also believed to have a strong influence among extremist groups in the secondary market.region, such as Hamas in Gaza and Hezbollah in Lebanon. Additionally, the Islamic State of Iraq and Levant (“ISIL”) a violent jihadist group, is involved in hostilities in Iraq and Syria and has been growing in influence. Although ISIL’s activities have not directly affected the political and economic conditions in Israel, ISIL’s stated purpose is to take control of the Middle East, including Israel. The tension between Israel and Iran and/or these groups may escalate in the future and turn violent, which could affect the Israeli economy in general and us in particular. Any potential future conflict could also include missile strikes against parts of Israel, including our offices and facilities. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and could make it more difficult for us to raise capital. Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, various state securities laws impose restrictions on transferring "penny stocks"the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Our commercial insurance does not cover losses that may occur as a result investorsof an event associated with the security situation in the common stockMiddle East. Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions generally and could harm our results of operations.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have their abilityan adverse impact on our operating results, financial conditions or the expansion of our business.

Our operations are subject to sell their sharescurrency and interest rate fluctuations.

We incur expenses in U.S. dollars and NIS, but our financial statements are denominated in U.S. dollars. The U.S. dollar is our functional currency. However, as we also incur expenses in NIS, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, we are exposed to the risk that the NIS may appreciate relative to the dollar, or, if the NIS instead devalues relative to the dollar, that the inflation rate in Israel may exceed such rate of devaluation of the common stock impaired.

THE OFFERING

This Prospectus relates toNIS, or that the Company’s saletiming of 3,000,000 shares of its common stock, par value $0.0001, at a price per share of $1.50.  This offering (the “Primary Offering”) will terminate 90 days after its commencement.  This issuch devaluation may lag behind inflation in Israel. In any such event, the initial public offeringdollar cost of our common stock.  We are offering the Primary Offering shares onoperations in Israel would increase and our dollar-denominated results of operations would be adversely affected.

It may be difficult to enforce a self-underwritten “best efforts” basis directly throughjudgment of a United States court against us and our executive officers and directors.  There is no minimum numberdirectors to assert United States securities laws claims in Israel or to serve process on our officers and directors and these experts.

Our executive office, corporate headquarters and manufacturing facilities are located in Israel. In addition, all of shares required to be purchasedour officers and therefore,directors are residents of Israel. All of our assets and most of the total proceeds received byassets of these persons are located in Israel. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the Companycivil liability provisions of the U.S. federal securities laws, may not be enough for us to fully implement our business plan.  No commission or other compensation related tocollectible in the sale of the Primary Offering shares willUnited States and may not necessarily be paid to our directors and executive officers for any sales that they may make thereunder.  However, we may engage registered broker-dealers to assist us in identifying suitable prospective purchasers under the Primary Offering, in which case we may pay a finder’s fee of up to 10% of the aggregate gross proceeds that the Company receives from all sales for which such broker-dealers act as finder.  As of the date hereof, we have not engaged any registered broker-dealer to act as a finder in connection with the Primary Offering. For more information, see the headings “Use of Proceeds” and “Plan of Distribution” herein.

In addition, there are 1,100,000 shares of common stock being registered for saleenforced by the Selling Stockholders of the Company (the “Secondary Offering”).  Nine hundred thousand (900,000) of these shares are issuable upon conversion of an 8% Convertible Debenture issued to Alpha Capital Anstalt on April 1, 2015.  The additional 200,000 shares being registered under the Secondary Offering were issued to Greenblock Capital LLC at the Company’s inception in March, 2015, in consideration of a $1,000 cash subscription.  See the heading “Selling Stockholders” herein.

Until such time as  any market for our common stock exists on the OTCQB or other suitable quotation medium then exists, the Selling Stockholders will be offering the Secondary Offering shares of common stock at the fixed price of $1.50 per share.  At such time as the a market exists on the OTCQB, the Selling Stockholders may offer and sell their shares of common stock at prevailing market prices or at privately negotiated prices.  The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders.  No underwriting arrangements have been entered into by any of the Selling Stockholders.   The Selling Stockholders and any intermediaries through whom such securities are soldIsraeli court. It also may be deemeddifficult to affect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be “underwriters” within the meaning of the Securities Actdifficult for an investor, or any other person or entity, to initiate an action with respect to United States securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of United States securities laws reasoning that Israel is not the securities offered,most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not United States law is applicable to the claim. If United States law is found to be applicable, the content of applicable United States law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any profits realizeddamages awarded by either a United States or commissions receivedforeign court.

Our operations may be deemed “underwriting compensation.”disrupted as a result of the obligation of management or key personnel to perform military service.

Our employees and consultants in Israel, including members of our senior management, may be obligated to perform one month, and in some cases longer periods, of military reserve duty until they reach the age of 40 (or older, for citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of our officers, directors, employees and consultants. Such disruption could materially adversely affect our business and operations.

USE OF PROCEEDS

Assuming the sale of all 3,000,000 shares in the Primary Offering, we estimate that net proceeds will be $4,450,000 after deducting estimated registration expenses of $50,000.  If registered broker-dealers act as finders in the Primary Offering and become entitled to a 10% finder’s fee on the maximum aggregate gross proceeds of $4,500,000, total finder’s fees will equal $450,000 and net proceeds to the Company will be $4,000,000.  The calculations in the table below are based on aggregate net proceeds of $4,000,000.  We expect that the net proceeds of the Primary Offering will be used for expenses relating to our application for quotation of our common stock on the OTCQB as well as research and development; sales, advertising and marketing; development of strategic alliances; general and administrative expenses; and working capital.  In the event that we sell less than the maximum number of shares under the Primary Offering, our first priority will be to pay the expenses of registering our common stock and becoming a publicly traded company.  The

15

following table summarizes our anticipated use of the net proceeds of the Primary Offering depending on whether we sell 100%, 75%, 50% or 25% of the shares being offered in the Primary Offering:

100%

75%

50%

25%

Of Public Offering Shares Sold

Fees associated with application

for OTCQB symbol

$    20,000

$    20,000

$   20,000

$   20,000

Research & Development

$  800,000

$  500,000

$  400,000

$  200,000

Sales, Advertising & Marketing

$  600,000

$  500,000

$  400,000

$  200,000

Development of Strategic Alliances

$  500,000

$  500,000

$  200,000

$  100,000

General & Administrative

$  700,000

$  600,000

$  300,000

$  100,000

Working Capital

$1,380,000

$  867,500

$  655,000

$  342,500

Total Use of Net Proceeds

$4,000,000

$2,987,500

$1,975,000

$  962,500

We will not receive any partproceeds neither from the offering of the proceedsExchange Shares nor from the sale of the common stock18,200,592 shares of Common Stock subject to resale by the Selling Stockholders under this prospectus. We will incur all costs associated with the preparation and filing of the registration statement of which this prospectus is a part. Brokerage fees, commissions and similar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable Selling Stockholders.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is currently no established public trading market for our shares of Common Stock. Our Common Stock is quoted on and trades in the Secondary Offering.OTC Pink Market under the symbol of “USDR”. The OTC Pink Market is a computer network that provides information on current “bids” and “asks”, as well as volume information. Trading in stocks quoted on the OTC Pink Market is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. Furthermore, quotations on the OTC Pink Market reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

As of April 24, 2020, there were approximately 80 stockholders. This figure includes an indeterminate number of stockholders who hold their shares in “street name.”

