As filed with the Securities and Exchange Commission on August 4,September 15, 2020

File No. - ____________– 333-240364

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

Amendment No. 2

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

PIPERGY, INC.

(Exact name of registrant as specified in its charter)

2096 Skull Creek Road

Four Corners, WY 82715

Telephone: (307) 746-8673

(Address and telephone number of registrant's principal executive offices)

Thomas J. Mohnen

2096 Skull Creek Road

Four Corners, WY 82715

Telephone: (307) 746-8673

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

Copies of all Correspondence to:

J.M. Walker & Associates

Attorneys At Law

7841 S. Garfield Way

Centennial, Colorado

Telephone: (303) 850-7637

Facsimile: (303) 482-2731

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, please check the following box: [x]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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(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. [ ]  

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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.   [ ]  

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If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting registrant.   

Large accelerated filer      [  ]

Accelerated filer                      

[  ]

Non-accelerated filer        [  ]

Smaller reporting registrant

[x]

Emerging growth company   

[x]

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Calculation of Registration Fee

⁽¹⁾

The registration fee for securities is based on an estimate of the proposed maximum offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

⁽²⁾

Amount of registration fee is calculated based on proposed maximum aggregate offering price multiplied by 0.0001298 based on the filing fee rate issued by the Securities and Exchange Commission for the period between October 1, 2019 and September 20, 2020.

⁽³⁾ represents common shares being registered being offered for resale by selling stockholders.

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 a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of 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 Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS - SUBJECT TO COMPLETION, DATED AUGUST 4,SEPTEMBER 15, 2020

PIPERGY, INC.

Up to a Maximum of 12,500,000 Common Shares

3,100,000 Common Shares to be offered for resale by Selling Stockholders

This prospectus relates to the sale of up to 12,500,000 common shares, $0.001 par value per share of Pipergy, Inc., a Wyoming corporation. The common shares are being sold at $2.00 per share for an aggregate offering of $25,000,000. If we do not sell at least 903,000 common shares for a total of $1,806,000, we may not have sufficient funds to enable us to implement our business plan within the next twelve months.

This prospectus also relates to the sale of up to 3,100,000 common shares, par value of $0.001 by selling stockholders (“(“Selling Stockholders”Stockholders”). The prices at which the Selling Stockholders may sell the common shares will be determined by the prevailing market price for the common shares or in negotiated transactions.

The offering will commence on the effective date of this prospectus and will terminate on or before September 30, 2021.  In our sole discretion, we may terminate the offering before all of the common shares are sold.  

There is no market for our securities.  Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.  We intend to apply to be registered on the NASD OTCQB.OTCQB Marketplace operated by the OTC Markets Group, Inc.

Our auditor has expressed substantial doubt as to our ability to continue as a going concern.

We are an “emerging“emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and other filings with the Securities and Exchange Commission.

Investing in our common shares involves a high degree of risk. You should purchase common shares only if you can afford a complete loss. See “Risk Factors”“Risk Factors” beginning on page 6.

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

⁽¹⁾We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions.  We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares.  There is no minimum amount of common shares we must sell.  As such, no funds raised from the sale of our common shares

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will go into escrow, trust or another similar arrangement.  Because there is no minimum to our offering, if we fail to raise enough capital to commence operations, investors could lose their entire investment and will not be entitled to a refund.

⁽²⁾The Selling Stockholders may sell or otherwise dispose of the common shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of their common shares in the section entitled "Plan of Distribution." The Selling Stockholders will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the common shares with the Securities and Exchange Commission. Each Selling Stockholder is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

TABLEOFCONTENTS

Page

Prospectus Summary6

6

Risk Factors7

Forward Looking7

Forward-Looking Statements15

15

Use of Proceeds17

17

Plan of Distribution18

18

Description of Business19

Dilution2220

Dilution

22

Dividend Policy22

22

Management's Discussion and Analysis of Financial Condition and Results of Operations23

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Directors, Executive Officers, Promoters and Control Persons25

25

Security Ownership of Certain Beneficial Owners and Management30

30

Certain Relationships and Related Transactions31

31

Description of Capital Stock32

32

Selling Stockholders33

33

Shares Eligible for Future Sale33

33

Disclosure of Commission Position on Indemnification for Securities Act liabilities34

34

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure34

34

Market for Common Stock and Related Stockholder Matters34

Experts3534

Experts

35

Legal Proceedings35

35

Legal Matters35

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Where You Can Find More Information36

36

Financial Statements (Audited)37

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Unless otherwise specified or the context otherwise requires, references inthis prospectus to "we", "our" and "us" and the "Company" refer to Pipergy, Inc.

You should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders have authorized anyone to provide you with information that is different from that contained in such prospectuses. We are offering to sell our common shares and seeking offers to buy common shares, only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data.

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For investors outside of the United States: we have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in "Risk Factors." We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

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PROSPECTUS SUMMARY

To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 6 and the financial statements.

The Company:

Pipergy Inc. was incorporated in the State of Wyoming on January 3, 2020.  The Company is in good standing in the State of Wyoming and in any jurisdiction where it is qualified to do business.

The Company is in the development stage.  To date, our operations have consisted mainly of creating our infrastructure and obtaining the interim funds to pursue this offering.