Dividends

We have not paid dividends on our common stock since inception and the Company does not intend to pay any dividends to its stockholders in the foreseeable future. The Company currently intends on retaining earnings, if any, to reinvest in its development and growth. The declaration of dividends in the future will bear allbe at the election of our board of directors and will depend upon our earnings, capital requirements, financial position, general economic conditions, and other costs, fees,factors the board of directors deems relevant.

Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and expenses incurredwe do not have any outstanding stock options.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in effectingthis prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly those under "Risk Factors." All amounts are in U.S. dollars and rounded.

Readers are urged to carefully review and consider the registrationvarious disclosures made by us in this report and in our other reports filed with the SEC. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for our products, and competition.

The following discussion provides information that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion below should be read in conjunction with the financial statements and accompanying notes contained elsewhere in this prospectus.

UAS DRONE CORP. (PRE-REVERSE-MERGER ENTITY)

The following discussion and analysis pertain to our Company as of December 31, 2019 and does not take into consideration the financial results of Duke. Please refer to a separate discussion and analysis regarding Duke’s financial results as of December 31, 2019 below.

Company Overview

As of December 31, 2019, we had no business operations and were a shell company, as such term is defined in Rule 12b-2 of the Exchange Act.

Share Exchange Agreement

On March 4, 2020, the Company consummated the Share Exchange Agreement with Duke, and the shareholders of Duke who executed and delivered the Share Exchange Agreement, pursuant to which Duke became a majority-owned subsidiary of the Company. The Share Exchange closed on March 9, 2020. Such closing date is referred to as the “Effective Time.”

Pursuant to the terms of the Share Exchange Agreement, at the Effective Time, the Company issued an aggregate of 28,469,065 shares covered by this Prospectus, including, without limitation, all registrationof its Common Stock to the Duke’s stockholders in exchange for 22,920,107 shares of Duke’s issued and filing fees, and fees and expenses of our counsel, consultants and accountants.

DETERMINATION OF OFFERING PRICE AND DILUTION

In determining the Primary Offering price of ouroutstanding shares of common stock, we considered several factors, including:

·

Our start-up status;

·

Prevailing market conditions, including the historyrepresenting approximately 99% of Duke’s issued and prospects for the industry in which we compete;

·

Our future prospects; and

·

Our capital structure.

The Primary Offering prince does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in any market that may develop for our common stock.  We can provide no assurance that any public market for our common stock will develop or continue or that our common stock will ever trade at a price equal to or greater than the Primary Offering price.  Such offering price has no relationship to any criteria of value such as book value or earnings per share.  Because we have no significant operating history, the price of our common stock is not based on past earnings; nor is it indicative of the market value of our assets.  No valuation or appraisal has been prepared for our business.  Our common stock is not presently traded on any market or securities exchange and we have not applied for listing or quotation on any public market.  We can not assure you that any public market for our common stock will ever develop or continue or that our common stock will ever trade at a price equal to or greater than the offering price in this offering.

We will not receive any money from the Selling Stockholders when they sell theiroutstanding shares of common stock. Until such time as ourAccordingly, each outstanding share of Duke common stock is traded onwas exchanged for the OTCQB or other suitable quotation medium, the Selling Stockholders will be offering the Secondary Offeringright to receive 1.2421 shares of common stock at the fixed price of $1.50 per share.  At such time as the a market exists on the OTCQB, the Selling Stockholders may offer and sell their shares of common stock at prevailing market prices or at privately negotiated prices.

If you invest in our common stock, you will experience immediate and substantial dilution to the extent of the difference between the price per share that you pay for our shares and the pro forma net tangible book value of our shares immediately after the offering.  Dilution is the difference between the price paid for the shares and our net tangible book value.  The net tangible book value of our common stock on June 30, 2015, was ($125,955), or ($0.115) per share, based upon 1,100,000 outstanding shares.  Net tangible book value per share is determined by subtracting our total liabilities

16

from our total tangible assets and dividing the remainder by the number of shares of common stock outstanding.  These computations take into account the estimated expenses of this offering of approximately $50,000 but do not account for the potential payment of up to $450,000 in finder’s fees to any registered broker-dealers who may act as finders in connection with the Primary Offering.  The offer and sale by the Selling Stockholders of shares issuable upon conversion of the Debenture will not affect the net tangible book value of our common stock, excluding computations taking into account the issuance of the shares underlying the Debenture and any reduction in our outstanding debt in connection with the conversion of the Debenture.

The following table illustrates dilution to investors on an approximate dollar per share basis, depending upon whether we sell 100%, 75%, 50%, or 25% of the shares being offered in the Primary Offering:

100%

75%

50%

25%

Company’s Common Stock. Of Public Offering Shares Sold

Offering price per share

$1.50

$1.50

$1.50

$1.50

Net tangible book value per

share before offering

$(0.115)

$(0.115)

$(0.115)

$(0.115)

Increase per share attributable

to investors

$1.165

$1.085

$0.913

$0.628

Pro forma net tangible book value

per share after offering

$1.05

$0.970

$0.798

$0.513

Dilution per share to investors

$0.45

$0.53

$0.702

$0.987

We cannot assure you that any public market for our common stock will equal or exceed the sales prices of the shares of Duke common stock that we may sellwere exchanged for shares of the Company’s Common Stock, 51,410 (representing 63,856 shares of the Company’s common stock post-Share Exchange, or the “Exchange Shares”) shall be issued but remain in escrow until the Primary Offering.  Purchasers of our shares faceCompany completes the risk that theirShort-Form Merger, pursuant to which, such shares will not be worth what they paid for them.issued to their respective holders.

SELLING STOCKHOLDERS

As such, at the Effective Time, the Duke stockholders owned an equivalent of approximately 71% of the Company’s Common Stock. After giving effect to the Share Exchange, Duke became a majority owned subsidiary of the Company. As noted above, following the Share Exchange, the Company adopted the business plan of Duke.

On April 1, 2015, we closed29, 2020, the Company, Duke and UAS Sub entered into the Merger Agreement, pursuant to which UAS Sub will merge into, and acquire, the remaining outstanding shares of the Non-Participating Duke Holders. See “Short-Form Merger” below.

In conjunction with the consummation of the Share Exchange, and as a Securities Purchase Agreement by whichcondition thereof, the Company entered into the following agreements: (i) several convertible loan agreements, on the same terms, in the aggregate amount of $965,000 (each, a ”Convertible Loan Agreement”), (ii) securities exchange agreements (each, an “Exchange Agreement”) with outstanding debt holders of the Company, Alpha Capital Anstalt (“Alpha Capital”Alpha”) and GreenBlock Capital LLC (“GBC”) to respectively cancel existing debentures or debt and in exchange issue new debentures in the “Holder”) purchased the Debenture, having a total principalaggregate amount of $300,000.  The Debenture has$400,000 (the “New Debentures”) and issue 698,755 and 65,198 shares of Common Stock to each of Alpha and GBC, respectively, (iii) several Securities Exchange Agreements, on the same terms, to exchange a Promissory Note, dated September 2, 2019, with a maturity date of April 1, 2017,September 2, 2021 in the amount of $35,000 (the “Promissory Note”) for 9,623,621 shares of Company common stock (the “Note Conversion”) and bears an annual interest rate(iv) a Registration Rights Agreement (the “Registration Rights Agreement”) with GBC, Alpha, the Primary Lenders (as defined below) and certain Duke shareholders. The deemed beneficial owners of eight percent.  Interest is payable quarterly on January 1, April 1, July 1 and October 1 in cash.  

All overdue accrued and unpaid interest to be paidthe Common Stock, or other securities, issuable under the Debenture shall entail a late fee at an interest rate equalparties to the lesserConvertible Loan Agreements and the Note Conversion are identical and, as such, we refer to these parties as the “Primary Lenders.”

Convertible Loan Agreements

On March 9, 2020, the Company entered into the Convertible Loan Agreements with each of 18% per annumthe Primary Lenders, pursuant to which, the Primary Lenders agreed, subject to the satisfaction or waiver of the maximum rate permitted by applicable law, which shall accrue daily fromconditions set forth in each of the date such interest is due through and includingConvertible Loan Agreements, to provide the dateCompany with an aggregate loan of actual payment in full.  At any time after$965,000.

The Primary Lenders will have the original issue date untiloption to convert the Debenture is no longer outstanding, the Debenture is convertibleunpaid balance of their respective Convertible Loan Agreements into shares of the Company’s common stock based on the lower of (A) lowest effective price per share set in connection with any funds raised by the Company during the six (6) months following the Effective Time (“Effective price” per share means (i) if only shares of Company common stock are sold in a transaction, the amount actually received in cash by the Company and (ii) if shares of Company common stock are sold in a transaction and, in connection therewith additional securities or rights are sold or otherwise issued, the amount actually received in cash by the Company, for the shares of Company common stock and such additional rights upon their issuance, reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes option pricing model or another method determined by the Company in good faith), in each case divided by the number of shares of Company common stock issued in such transaction); (B) 80% of the lowest effective price per share set in connection with any funds raise by the Company at any time subsequent to six (6) months following the Holder’s election atEffective Time until such time as the Loans are fully repaid or otherwise converted (provided however that such price per share shall not be available in the event of an issuance of Alternative Securities (as defined below) to the Primary Lender); (C) a price of $0.33 per share subject to adjustmentreflecting a post-money valuation of the Company of $15,000,000 following the next investment in the Company following the Effective Time; or (D) the conversion price, as adjusted for a resultDilutive Event (as defined hereunder), under the New Debentures. The conversion price is currently $0.374.

If the Company issues shares of stock dividends,other than common stock splits andor other securities (“Alternate Securities”) prior to the like. The Company shall not effect anyfull conversion or repayment of the Debenture,loan amount under each Convertible Loan Agreement, then the Primary Lender shall be entitled to declare that the shares issued pursuant to a conversion shall be Alternate Securities having the same class, rights, preferences and privileges as will be attached to such class of Alternate Securities; provided that in order to receive such Alternate Securities, the Holder will not have the rightPrimary Lender shall be required to convert any portion thereof, to the extent that such conversion would resultunpaid balance and accrued and unpaid interest then outstanding under the Convertible Loan Agreement in the Holder owning more than 4.99%full. The Convertible Loan Agreements contain a beneficial ownership limitation set at 9.99% of the number of shares of common stock outstanding immediately after such conversion (the “Debenture Beneficial Ownership Limitation”).  Upon no less than 61 days’ noticegiving effect to the Company, the Holder may increase or decrease the Debenture Beneficial Ownership Limitation, provided that it may in no event exceed 9.99%.

Upon the occurrence of any “Event of Default” as defined in Section 8(a) of the Debenture, the outstanding principal and accrued interest thereon shall become immediately due and payable at the Holder’s election in the “Mandatory Default Amount” as defined in the Debenture.  “Mandatory Default Amount”  means the sum of (a) the greater of (i) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest thereon, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the Debenture, plus 100% of accrued and unpaid interest thereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the Debenture.  “VWAP” is defined in the Debenture as the price determined by the first of the following clauses that applies: (a) if the Company’s common stock is then listed or quoted on a trading market, the daily volume weighted average price of the

17

common stock for such date (or the nearest preceding date) on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a trading market, the volume weighted average price of the common stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the common stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the common stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the common stock so reported, or (d) in all other cases, the fair market value of a share of common stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 “Events of Default” include, but are not limited to, any default in the timely payment of principal or interest on the Debenture; the breach of any Debenture covenant that is not cured within the applicable cure period; and the failure to timely deliver stock certificates to the Holder upon any Debenture conversion.  The Company’s failure to obtain listing or quotation for trading of its common stock on an applicable trading market within 90 days of the effective date of the registration statement of which this prospectus is a part shall also constitute an Event of Default, as would its failure to obtain registration of its common stock under the Exchange Act by September 15, 2015, such registration date being defined in the Debenture as the “Going Public Date.”

If the Company, at any time while the Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of common stock on shares of common stock or any common stock equivalents; (ii) subdivides outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of its common stock, any shares of its capital stock, then the conversion price of the Debenture shall be multiplied by a fraction of which the numerator shall be the numberissuance of shares of common stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of common stock outstanding immediately after such event.  

In connection with the Securities Purchase Agreement, the Company agreed to make a primary offering of Common Stock on an effective registration statement on Form S-1 under the Securities Act on or before July 15, 2015.  The expenses of such registration shall be borne by the Company.  We are also obligated to register our shares of common stock under Section 12(g) of the Exchange Act by July 15, 2015, and our failure to achieve effectiveness of such registration by July 31, 2015, would  constitute an Event of Default under the terms of the Debenture.  However, effective as of July 29, 2015, the Holder executed an Extension Agreement by which it agreed to extend this deadline to September 15, 2015.

Under the terms of the Securities Purchase Agreement, at the closing thereof, we reimbursed the Holder in the amount of $12,500 for its legal fees and expenses associated therewith.  