The Company specializes in the maintenance of oil and gas pipelines as well as in fabrication.  They will offer pipeline industry services such as station work, fabrication, repair, and internal and external jobsite data support.

Our principal executive offices are located at 2096 Skull Creek Road, Four Corners, WY 82715.  Our telephone number is (307) 746-8673.

Operations:Operations:

The Company offers pipeline industry services such as station work, fabrication, repair, and internal and external jobsite data support.

Common Shares Being Offered

For Resale by the Selling

Stockholders:

3,100,000 common shares

Common Shares Outstanding

Prior to the Offering:

32,452,000 common shares

Common Shares Outstanding

after the Offering:

44,952,000 common shares

Terms of Offering:

Primary Offering.  We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions.  We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares.  There is no minimum amount of common shares we must sell.  As such, no funds raised from the sale of our common shares will go into escrow, trust or another similar arrangement.  Because there is no minimum to our offering, if we fail to raise enough capital to commence operations, investors could lose their entire investment and will not be entitled to a refund.

Selling Stockholders’Stockholders’ Offering.  The Selling Stockholders may sell or otherwise dispose of the common shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of their common shares in the section entitled "Plan of Distribution." The Selling Stockholders will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the common shares with the Securities and Exchange Commission. Each Selling Stockholder is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

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Termination of the

  Offering:  

The offering will commence on the effective date of this prospectus and will terminate on or before September 30, 2021.  In management’smanagement’s sole discretion, we may terminate the offering before all of the common shares are sold.

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Use of Proceeds:

Primary Offering  We will use the proceeds of this offering to purchase capital assets, the acquisition of the building in Newcastle, WY, to pursue marketing, mergers and acquisitions, and any other pursuits deemed necessary for the furtherance of our business plan, and general working capital, which includes compensation to our officers and employees, rent, and other general and administrative expenses.

Should we be unable to raise at least $6,250,000, we would give priority to allocating capital to complete everything necessary to be ready to meet our SEC reporting requirements.  Any remaining capital would be used to fund working capital needs.

Selling Stockholders’Stockholders’ Offering. The Selling Stockholders will receive all of the proceeds from the sale of the common shares offered for sale by them under this prospectus.  We will not receive proceeds from the sale of the common shares by the Selling Stockholders.

Risk Factors:

The common shares offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment.

RISK FACTORS

A purchase of common shares offered hereby involves a very high degree of risk and is suitable only for persons of substantial means who have no need for liquidity with respect to an investment in the Company and who can risk the loss of their entire investment.  Our business will be subject to numerous risk factors, including the following:

Risks Related to the Offering

1.

You could lose your entire investment.

The securities offered hereby are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss of the entire investment. A purchase of our common shares in this offering would be unsuitable for a person who cannot afford to sustain such a loss.

2.

There is no market through which our common shares may be sold

There is currently no market through which our common shares may be sold and the purchasers of such common shares may not be able to resell such securities purchased in this offering.  There can be no assurance that a secondary market will develop for our common shares or that any secondary market which does develop will continue.  This may affect the pricing of our shares in the secondary market, if any, the transparency and availability of trading prices, the liquidity of the shares and the extent of regulation of such shares.

The offering price of the common shares were determined by management and may bear no relationship with the price at which the common shares will trade subsequent to the offering.

3.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.

We currently rely on outside financing to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to:

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a)   fund our operations;

b)   respond to competitive pressures;

c)   take advantage of strategic opportunities, including more rapid expansion of

      our business or the acquisition of complementary products, technologies or    

      businesses; and

d)   develop new products or enhancements to existing products.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock.  If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

4.

We may expand through acquisitions of, or investments in, other companies or through business relationships, all of which may result in additional dilution to our stockholders and consumption of resources that are necessary to sustain our business.

One of our business strategies is to acquire competing or complementary services, technologies or businesses.   In connection with one or more of those transactions, we may:

a)

issue additional equity securities that would dilute our stockholders;

b)

use cash that we may need in the future to operate our business;

c)

incur debt on terms unfavorable to us or that we are unable to repay;

d)

incur large charges or substantial liabilities;

e)

encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures;

f)

become subject to adverse tax consequences, substantial depreciation or deferred compensation charges; and

g)

encounter unfavorable reactions from investment banking market analysts who disapprove of our completed acquisitions.

5.

Resales of shares purchased by the selling stockholders may cause the market price of our common shares to decline.

Selling Stockholders will have the financial incentive to sell the common shares. The timing of sales and the price at which the common shares are sold by the Selling Stockholders could have an adverse effect upon the public market, if any, for our common shares. There may be no independent or third-party underwriter involved in the offering of the common shares held by or to be received by the Selling Stockholders, and there can be no guarantee that the disposition of those common shares will be completed in a manner that is not disruptive to the market for our common shares.

6.

The net proceeds of this offering may not be sufficient to fulfill the objectives of the Company.

The net proceeds of the offering will be used for all or any of the following purposes:

a)

the purchase of capital assets,

b)the acquisition of the building in Newcastle, WY,

c)the pursuing marketing, mergers and acquisitions, and any other pursuits deemed necessary for the furtherance of our business plan, and

d)c)

general working capital, which includes compensation to our officers and employees, rent, and other general and administrative expenses.

��

There can be no assurance that sufficient funds will be raised hereby to enable us to achieve each or any one of these objectives or that the proceeds of the offering will allow us to even maintain adequate amounts of working capital.  

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Based on 32,452,000 common shares outstanding as of August 4,September 15, 2020 and total stockholders’stockholders’ deficit of $(33,117) utilizing audited June 30, 2020 financial statements.  

Further Dilution

In the future, the Company may issue equity and debt securities. Any sales of additional securities may have a depressive effect upon the market price of our common shares.

DIVIDENDPOLICY

We have not declared or paid dividends on our common shares since our formation, and we do not anticipate paying dividends in the foreseeable future.

Instead, we will retain any earnings for use in our business.  This policy will be reviewed by our board of directors from time to time in light of, among other things, our earnings and financial position.

No distribution may be made if, after giving it effect, we would not be able to pay its debts as they become due in the usual course of business; or the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if we were to be dissolved

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at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.  

The board of directors may base a determination that a distribution is not prohibitive either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation of other method that is reasonable in the circumstances.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'SDISCUSSIONANDANALYSISOF

FINANCIALCONDITIONANDRESULTSOFOPERATIONS

Recent Events

COVID-19 Pandemic

The COVID-19 pandemic is currently impacting countries, communities, supply chains and markets as well as the global financial markets. Governments have imposed laws requiring social distancing, travel bans and quarantine, and these laws may limit access to the Company’sCompany’s facilities, management, support staff and professional advisors. These factors, in turn, may not only impact the Company’sCompany’s operations, financial condition and demand for the Company’sCompany’s goods and services, but the Company’sCompany’s overall ability to react timely to mitigate the impact of this event. Also, it has affected the Company’sCompany’s efforts to comply with filing obligations with the Securities and Exchange Commission. Depending on the severity and longevity of the COVID-19 pandemic, the Company’sCompany’s business, customers, and stockholders may experience a significant negative impact. Currently, the COVID-19 pandemic has limited our ability to move forward with our operations and has negatively affected our ability to timely comply with our ongoing filing obligations with the Securities and Exchange Commission.

Critical Accounting Policies

The Company’sCompany’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for the Company include revenue recognition, valuation of convertible promissory notes and related warrants, stock and stock option compensation, estimates, and derivative financial instruments.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company.

Cash and Cash Equivalents

The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting“Accounting for Income Taxes”Taxes”.

June 30, 2020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended June 30, 2020, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2020.

Loss Per Share

The Company computes loss per share in accordance with ASC Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive. At June 30, 2020, the computed loss per basic/diluted share was $(0.00).

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of

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assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.

Trends and Uncertainties

The Company currently has no revenues or operations and is currently developing our business plan. Our ability to create a sustainable business may be adversely affected by our current financial conditions, availability of capital

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and/ or loans, general economic conditions which can be cyclical in nature along with prolonged recessionary periods, and other economic and political situations.  

The Company is in the development stage and has not yet begun significant operations. This raises substantial doubt about the Company’sCompany’s ability to continue as a going concern. The planned operations of the Company are dependent upon its ability to raise capital, obtain additional financing and/or generate positive cash flows from operations.  Management believes that it will be successful in obtaining financing, from which the proceeds will be primarily used to execute its new operating plans. The Company plans to use its available cash and new financing to develop and execute its new business plan and hopefully create and maintain a self-sustaining business.  However, the Company can give no assurances that it will be successful in achieving its plans or if financing will be available or, if available, on terms acceptable to the Company, or at all.  Should the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of its operating activities.  

There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from operations. There are no significant elements of income or loss that do not arise from our operations.

Liquidity and Capital Resources

As of June 30, 2020, the Company has an accumulated deficit of $(65,569) and a working capital deficit of $(33,117).  Our ability to continue as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as needed.

For the period from January 3, 2020 (date of inception) through June 30, 2020, the Company recorded a net loss of $(65,569).  We issued our common shares in lieu of cash compensation to our officers and directors valued at $32,452. We recorded a change in operating assets and liabilities, accounts payable and accrued expenses of $13,602.  As a result, we had net cash provided by operating activities of $(19,515) for the period.

We did not pursue any investing activities during this period.

For the period from January 3, 2020 (date of inception) through June 30, 2020, the Company received proceeds from a related party note payable of $25,000.  As a result, we had net cash provided by financing activities of $25,000 for the period.

The Company is currently in the developmental stage and is seeking financing to advance its business plans.  However, management cannot give assurances that the Company will be successful even if the Company raises sufficient funds.  Should the Company not be successful in its business plan or be unable to obtain sufficient financing, the Company would need to curtail certain or all of its operating activities.

The Company’sCompany’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors for the period from January 3, 2020 (inception) to June 30, 2020 have included a “going concern”“going concern” modification in their auditors’auditors’ report.  A “going concern”“going concern” modification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot presently be determined.

Results of Operations for the Period from January 3, 2020 (Inception) to June 30, 2020

We have not yet begun to generate revenues.  We have had operating expenses of $65,569, resulting in a net loss of $(65,569) for the period.  These expenses consist of legal fees of $20,000, stock compensation of $32,452, and general and administrative expenses of $13,117.