The following table shows the following information about the Selling Stockholders:

·

the number of shares of our common stock that each Selling Stockholder beneficially owned as of the  business day immediately prior to the filing of our registration statement;

·

the number of shares covered by this Prospectus; and

·

the number of shares to be retained after this offering, if any.

All figures in this table assume the issuance of all shares currently issuable upon conversion of the Debenture.

18

(1)

We assume no purchase in this offeringloan provided by the selling stockholders of any shares of our common stock.  Primary Lender under their respective Convertible Loan Agreement; provided, however that each Primary Lender may increase such beneficial ownership limitation to 19.99% upon prior notice to the Company.

(2)

No director, advisory director, executive officer or any associate of any director, advisory director or executive officer has any interest, direct or indirect, by security holdings or otherwise, in any of these corporate Selling Stockholders, other than Christopher M. Nelson, our director, who is Managing Director of GreenBlock Capital; however, Mr. Nelson has no ownership interest in or executive control over that Selling Shareholder.

(3)

Konrad Ackermann has discretionary authority to vote and dispose of the shares held by Alpha Capital.

(4)

This figure represents the number of shares issuable upon full conversion of the $300,000 principal amount of the Debenture at a conversion price of $0.33 per share.  Under the terms of the Debenture, Alpha Capital may not convert any portion of the Debenture if such conversion would result in its being the beneficial owner of more than 4.99% of UAS’s outstanding shares of common stock.  This figure may be increased to 9.99% at Alpha Capital’s discretion.

(5)

Christopher Spencer has discretionary authority to vote and dispose of the shares held by GreenBlock Capital.

(6)

These percentages do not take into account any shares that may be issued to Alpha Capital upon full or partial conversion of the Debenture.

PLAN OF DISTRIBUTION

The Primary Offering will be sold in a “direct public offering” through our directors and executive officers, who may be considered underwriters as that term is defined in Section 2(a)(11) of the Securities Act.  Our directors and executive officers will not receive any commission in connection with the sale of the shares.  They intend to sell the Primary Offering shares to pre-existing business contacts.

Our directors and executive officers will be relying on, and complying with, Rule 3a4-1(a)(4)(ii) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sale of the Primary Offering shares.  In order to rely on such “safe harbor” provisions, each must be in compliance with all of the following requirements;

·

He must not be subject to a statutory disqualification;

·

He must not be compensated in connection with such selling participation by payment of commissions or other payments based either directly or indirectly on such transactions;

·

He must not be an associated person of a broker-dealer;

·

He must primarily perform, or be intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Company otherwise than in connection with transactions in securities; and

·

He must perform substantial duties for the Company after the close of the offering not connected with transactions in securities, and not have been associated with a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months.

Our directors and executive officers will comply with the guidelines enumerated in Rule 3a4-1(a)(4)(ii).  Neither any director or executive officer nor any of his affiliates will be purchasing shares in the offering.

In their sole discretion, our directors and executive officers may engage the services of registered broker-dealers to assist with the identification of suitable potential investors in the Primary Offering.  We may pay any such registered broker-dealers a finder’s fee of up to 10% of the aggregate gross Primary Offering proceeds from purchasers for whom

19

they act as finder.  As of the date hereof, we have not engaged any registered broker-dealer to act as a finder in connection with the Primary Offering.

You may purchase shares by completing and manually executing a Subscription Agreement and delivering it to our office with your payment in full for all shares that you wish to purchase.  A copy of the form of Subscription Agreement is attached as an exhibitaddition, pursuant to the registration statement of which this Prospectus is a part.  Your subscription will not become effective until accepted by the Company and approved by our counsel.  Acceptance will be based upon our confirmation that you have purchased the shares in a state that provides for an exemption from registration.  Our subscription process is as follows:

·

The Company delivers the Prospectus, with Subscription Agreement, to each offeree;

·

The Subscription Agreement is completed by the offeree and submitted with check back to the Company;

·

Each subscription is reviewed by Company counsel to confirm completion of the Subscription Agreement and the availability of a registration exemption in the state of residence of the offeree;

·

Once approved by Company counsel, the subscription is accepted by the Company and the funds are deposited into the Company bank account within four business days of acceptance;

·

Subscriptions that are not accepted are returned with all funds sent with such subscriptions within three business days of such rejection, without interest or deduction of any kind.

Funds will be deposited into the Company’s checking account at Bank of America.

The Selling Stockholders of our common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market on which the Company’s common stock is listed or quoted or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.  Until there is a suitable public market, these sales will be at the fixed price of $1.50 per share or at negotiated prices.  At such time as there is a suitable market, Selling Stockholder may use any one or more of the following methods when selling securities:

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

settlement of short sales;

·

in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated price per security;

·

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·

a combination of any such methods of sale; or

·

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),Convertible Loan Agreements, if available, rather than under this Prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.  

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume.  The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.  The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial

20

institution of securities offered by this Prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  The Selling Stockholders have informed the Company that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

Because the Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencementmaturity date of the distribution.  In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholders or any other person.  We will make copies of this Prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

There is no guarantee that any Selling Stockholder will sell any of our common stock.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of 110,000,000 shares, all of which have a par value of one-tenth of one mill ($0.0001) per share.  Of the total shares, 100,000,000 are designated as common stock, and 10,000,000 are designated as preferred stock.  As of the date hereof, we have 1,100,000 shares of common stock and no shares of preferred stock outstanding.  Under the terms of their Employment Agreements withsuch loans, the Company Chad Swan and David Sweeney are eligible to receive such stock options as our Boardenters into an event of Directors may determine from time to time.  However, our Board of Directors has not granted any such options and we have no common equity that is subject to outstanding options or warrants to purchase, or securities convertible into, shares of our common stock.  As ofdefault (as defined in the date hereof, none of our outstanding shares of common stock is eligible to be sold pursuant to Rule 144 ofagreements), then the Securities and Exchange Commission.   However, we have agreed to register a total of 900,000 shares of common stock that may be issued upon full conversion of the Debenture held by Alpha Capital Anstalt and an additional 200,000 shares that are held by GreenBlock Capital, and these 1,100,000 shares constitute a portion of the 4,100,000 shares being registered on the registration statement of which this Prospectus is a part.  See the caption “Selling Stockholders” of this Prospectus.

Common Stock

Holders of shares of common stockPrimary Lenders shall have the right to cast one vote for each shareconvert the amount then outstanding under their respective Convertible Loan Agreements at the nominal price of common stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute, by our articles of incorporation, or by our bylaws, the presence, in person or by proxy duly authorized, of the one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our articles of incorporation.

21

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Holders of shares of our common stock are not entitled to preemptive or subscription or conversion rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of common stock are, and the shares of common stock sold($0.0001 per share of common stock).