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Contractual Obligations

None

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Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Plan of Operations

In order to commence operations, we will need to

While the development of the Company’s infrastructure is anticipated to take ten months, this process can overlap, to a great degree, with the processes leading to offering our services and generating revenue. We expect management’s expertise and the prior relationships they have developed will accelerate the process of creating and winning bids for sizeable projects.  Management has existing relationships with pipeline companies in 14 western states. We will begin seeking new business in early 1^st quarter 2021 by aggressively commencing the bidding and engineering process on the most potentially profitable projects. Work on any awarded projects would likely commence in the 2^nd quarter of 2021.  

Our current cash balance is not sufficient to fund our current operations. We will need to obtain additional advances from our officers and directors and debt financing to raise much needed cash through the completion of the offering, which will be supplemented by our efforts to raise cash through the issuance of equity securities in this offering. We estimate that we will need to raise a minimum of $1,806,000 in order to commence our operations in the next twelve months.

In the event we are not successful in selling all of the securities to raise $25,000,000, we would give priority to allocating capital to the purchase of equipment and hardware and launching marketing and sales initiatives to develop sales in the industries we are currently working in. Any remaining capital would be used to fund our working capital needs.

In the event we are not successful in selling all of the securities to raise at least $1,806,000, we would utilize any available funds raised the following order of priority:

·

for general and administrative expenses, including legal and accounting fees and administrative support expenses incurred in connection with our reporting obligations with the SEC.

·

For marketing our services; and

·

For the purchase/lease of equipment and hardware.

DIRECTORS,EXECUTIVEOFFICERS,PROMOTERS

AND ANDCONTROLPERSONS

The following persons listed below have been retained to provide services as director until the qualification and election of his successor.  All holders of common stock will have the right to vote for directors.

The board of directors has primary responsibility for adopting and reviewing implementation of the business plan of the Company, supervising the development business plan, review of the officers' performance of specific business

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functions.  The board is responsible for monitoring management, and from time to time, to revise the strategic and operational plans of the Company.  A director shall be elected by the shareholders to serve until the next annual meeting of shareholders, or until his or her death, or resignation and his or her successor is elected.  

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The names and ages of our directors and certain executive officers, and their positions with us, are as follows:

Resumes

Thomas Mohnen

Mr. Mohnen, age 65, has been the Chief Executive Officer and director of the Company since January 17, 2020.  Mr. Mohnen was the business development manager of A One Pipeline Services, LLC from November 2018 through present.  He was a sales executive of Newcastle Motors from November 2016 through November 2018.  He was the operating manager of Rattlesnake Ridge Ranch from May 2013 through present.

Mr. Mohnen studied Ag-Banking at Pipestone Area Vocational Technical Institute from August 1984 through June 1985.

J. Paul Geeding Jr.

Mr. Geeding, age 59, has been the Chief Operations Officer and director of the Company since January 17, 2020.  Since April 1997, Mr. Geeding has been a director of T.B.C.B. Investments, Inc.  Mr. Geeding has been the CEO of A One Pipeline Services from April 2012 through present day.

Alan Josselyn

Mr. Josselyn, age 58, has been the President and director of the Company since January 17, 2020.  From May 2019 to November 2019, Mr. Josselyn worked as a consultant for A One Pipeline Inc., providing services in in-field contract compliance and re-organization.  He worked in industrial welding while attending Mountainland Technical College from July 2017 to December 2018.  From April 2016 through February 2017, Mr. Josselyn operated tractor trailer trucks in pursuit of his CDL.  From January 2015 through January 2016, Mr. Josselyn worked as a seasonal resort cook for a variety of resorts and restaurants in Park City.

Mr. Josselyn received his Bachelor of Career Arts from Dallas Baptist University in 1987.  Mr. Josselyn worked for Shearson Lehman Brothers and attended their Institutional Investment Banking Corporate Institute. He also attended Advocates Business Consultants’Consultants’ Mergers and Acquisitions Corporate Institute. From July 2017 through January 2019, Mr. Josselyn attended Mountainland Technical College and earned certificates in welding technology and pipe fitting technology.

Leonard Stillman Jr.

Mr. Stillman, age 77, has been the Chief Financial Officer and director of the Company since January 17, 2020.  Since April 2004, Mr. Stillman has been the owner of Business Plan Tools, LLC.  Mr. Stillman has been a director of Freedom Holding Corporation since April 2018.  Mr. Stillman was a director of BMB Munai, Inc. from October 2006 to November 2015.

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Mr. Stillman earned his Bachelor of Science degree in mathematics from Brigham Young University in 1967 and his Masters of Business Administration from the University of Utah in 1984.

Mark Braun

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Mr. Braun, age 50, has been a director of the Company since May 15, 2020.  Mr. Braun has been the owner of Newcastle Motors since January 2005, the owner of Culver’sCulver’s of Spearfish since May 2009, and the owner of I-90 Self Storage since May 2019.

Mr. Braun attended Black Hills State University from 1988 through 1991.

Committees of the Board of Directors

We do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our board of directors.

Code of Ethics Policy

Prior to the termination of this offering, ae intend to adopt a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.  

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.  In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert.  Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Indemnification

The Company shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Wyoming, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or employee at the request of the Company.  

The board of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the Company.  

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Executive Compensation

The following table sets forth the compensation paid to officers and board of directors since inception. The table sets forth this information for salary, bonus, and certain other compensation to the board of directors and named executive officers since inception and includes all board of directors and officers from inception (January 3, 2020) to June 30, 2020.

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Summary Compensation Table

⁽¹⁾An aggregate of 32,452,000 common shares were issued to the above officers and directors for services valued at $.001 per common share. No cash compensation, deferred compensation, pension benefits or long-term incentive plan awards were issued or granted to our management during the period from inception to June 30, 2020. Further, no member of management has been granted any option or stock appreciation rights, accordingly, no tables relating to such items have been included within this Item.

Outstanding Equity Awards

There are currently no equity awards outstanding.

Employment Agreements

The Company is currently negotiating employment agreements with Messrs. Mohnen, Stillman, Geeding, and Josselyn.  As of the date of this prospectus, no employment agreements have been executed.  The proposed terms of these agreements are as follows:

Each of the aforenamed executives shall have a term of office of seven years unless terminated prior to that time, and these agreements shall be automatically extended upon the same terms and conditions for successive one-year periods unless written notice is provided by the executive.  The executives are entitled to a base annual salary of $150,000 which may be increased each successive year of employment at the discretion of the Board.  Each executive is eligible to receive an annual performance bonus at the discretion of the Board.  The salary can be renegotiated once the Company starts generating revenues.

The Company will provide each executive a life insurance policy (with coverage not to exceed $100,000 death benefit) and group health, dental, vision and disability insurance plans for the coverage of medical expenses for the executive.  In addition, each executive shall receive twelve weeks of paid vacation, with the limitation that they shall not take more than four consecutive weeks of vacation without consent of the CEO and provided that reasonable efforts are taken to consider seasonal peaks.  Any unused time can be paid out or rolled over to the following year.  The Company will reimburse reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred in the course of performing their duties.  The Company will provide each executive with a $2,000 per month automobile allowance and a $2,000 per month housing allowance (which can be increased to a total of $5,000 in the event that the Company requests the executive to live away from home).

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Should the executive’sexecutive’s term of employment expire or should the executive be terminated for cause, the executive shall be entitled to receive any accrued but unpaid base salary and accrued by unused vacation time, any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the termination date, reimbursement for unreimbursed business expenses properly incurred by the executive, and any employee benefits the executive may be entitled to as of the termination date.

Should the executive be terminated without cause, the Company shall pay the aforementioned accrued amounts, and a lump sum payment depending on how long the executive has been with the Company.  If the termination occurs before the two-year anniversary of the employment agreement, the Company shall pay a lump sum of $2,000,000.  If the termination occurs between the two-year anniversary and the four-year anniversary of the employment agreement, the Company shall pay a lump sum of $1,600,000.  If the termination occurs after the four-year anniversary of the employment agreement, the Company shall pay a lump sum of $1,200,000.  

In the event that the executive is terminated without cause, the executive will have a one-time right to require that the Company purchase all shares of the Company’sCompany’s stock held by the executive.  The executive must provide written notice of exercise within three months of such termination.  In the event that the executive is terminated for any reason other than termination without cause, the Company will have a one-time right to require that the executive sell all of the Company’sCompany’s stock held by the executive.  The Company must provide written notice of exercise within three months of such termination.  The parties will negotiate in good faith to agree on a purchase price.  If they are unable to agree, the purchase price will be based on the Company valuation used in the most recent sale of Company stock if it occurred within the last six months.  If no such sale has occurred, the purchase price will instead be referred to an independent third-party valuation expert mutually agreed upon by all parties and the fair market value of the stock as determined by such expert shall be the purchase price.

In the event that an executive proposes to make any assignment, sale, disposition, or transfer of Company stock held by the executive to a third party in amounts greater than 5% of the currently issued and outstanding stock, the executive shall first deliver a written notice to the Company setting forth the material terms and conditions, including price and form of consideration and the identity of the proposed transferee.  Following the Company’sCompany’s receipt of such notice, the Company shall, for a period of fourteen days thereafter, have the right, but not the obligation, to purchase all of the stock subject to such proposed transfer on the same terms and conditions specified in the executive’sexecutive’s notice.  The Company must provide written notice of its intent to exercise this right of first refusal within the same fourteen day period.  The executive is annually entitled to transfer up to five percent of the aggregate issued and outstanding stock of the Company owned by the executive without triggering this right of first refusal or without first getting Board approval.

Significant Employees

We have no significant employees who are not executive officers or directors.  

Family Relationships

No officer or director of the Company has a family relationship with any other member of the Company.

Directorships

None

Involvement in Certain Legal Proceedings

During the past ten years, no director, promoter or control person:

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

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

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was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice; or

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

was the subject of any order, judgment or decree, not subsequently reverse, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

any Federal or State securities or commodities law or regulation; or

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

any law or regulation prohibiting mail or wire fraud in connection with any business activity; or

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

SECURITYOWNERSHIPOFCERTAINBENEFICIALOWNERS

ANDMANAGEMENT

The table below sets forth the beneficial ownership of our common stock, as of August 4,September 15, 2020, by:

•

All of our current directors and executive officers, individually; and

•

All persons who beneficially own more than 5% of our outstanding common stock.