Debenture Exchange

The Company entered into Exchange Agreements with each of Alpha and GBC, whereby the parties to the separate Exchange Agreements agreed to amend the terms of the debentures issued to such lenders in April 2015, 2016 and 2017 (the “Old Alpha Debentures”) and for advances made by GBC from February 2016 to the date hereof (the “GBC Debt Advances”) respectively, pursuant to separate securities purchase agreements, by way of cancellation of the Old Alpha Debentures and GBC Debt Advances and entering into the Exchange Agreement providing for the issuance of new debentures (the “New Debentures”) and the issuance of 698,755 and 65,198 shares of Common Stock to each of Alpha and GBC, respectively.

The New Debentures are in the offeringaggregate amount of $400,000, mature three years from the date of their issuance, or on March 9, 2023, years, bear interest at a rate of 8% per year and are only convertible into shares of the Company’s Common Stock, at an original conversion price of $0.374 (the “Original Conversion Price”); provided, however, that such Original Conversion Price shall be adjusted downward in the event that the Company, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company’s Common Stock at an effective price per share that is lower than the Original Conversion Price (such issuance, a “Dilutive Event”). In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. The Exchange Agreement contains customary representations, warranties and covenants of the Company and purchaser for similar transactions.

Note Conversions

Immediately prior to the Effective Time, as a condition to the closing of the Share Exchange, the Company issued to the Primary Lenders of the Promissory Notes such number of the Company’s Common Stock equal to approximately 24% of the post-Exchange shares of the Company’s Common Stock, or an aggregate amount of 9,623,621 shares of the Company Common Stock, equal to a price of approximately $0.00367 per share, with the purpose of the recapitalization being to allow the Company to satisfy the conditions to completing the Share Exchange.

Registration Rights

Immediately prior to the Effective Time, and effective at such time, the Company entered into the Registration Rights Agreement with, among others, Alpha, GBC and the Primary Lenders, to permit them to have their securities in the Company included in a registration statement for resale by the holder when filed by the Company on a piggyback basis and one demand registration right. The Company is responsible for bearing the costs of any of these acts of registration of the securities.

Short-Form Merger

On April 29, 2020, the Company, Duke, and UAS Sub, entered into the Merger Agreement, pursuant to which UAS Sub will when issuedmerge, upon the satisfaction of customary closing conditions, with and into Duke. Upon closing of the Short-Form Merger, each outstanding share of UAS Sub’s common stock, par value $0.0001 per share, shall be fully paidconverted into and non-assessable.become one share of common stock of Duke, with Duke surviving as a wholly-owned subsidiary of the Company.

Preferred StockPursuant to the Merger Agreement and the terms of the Share Exchange Agreement, the Company will acquire the remaining outstanding shares of Duke held by the Non-Participating Duke Holders. The proposed acquisition of the shares of Duke common stock from the Non-Participating Duke Holders in the Short-Form Merger is expected to occur at the Exchange Ratio.

Our BoardThe Company intends to effectuate the Short-Form Merger in accordance to the short-form merger provisions of Directors also hasSection 253 of the authorityDelaware General Corporation Law. There is and can be no guarantee that the Company is able to designateconsummate the rights and preferences, includingShort-Form Merger thereby causing Duke to become a wholly-owned subsidiary. The consummation of the Short-Form Merger will be conditioned, but not limited to, the voting rights, redemption rights, conversion rights and right to payment of dividends, of our preferred stock.  The Board of Directors has not designated any such rights or preferences, or designated any series of our preferred stock, and we are not registering any shares of our preferred stock inon the registration statement of which this Prospectus is a part.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The December 31, 2014 financial statements included in this Prospectus and in the registration statement of which it is a part have been audited by David Brooks and Associates CPA's, P.A., independent registered public accounting firm, to the extent and for the periods set forth in their report, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

No expert named in the registration statement of which this Prospectus is a part as having prepared or certified any part thereof (or who is named as having prepared or certified a report or valuation for use in connection with the registration statement) or counsel for the registrant named in this Prospectus as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of such securities was employed for such purpose on a contingent basis, or at the time of such preparation, certification or opinion or at any time thereafter, had or is to receive in connection with the offering a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries or was connected with the registrant or any of its parents or subsidiaries as a promoter, managing underwriter (or any principal underwriter, if there are no managing underwriters) voting trustee, director, officer, or employee.

DESCRIPTION OF BUSINESS

Organizational History

The Company is a developer and manufacturer of Unmanned Aerial Systems, with the goal of providing a superior Quadrotor aerial platform at an affordable price point in the commercial aviation sector. To date, we have sold a nominal number of these Quadrotor systems, however, we are actively seeking new orders. A Quadrotor is a multirotor unmanned aircraft with four rotors. The Quadrotor’s lift is generated from the rotors which propel the vehicle vertically. The aircraft itself is controlled by an electronic remote controlled operating system which is enabled by the pilot on the ground.

UAS’s Quadrotor, has two sets of winged propellers that operate clockwise and counter-clockwise in order to mobilize and stabilize in flight. The Quadrotor’s motion is changed through speed and altitude by the altering of propeller rotation, which inevitably affects the weight, lift and torque of the vehicle. The four rotors of the Quadrotor have the same design and diameter, which allow the Quadrotor to minimize kinetic energy when airborne. Onboard, the Quadrotor has sensors and GPS, which help the pilot stabilize the aircraft on takeoff, flight and landing.

The CEO of UAS, Chad Swan, is a retired US Marine and formerly served as the head of the UAV Pioneer Program for the US Navy. Our Vice President, David Sweeney, is also a retired US Marine who has spent his entire military and professional career in the Unmanned Vehicle sector. Swan and Sweeney are considered to be expert pilots, developers and programmers of the aircraft systems for Unmanned Aerial Vehicles. Both have track records of networks and knowledge of UAV innovations and technological advances for military and commercial uses.

The evolution and development of our Quadrotor has taken place over the course of years of initial research, physical R&D, and software and hardware innovations. The Quadrotor’s operating characteristics have been a focal point of this effort, with the goal of providing a superior Quadrotor for implementation within a majority of facets in Law Enforcement and Public Safety markets. The Quadrotor offers up to 45 minutes of flight time, GPS navigation and integrated video/surveillance via GoPro 4 Hero, in an emerging market that has a high demand for a dependable and fortified infrastructure, with easy and efficient operations.

22

Our Products and Services

The Quadrotor has been developed to serve as a tool for efficient surveillance and reconnaissance for government bodies and agencies across the United States. The Law Enforcement sector itself is an industry constantly looking to implement innovative practices to save time and serve their citizens to the fullest extent. We believe that our Quadrotor will provide a swift and convenient aid to search and rescue missions, crime scene investigations, public safety, monitoring traffic for emergency responders, and other similar activities.  

The production and manufacturing of the Quadrotor takes place in Louisiana.  The makeup and design of the Quadrotor consists of a platform, system and controller, and a multi-use case. We currently have the capacity to manufacture up to 40 UAV platforms per month, and with additional staffing, we can increase that number to meet on-going sales projections.  We may also look to outsource manufacturing to third parties if the necessity arises.