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The beneficial ownership of each person was calculated based on 32,452,000 common shares outstanding as of August 4,September 15, 2020.  The SEC has defined “beneficial ownership”“beneficial ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness, but excludes stock appreciation rights. Two or more persons might count as beneficial owners of the same share. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless otherwise noted, the address of the following persons listed below is c/o Pipergy, Inc., 2096 Skull Creek Road, Four Corners, WY 82715.

The following table sets forth, as of August 4,September 15, 2020, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group.

⁽¹⁾Based upon 32,452,000 outstanding common shares as of August 4,September 15, 2020.

⁽²⁾Based on an estimated 44,952,000 common shares outstanding assuming completion of the offering.

⁽³⁾Assumes the sale of all of the shares being offered by the Selling Stockholders.

Changes in Control

There are no present arrangements or pledges of our securities that may result in a change in control of the Company.

CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS

Office SpaceSpace

The Company has not had a need to rent office space. Thomas Mohnen, an officer/director/principal shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company.

Advances

Mr. Mohnen advanced $102 for the incorporation and J. Paul Geeding, the COO of the company, provided $1,000 for the initial deposit to open the bank account. J. Paul Geeding paid the accounts payable of $7,500 for legal services out of his private funds.   The advances are due on demand and carry no interest.

Notes Payable – Related Party

Mr. Mohnen sold 27,000 restricted common shares of the Company held by him for $25,000 and loaned the proceeds to the Company.  The formal notes payable carries an annual interest rate of 9% and matures on June 20, 2021.

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Promoters and Certain Control Persons

Except as indicated under the heading “Transactions“Transactions with Related Persons”Persons” above, there have been no transactions since inception, or any currently proposed transaction in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years.

Director Independence

There is no market for our securities.  Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.  We intend to apply to be registered on the NASD OTCQB Marketplace operated by the OTC Markets Group, Inc, which does not impose specific standards relating to director independence or the makeup of committees with independent directors or provide definitions of independence. In accordance with the rules of the SEC, we determine the independence of our directors by reference to the rules of The Nasdaq Stock Market. In accordance with such rules, the Board has determined that Mark Braun is an independent director. There were no transactions, relationships or arrangements not disclosed under the caption “Certain“Certain Relationships and Related Transactions”Transactions” of this report that were considered by the Board of Directors under the applicable independence definitions in determining that there are no independent directors.

DESCRIPTIONOFCAPITALSTOCK

The following statements constitute brief summaries of the Company's articles of incorporation and bylaws.

Authorized Capital

The total number shares that the Company has the authority to issue is five hundred million (500,000,000) common shares, par value $0.001 per common share, and one hundred million (100,000,000) preferred shares, par value $0.001 per preferred share.

Common Shares

The common shares of the Company have the following powers, rights, qualifications, limitations and restrictions:

·

The holders of the common shares shall be entitled to one vote for each common share held by them of record at the time for determining the holders thereof entitled to vote.

·

After the Company shall comply with the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with the provisions hereof, then but not otherwise, the holders of common stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors; and

·

In the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the Company, the holders of the common stock shall be entitled to receive all of the remaining assets of the Company, tangible and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the number of common shares held by each.

Preferred Shares

The Company, by resolution of its board of directors, may, from time to time, divide and issue the preferred shares in series.  Each series, when issued, shall be designated to distinguish them from the shares of all other series.  When designating a series of preferred shares, the board of directors will fix and determine the relative rights and preferences of the common shares to the full extent permitted by the Articles of Incorporation.

Transfer Agent

The Company has retained the services of Colonial Stock Transfer Company, Inc., 66 Exchange Place, 1^st Floor, Salt Lake City, UT 84111 to act as its transfer agent.

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SELLING STOCKHOLDERS

The following table details the name of the Selling Stockholders, the number of shares beneficially owned by the Selling Stockholders, and the number of shares that may be offered by the Selling Stockholders for resale under this prospectus. The Selling Stockholders may sell up to 3,100,000 common shares from time to time in one or more offerings under this prospectus. Because the Selling Stockholders may offer all, some or none of the shares they hold, and because, based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares that will be held by the Selling Stockholders after the offering can be provided. The Selling Stockholders have informed us that they are not registered broker-dealers and do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. Furthermore, the Selling Stockholders are not an affiliate of a broker-dealer. The following table has been prepared on the assumption that all common shares offered under this prospectus will be sold to parties unaffiliated with the Selling Stockholders.

This prospectus covers the resale of 3,100,000 common shares by the Selling Stockholders.

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholder has sole or shared voting power or investment power and also any shares, which the selling stockholder has the right to acquire within 60 days.

1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to common shares.  Common shares subject to options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding such options, warrants or other convertible securities but are not counted as outstanding for computing the percentage of any other person.

2)

The amount and percentage of common shares that will be beneficially owned by the Selling Stockholder after completion of the offering assume that they will sell all common shares being offered pursuant to this prospectus.

3)

Based on 44,952,000 common shares issued and outstanding as of August 4,September 15, 2020.  All common shares being offered pursuant to this prospectus by the selling stockholder is counted as outstanding for computing the percentage beneficial ownership of such selling stockholder.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the date of this prospectus, there are 32,452,000 common shares outstanding, none of which may be freely traded without registration or an applicable exemption.  The common shares being registered pursuant to this registration statement shall be freely tradable upon the effective date of the registration statement until the termination of the offering, unless sold.