The Quadrotor platform consists of a TBS Discovery Frame, Carbon Fiber Booms, LED Lighting, 3 DR Pixhawk Autopilot, Dual GPS Systems, 3DR 915 mAh Telemetry Radio, 14.8V Li-Po 10,900 mAh battery and Tiger motors. The TBS Discover Frame is a durable and crash resistant multirotor frame, which essentially is the base of this dynamic product, for FPV flight and implementing video/data link. The Carbon Fiber Booms are the 4 light weight “wings” and are more durable than plastic, in this Quadrotor platform.  The aircraft lighting is LED, which assists with the functionalities of navigation, taxiing, recognition, landing, surveillance and more. The 3 DR Pixhawk Autopilot system is an open-hardware technology that links with the Quadrotor’s remote control to provide real-time flight operations, with sensors and the LED Lighting. The Dual GPS is integrated with a receiver to deliver navigational accuracy to the centimeter, which helps the aircraft avoid obstacles like walls, cell towers, structures, trees, etc. The 3DR 915 mAh Telemetry Radio provides an open source, long range, and light weight radio frequency system configured for the Quadrotor’s communication support.  The Quadrotor is powered by the 14.8V Li-Po 10,900 mAh Battery, which is light weight and has what we believe to be higher energy density than any other rechargeable battery, with longer storage life. Finally, Tiger motors provide the propulsion system with its T-motor and 4 propellers.

The Quadrotor system and controller includes a DX-7 Spektrum Radio, GoPro Hero 4 Camera, Brushless Motor Camera Gimbal, 1.2/1.3 GHz Video Tx/Rx and Nextbook Android Tablet. From our experience, the DX-7 Spektrum Radio processes signals faster than any other high-end PCM system, while maintaining a high level of frequency without interference from commercial broadcast towers, or another RC system. The GoPro Hero 4 Camera is a versatile application that captures high resolution image quality at 4k30 and 2.7k60 and a high frame rate of 1080p120 for videos. The Brushless Motor Camera Gimbal is a high performance stabilized aerial system and motor that can handle the content of the GoPro4 Hero camera, and is ideal for multi-axel aircrafts. The 1.2/1.3 GHz Video Tx/Rx is the long range transmitter and receiver system for video and data. The Nextbook Android Tablet is the control operating system for the Quadrotor and its flight applications.  

The Quadrotor multi-use case and kit comes with Hitec X4 AC/DC Charger, Extra Flight Pack Battery, Extra Set of Carbon T-Props and a 12.1” LCD FPV Monitor. The IM3220 Pelican Case is not only to store the Quadrotor, but is a mobile workstation as well. The Hitec X4 AC/DC Charger is a high-end portable charger for all micro flying capabilities, with AC Inputs of 100-240 volts and DC Inputs of 11-15 volts. The Extra Flight Battery is included in case of any issues pertaining to the Quadrotor’s 14.8V Li-Po 10,900 mAh battery. The Extra Carbon T-Props are included so that if any propellers on the Quadrotor are underperforming, they can be switched out. The 12.1” LCD FPV Monitor is customized in the multi-use case, with a high resolution LCD screen for video feed and surveillance without static interference.

We do not have any formal agreements with suppliers of the components of our Quadrotor platform or the software used to control it.  As almost all of these parts are off-the-shelf and readily available from different suppliers, we do not believe such agreements are necessary.  Further, we do not believe that licenses for use of products like the GoPro are necessary at this time.  

Our sales efforts are currently conducted through our web site and certain other marketing brochures (which include the specifications of our system, as discussed above). Our officers also make in-person visits and sales calls to potential purchasers of our products.  We plan on attending tradeshows and other forums in the future to further our sales and marketing efforts.  We may also partner with distributors and sales professionals in the future who have specific channels into Law Enforcement and other similar sectors.

To date we have spent approximately $50,000 on research and development activities, not including time dedicated by our officers.  We anticipate that another $200,000 to $300,000 will be spent over the following year to further refine the Quadrotor platform, as well as other software components and packaging.  We also anticipate that another $300,000 to $400,000 will be spent on sales and marketing activities, including advertising, travel, in-person demonstrations and

23

tradeshows.  Inclusive of overhead, we anticipate that $1,000,000 will be required to fully reach our business goals, including ramping up sales and supporting those sales with service and warranties.  

The use of unmanned aerial vehicles for commercial purposes is governed by the Federal Aviation Administration (FAA).  Regulations providing safe harbors for commercial use of UAVs are expected to be finalized by the FAA within the following six to 12 months.  Today, for a commercial operator to fly a UAV, it must receive a “333” exemption from the FAA, or fall under certain specific areas.  Government agencies, including law enforcement and first responders, usually fall under these exempted areas.  While the Company is not required to obtain an exemption to sell its UAV products in the US, our customers will need such exemptions to use them.  Such rules may negatively affect our ability to sell our products.  We expect to work with our customers to help them qualify for exemptions prior to the issuance of final FAA rulings.

Consumer Products and Services

UAV Market Overview

According to UAV Market Research, the U.S. Military, which is the largest buyer of UAV’s in the world, is expected to generate more than $86.5 Billion in UAV purchases between 2013 and 2018. UAV manufacturing and development has essentially gone from a lab-testing concept to a battle-tested technology that we see in the news on a frequent basis. UAV’s have proven their value in operations internationally and are considered an essential component to U.S. military and the Department of Defense.

Market Research Media analysts have found that there is a widening gap between growing UAV fleet and UAV infrastructure development, especially in such sectors as training; service, support and maintenance; and data management. This gap creates a number of market opportunities for UAV vendors, both large defense contractors and small technology companies.

Military procurement of Unmanned Aerial Systems, including unmanned aircrafts and payloads, makes the Department of Defense the single largest consumer of UAV technology in the world. We predict that the U.S. Government will continue to invest in UAS as much as needed to keep its dominance, both technological and pure force factor, in the next decades. UAV Market Research. http://www.uavmarketresearch.com/. 17 February 2015.

Given the growth and demand in this market, one can project that UAV’s will be a universal tool for government bodies and agencies, particularly focused in Law Enforcement. Police agencies have spent hundreds of millions of dollars to buy firearms, armored cars and electronic surveillance gear, according to the annual reports submitted by local and state agencies to the Justice Department’s Equitable Sharing Program. Police and law enforcement agencies purchase an expensive mix of high-tech military products and gear, in particular electronic surveillance equipment, not only because of the technological innovations, but it helps in the efforts to promote public and citizen confidence by remaining adaptive to new practices of upholding the law and protecting the public well-being.

The Quadrotor is a product which is constantly changing in an innovative and technology savvy market. As the technology continues to improve, we expect that the costs associated with the manufacturing of the UAV will decrease. With the variety of models and uses for these aircrafts, the biggest variables in the industry are directly correlated to the applications and sensors on the UAV payload. Our competitor DJI is the one of the biggest players in the Quadrotor industry. Its mid-high market UAV platforms appeal to the majority of hobbyist and recreational demographics because their aircrafts come with a ready-to-fly video and customer support.

On the other hand, the Quadrotor is a high market UAV product which enables multiple state of the art applications, dual GPS, a GoPro Hero 4 and what we believe to be the longest flight time in the industry - up to 45 minutes. As a result, we believe Law Enforcement agencies will be able to deploy our Quadrotor for longer periods of time, unlike DJI and other competition average flight times. Our Quadrotor weighs 6 lbs. and has a payload capacity up to 355 grams.

Competitive Analysis

Though the quadrotor market is still heavily recreational, the shift over to the commercial market appears to be inevitable. The market leaders in UAV manufacturing are mostly international and are located in tech hubs. Asia has the most UAV manufacturers currently in operation. Chinese manufacturer DJI is the market leader in the mid to high end platform, followed by French based Parrot with a mid-market platform, and several companies like XAircraft American based in the United States, with low to mid-market platforms.

24

DJI Technologies, which is based in Shenzhen, China is the most established quadrotor manufacturer in the industry. As a company that thrives on innovative products, DJI has made high-end professional imagery creation one of its company goals for future success. The company benefits greatly from being in its location in Shenzhen, a Chinese “Silicon Valley”, where it has direct access to suppliers, raw materials, and creative talent. DJI’s products include the Phantom, Phantom 2 and DJI Inspire, which are all marketed to recreational and professional pilots. The DJI platforms do not come with cameras, but according to industry studies, DJI quadrotors are the easiest product to use and DJI has a highly respected customer service support system.

Parrot, a Paris, France based organization, is a leader in manufacturing and development of international consumer technology products, particularly in the smartphone industry. Having been a European market leader in wireless and hands-free communications systems, mobile connectivity and multimedia, Parrot has vertically integrated into one of the main players in the Unmanned Aerial Systems industry. Parrot’s products, AR Drone 2.0 and Bebop Drone are very popular and unique in that they have a built-in video system, Wi-Fi, smartphone and gaming features with their standard applications. Parrot is taking advantage of its targeted demographic in wireless devices and applying its quadrotor in the recreational/hobbyist market with an aesthetically pleasing product.

XAircraft America, a South Carolina, U.S. based company, is a manufacturer of low-mid end market quadrotors and drones. In the United States, small boutique manufacturers and developers are saturating the recreational/hobbyist market given the low barriers to entry and lack of regulatory policies. XAircraft America’s product is a ready-to-fly quadrotor with integrated FPV capabilities and a DIY kit. Their X650 Pro model has one of the best high quality video applications in the market, however the cost of the product is high for a low-mid end market platform.

Analysts predict that many of the high-end, middle and low-end manufacturers in the recreational and hobbyist market will soon shift towards commercial applications, given the success of international companies implementing drones for business practices. The US market sales are predicted to surpass $100M in the recreational/hobbyist market alone, according to the Consumer Electronics Association, up from $69M in 2014. Although the FAA has not approved the use of UAV’s for commercial applications, a majority of the UAV manufacturers in the recreational/hobbyist market are positioning their brands in preparation of regulations set forth by the FAA.

Growth Strategies

The Marketing and Sales platforms for our Quadrotor will be executed primarily through an e-commerce website and UAV expositions, where potential consumers can witness first hand demonstrations showing the capabilities of the product. The website offers a dynamic view of the Quadrotor’s photo, video and data collection applications and capabilities. There is also contact information, along with updates as to when a live demonstration will be taking place for potential consumers in a variety of locations. Our sales force, which will be conducted by trained UAV professionals and staff, will be responsible for presenting and demonstrating the product to the targeted audiences across the country, especially in the Law Enforcement and Security sector.

Employees

As of August 20, 2015, UAS had a total of three employees, one of whom is full-time.

Property

Our headquarters are located at 420 Royal Palm Way, Suite 100, Palm Beach, Florida 33480.  UAS currently utilizes another facility without rent located 514 Eight Mile Loop, Natchitoches, LA 71457.  This serves as the corporate research and development and sales office.

Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. We are also unaware of any proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial holder of more than 5% of our voting securities, or any associate of such persons, is an adverse party or has a material interest adverse to our Company.

25

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all future earnings for the operation and expansion of our business and, therefore, we do not anticipate declaring or paying cash dividends in the foreseeable future. In addition, for so long as any portion of the Debenture is outstanding, the payment of any cash dividend will require the prior written consent of the Debenture Holder.  The Debenture Holder is also entitled to participate in any such dividend to the same extent that it would have participated therein if it had held the number of shares of our common stock that are issuable upon full conversion of the Debenture.  Other than such restrictions, the payment of dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, and other factors that our board of directors may deem relevant.

Absence of Public Market

While not currently a reporting company, UAS will become a Section 15(d) reporting company upon effectiveness of the registration statement of which this Prospectus is a part.  Under the terms of the Securities Purchase Agreement with the Debenture Holder, we are obligated to promptly register our common stock under Section 12(g) of the Exchange Act. We believe that suchShares pursuant to an effective registration and associated reporting status will permit UAS to qualify its shares for quotation onstatement filed with the OTCQB or other secondary markets for which UAS’s common shares may then qualify.  (See “Risk Factors”).  UAS intends to apply for quotations of its common stock on the OTCQB.  Our failure to achieve listing or trading eligibility within 90 days of the date of our Section 12(g) registration would be an Event of Default under the terms of the Debenture. We cannot assure you when or if we will be successful in this regard or that any established public market will develop for UAS’s shares.

HoldersSEC.

As of August

The following discussion and analysis of our results of operations and financial condition since the Company’s inception should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Prospectus. All statements, other than statements of historical facts, included in this report are forward-looking statements. When used in this report, the words “may,” “will,” “should,” “would,” “anticipate,” “estimate,” “possible,” “expect,” “plan,” “project,” “continuing,” “ongoing,” “could,” “believe,” “predict,” “potential,” “intend,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, availability of additional equity or debt financing, changes in sales or industry trends, competition, retention of senior management and other key personnel, availability of materials or components, ability to make continued product innovations, casualty or work stoppages at our facilities, adverse results of lawsuits against us and currency exchange rates. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, as there can be no assurance that these forward-looking statements will prove to be accurate and speak only as of the date hereof. Management undertakes no obligation to publicly release any revisions to these forward-looking statements that may reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. This cautionary statement is applicable to all forward-looking statements contained in this report.

Overview of Business

UAS is a developer and manufacturer of Unmanned Aerial Systems, with the goal of providing a superior Quadrotor at an affordable price point in the commercial aviation sector.