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Any additional common shares issued in the future but not registered with the Securities and Exchange Commission are restricted within the meaning of Rule 144 under the Securities Act and are subject to the resale provisions of Rule 144.

At the present time, re-sales or distributions of such shares are provided for by the provisions of Rule 144.  That rule is a so-called "safe harbor" rule that, if complied with, should eliminate any questions as to whether or not a person selling restricted shares has acted as an underwriter.

Rule 144(d) (1) states that if the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities.

Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker.

A person who is not an affiliate of the Company under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions.  Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares.

No predictions can be made of the effect, if any, that market sales of common shares or the availability of such shares for sale will have on the market price prevailing from time to time.  Nevertheless, sales of significant amounts of our common shares could adversely affect the prevailing market price of the common shares, as well as impair our ability to raise capital through the issuance of additional equity securities.

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company as provided in the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

MARKETFORCOMMONEQUITYANDRELATED

STOCKHOLDERMATTERS

There is a no public trading market for the common stock.  No assurance can be given that a market for our common stock can be developed.

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For any market that is maintained for our common stock, the resale of “restricted securities”“restricted securities” pursuant to Rule 144 of the Commission by members of management or other persons may have a substantial adverse impact on any such public market.  Present members of management have already satisfied the one-year holding period of Rule 144 for public sales of a large portion of their holdings in the Company thereunder.

A minimum holding period of six months is required for resales under Rule 144. In addition, affiliates of the Company must comply with certain other requirements, including publicly available information concerning the Company; limitations on the volume of “restricted securities”“restricted securities” which can be sold in any 90-day period; the requirement of unsolicited broker’sbroker’s transactions; and the filing of a Notice of Sale on Form 144.

Holders

As of August 4,September 15, 2020, we have approximately six shareholders of record of our common stock.  

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the Company. Under Rule 144(k), a person who has not been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months, is entitled to sell shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144.

Dividend Policy

As of the date of this annual report, we have not paid any dividends to shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution

Recent Sales of Unregistered Securities

Since inception, the Company has issued 32,452,000 unregistered common shares for services at $.001 per common share to its officers and directors for services pursuant to an exemption under Section 4(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

We have not repurchased any of our common shares since inception.

EXPERTS

Our financial statements as of June 30, 2020 appearing in this prospectus and in the registration statement have been audited by Haynie & Company, an independent registered public accounting firm and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

LEGALPROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may have an adverse effect on our business, financial conditions, or operating results. We are not aware of any legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

LEGALMATTERS

The validity of the common shares being offered hereby will be passed upon by J.M. Walker & Associates, Attorneys At Law, Centennial, Colorado.

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WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any document filed as exhibits in this prospectus. If you want more information, write us at 2096 Skull Creek Road, Four Corners, WY 82715 or call us at: (307) 746-8673.

Our fiscal year ends on December 31.

We have filed a registration statement on Form S-1 under the Securities Act with the SEC for the securities offered hereby.  This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement.  For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules.  Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete.  

In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference.  Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.

You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov.

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Pipergy Inc.

35

Pipergy Inc.

Index to the Audited Financial Statements

Report of Independent Registered Public Accounting Firm38

38

Balance Sheet at June 30, 202039

39

Statement of Operations for the Period from January 3, 2020 (Inception)

   To June 30, 202040

40

Statement of Stockholders’Stockholders’ Equity for the Period from January 3, 2020

   (Inception) to June 30, 202041

41

Statement of Cash Flows for the Period from January 3, 2020 (Inception)

   To June 30, 202042

42

Notes to Audited Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Pipergy, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Pipergy, Inc. (the Company) as of June 30, 2020 and the related statement of operations, stockholders’stockholders’ equity, and cash flows for the period from January 3, 2020 (date of inception) through June 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and the results of its operations and its cash flows for the period from January 3, 2020 (date of inception) through June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’sCompany’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has incurred net losses and has an accumulated deficit. These factors raise substantial doubt about the Company’sCompany’s ability to continue as a going concern. Management’sManagement’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany’s management. Our responsibility is to express an opinion on the Company’sCompany’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Haynie & Company

Salt Lake City, Utah

August 4, 2020

We have served as the Company’sCompany’s auditor since 2020.

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PIPERGY INC.

BALANCE SHEET

(audited)

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

39

38

PIPERGY INC.

STATEMENT OF OPERATIONS

(audited)

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

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PIPERGY INC.

STATEMENT OF STOCKHOLDERS’STOCKHOLDERS’ EQUITY

JanuaryJanuary 3, 2020 (Date of Inception) throughJune 30, 2020

(audited)

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

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40

PIPERGY INC.

STATEMENT OF CASH FLOWS

(audited)

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

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41

PIPERGY INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Pipergy Inc. (“(“the Company”Company”) was organized under the laws of the State of Wyoming on January 3, 2020. The Company is in the oil and gas pipeline maintenance industry. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of, and at the complete discretion of, the Company’sCompany’s officers and directors. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Cash and Cash Equivalents – The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Income Taxes – The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting“Accounting for Income Taxes”Taxes”.

The Company has no tax positions at June 30, 2020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended June 30, 2020, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2020.

Loss Per Share – The Company computes loss per share in accordance with ASC Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive.  At June 30, 2020, the computed loss per basic/diluted share was $(0.00),

Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed, has not yet established profitable operations and has incurred losses since inception. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise additional funds not provided by operations through loans or through sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – RELATED PARTY TRANSACTIONS

Management Compensation – For the period from inception to June 30, 2020, the Company did not pay any cash compensation to its officers and directors.  For the period from inception to June 30, 2020, the Company issued common shares as follows: 10,000,000 shares to Thomas J. Mohnen (CEO); 10,180,000 shares to J. Paul Geeding, Jr. (COO), 10,000,000 shares to Alan R. Josselyn (President); and 2,272,000 shares to Leonard M. Stillman Jr. (CFO). The common shares were issued as compensation for services rendered in forming the company, providing specialized expertise, and time and materials provided. The common shares were valued at the common stock par value of $0.001 for a total value of $32,452.

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Office Space – The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company.

Tom Mohnen, the CEO of the company, paid $102 for the incorporation and J. Paul Geeding, the COO of the company, provided $1,000 for the initial deposit to open the bank account. J. Paul Geeding paid the accounts payable of $7,500 for legal services provided to the Company out of his private funds.  Tom Mohnen sold personal non-registered stock for $25,000 and loaned the proceeds to the Company.  There is a formal note with 9% interest due on June 20, 2021.

NOTE 4 – CAPITAL STOCK

Preferred Stock – The Company currently has 100,000,000 shares of preferred stock authorized with a par value of $.001 per share. At January 16, 2020, the Company had no shares of preferred stock issued and outstanding.

Common Stock – The Company currently has 500,000,000 shares of common stock authorized with a par value of $.001 par value. At June 30, 2020, the Company had 32,452,000 shares of common stock issued and outstanding. Shares issued were as follows: 10,000,000 shares to Thomas J. Mohnen (CEO); 10,180,000 shares to J. Paul Geeding, Jr. (COO), 10,000,000 shares to Alan R. Josselyn (President); and 2,272,000 shares to Leonard M. Stillman Jr. (CFO). Shares were issued as compensation for services rendered in forming the company, providing specialized expertise, and time and materials provided. Shares were valued at the common stock par value of $0.001 for a total value of $32,452.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were available to be issued and determined there are no events to disclose.

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Up to a Maximum of 12,500,000 Common Shares

At $2.00 per common share

3,100,000 common shares to be offered for resale by Selling Stockholders

Prospectus

PIPERGY, INC.

August 4,September 15, 2020

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDER ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.

Until ____________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the distribution of the securities being registered.

We shall pay the following estimated expenses.

SEC Registration Fee

$  4,049.76 4,049.76

State filing fees7,500.00 

7,500.00

Printing Expenses 500.00 

      500.00

Legal Fees and Expenses  25,000.00 

  25,000.00

Accounting Fees and Expenses5,000.00 

Miscellaneous       2,950.245,000.00

Miscellaneous

       2,950.24

TOTAL

$45,000.00 45,000.00

Item 14.  Indemnification of Directors and Officers

We shall indemnify any officer or director or any former officer or director, to the full extent permitted by law.  We shall indemnify any officer or director in connection with any proceedings, including appeals, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interests and they had no reasonable cause to believe that his or her conduct was unlawful.  The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in our best interests or had reasonable cause to believe that his or her conduct was unlawful.

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

We do not have any insurance policies covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

Item 15.  Recent Sales of Unregistered Securities

Since inception, the Company has issued 32,452,000 unregistered common shares for services valued at $.001 per common share to its officers and directors for services pursuant to an exemption under Section 4(a)(2) of the Securities Act.

Item 16.  Exhibits and Financial Statement Schedules

The following exhibits are filed as part of this registration statement:

3.1

Articles of Incorporation dated January 3, 2020 incorporated by reference to Form S-1, file #333-240364 filed on August 4, 2020

3.2

Bylaws incorporated by reference to Form S-1, file #333-240364 filed on August 4, 2020

5.1

Consent and Opinion of J.M. Walker & Associates regarding legality of the securities being registered incorporated by reference to Form S-1, file #333-240364 filed on August 4, 2020

10.1

Promissory Note by and between Company and Thomas Mohnen dated June 19, 2020 incorporate by reference to Form S-1/A, file #333-240364 filed on September 4, 2020

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Statement of Computation of Per Share Earnings – This Computation appears in the Financial Statements

23.1

Consent of Haynie & Company

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Item 17.  Undertakings

(a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        i. To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

        ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation“Calculation of Registration Fee”Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

  (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Newcastle, State of Wyoming, on August 4,September 15, 2020.

Pipergy, Inc.

By: /s/Thomas Mohnen

       Thomas Mohnen

       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Thomas MohnenAugust 4,

September 15, 2020

Thomas Mohnen

Chief Executive Officer, Director

/s/ J. Paul Geeding Jr.August 4,

September 15, 2020

J. Paul Geeding Jr.

Chief Operations Officer, Chairman of the Board

/s/ Alan JosselynAugust 4,

September 15, 2020

Alan Josselyn

President, Director

/s/ Leonard Stillman, Jr.August 4,

September 15, 2020

Leonard Stillman, Jr.

Chief Financial Officer/Controller,

Director

/s/ Mark BraunAugust 4,

September 15, 2020

Mark Braun

Director

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