26

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates include, but are not limited to: collectability of receivables, recoverability of long-lived assets, realizability of inventories, warranty accruals, valuation of share-based transactions, valuation of derivative liabilities and valuation of deferred tax assets. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

See Note 2 in the accompanying financial statements for a listing of our critical accounting policies.

Revenue Recognition

Revenue is recognized when earned. The Company's revenue recognition policies are in compliance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition and the Securities and Exchange Commission Staff Accounting Bulletin No. 101 and 104.

The Company sells unmanned aerial systems (drones).  The sale of drones are recognized upon shipment of the product only if no significant Company obligations remain, the fee is fixed or determinable, and collection is received or the resulting receivable is deemed probable.

Accounts Receivable

We evaluate the creditworthiness of our customers based on their financial information, if available, as well as information obtained from suppliers and past experiences with customers.  In some instances, we require new customers to make prepayments.  Accounts receivable consist of trade receivables arising in the normal course of business. Any allowance established is subject to judgment and estimates made by management.  The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence.

Going Concern

Our financial statements have been prepared assuming that the Company will continue as a going concern. The Company hasWe have net losses for the period from inception (August 22, 2014) to June 30, 2015,December 31, 2019, of $109,659. This condition raises$1,057,526 and $0 of revenue during our fiscal year ended December 31, 2019. These conditions raise substantial doubt about the Company’sour ability to continue as a going concern. The Company’sOur continuation as a going concern is dependent on itsour ability to meet itsour obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is planning to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts,.

RESULTS OF OPERATIONS

For the period from August 22, 2014 (inception) or that any future fundraising, if any, would be on terms favorable to December 31, 2014:

Unlimited Aerial Systems, LLP (UASLLP), was formed on August 22, 2014.  During the period from inception to December 31, 2014, UASLLP incurred $147 of expense for the formation of the company and offices supplies.  Also during this period, UASLLP purchase $231 of raw materials.

Cash Flows

For the period from August 22, 2014 (inception) to December 31, 2014:us.

A partner of UASLLP advanced $378 to the company to commence operations.

27

Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

During the year ended December 31, 2019, the Company did not sell any drones. For the six monthsyear ended June 30, 2015:December 31, 2018, the Company generated $0 revenues.

During the year ended December 31, 2019, the Company incurred $135,543 of expenses compared to $100,560 for the year ended December 31, 2018. The expenses for 2019 and 2018 were primarily for director fees, legal fees, audit fees, and non-cash expense for the issuance of common stock and vesting of stock options. The increase was the result of additional spending for consulting fees, mainly legal fees.

UAS’s net loss was $172,948 in 2019 versus $142,324 in 2018.

Liquidity and Capital Resources

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

The Company was formedhas $262 cash on February 4, 2015 and completed an Asset Purchase Agreement on Marchhand at December 31, 2015, whereby it purchased all the assets and certain liabilities of Unlimited Aerial Systems, LLP (“UAS LLP”).  In consideration of the sale, transfer, conveyance and assignment of assets, the Company assumed approximately $43,558 in liabilities and transferred 600,000 “unregistered” and “restricted” shares of its common stock to the principals of UAS LLP, who, collectively, owned approximately 55% of the Company’s issued and outstanding shares2019 versus $61 at the time of closing.

During the six months ended June 30, 2015, the Company sold three drones for total revenues of $25,998.

During the six months ended June 30, 2015, the Company incurred $117,716 of expense.  The expenses incurred wereDecember 31, 2018. Cash used by operations for the purchase of raw materialsyear ended December 31, 2019 was $55,815 versus $60,442 for the production of drones, related research and development, web design costs,year ended December 31, 2018. The cash used was for legal and accounting fees, office supplies and travel expensesconsulting fees.

Cash on hand at December 31, 2019 is not sufficient to sustain operations for presentation of the drones to prospective customers.

Liquidity and Capital Resourcesnext twelve months.

On AprilOctober 1, 2015, we closed2018, the Company financed the premium for directors’ and officers’ insurance. The Company borrowed $31,610 at 5.68% interest, and the note will be repaid in 10 equal installments of $3,244. As of December 31, 2019, the balance of the note payable was $0.

On September 2, 2019, the Company executed a Subscription Agreement by which Alpha Capital purchased the Debenture, which hasPromissory Note having a total principal amount of $300,000,$35,000 bearing interest at 6% per annum and maturing September 2, 2021.  The Promissory Note is convertiblenon-recourse and carries no personal guarantees. As of December 31, 2019, the balance of this Promissory Note payable was $35,000.

On October 1, 2019, the Company financed the premium for directors’ and officers’ insurance. The Company borrowed $12,293 at 7.35% interest, and the note will be repaid in 5 equal installments of $2,459. As of December 31, 2019, the balance of the note payable was $4,963.

Subsequent to December 31, 2019, in conjunction with the consummation of the Share Exchange, and as a condition thereof, the Company entered into the following agreements: (i) several Convertible Loan Agreements, on the same terms, in the aggregate amount of $965,000; (ii) Securities Exchange Agreements with outstanding debt holders of the Company, Alpha and GBC to respectively cancel existing debentures or debt and in exchange issue the New Debentures in the aggregate amount of $400,000 and issue 698,755 and 65,198 shares of our common stock at a priceCommon Stock to each of $0.33 per share,Alpha and has a maturity date of April 1, 2017.  We estimate that we will require additional capital of at least $1,000,000 in orderGBC, respectively; (iii) several Securities Exchange Agreements, on the same terms, to accomplish our business plans.  In this regard, we have filedexchange the Registration Statement on Form S-1 of this Prospectus is a part, with amendments thereto,Promissory Note for the purpose of raising up to $4,500,000 in aggregate gross proceeds through the offer and sale of up to 3,000,0009,623,621 shares of our common stock atCompany Common Stock (the “Note Conversion”) and (iv) a price of $1.50 per share.

The Debenture bears interest atRegistration Rights Agreement with GBC, Alpha, the rate of 8% per annum, payable quarterly on January 1, April 1, July 1Primary Lenders and October 1 in cash.

Cash Flowscertain Duke shareholders.

ForPlease see above for additional information regarding the six months ended June 30, 2015:provisions of the Share Exchange Agreements, Convertible Loan Agreements, Debenture Exchange, Note Conversion, Registration Rights and the Short-Form Merger.

Net cash used in operating activities for the six months ended June 30, 2015 was $135,052.  Cash was used for the purchase of raw materials, production of the drone, presentation to prospective clients, legal and accounting fees, and travel costs.

Net cash provided by financing activities for the six months ended June 30, 2015 was $300,000.  This was from a convertible note payable from an investor.

Contractual Obligations

Not applicable to smaller reporting companies.

Off-Balance Sheet Arrangements

We have an operating lease for our facility, but otherwise do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, or capital resources.