6

Risk Factors

An investment in our stock is risky. You should carefully consider the risks and uncertainties described below and the other informationelsewhere in this Prospectus before deciding whetherreport, which could materially and adversely affect our business, results of operations or financial condition. Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently known to invest in the Sharesus or that we currently believe are offering.immaterial may materially affect our business, results of operations, or financial condition. If any of the followingthese risks occur, the trading price of our common stock could decline and you may lose all or part of your investment.

Risk relating to our Business and Industry;

If we fail to stay current with new smart phone and mobile device technologies our apps could become obsolete.

Smartphone and mobile devices are evolving rapidly. We incur significant costs for research and development not only for the creation of new products, but also for ensuring that our current products will be compatible with new technologies. If our research and development team fails to upgrade our products to stay current with new technologies, our apps could become obsolete, which could result in a material adverse impact on our business and results of operations.

If the use of our Mo-Coins becomes restricted or unavailable, our business may be materially and adversely affected.

We use Moxian virtual currency to conduct substantially all of the payment processing on our platform. We track the User behaviors by the usage of Mo-Coins. If the use of virtual currency is limited or restricted in any way or becomes unavailable to us for any reason, the accuracy of our User behavior data may be comprised, and our business could be therefore materially and adversely affected.

The cross-border online shopping market in China is continuing to grow and may become a new competitor to the Chinese consumer goods market.

Currently, all of our Merchant Clients are located in China. As access to cross-border online shopping is made available in China, Chinese consumers may begin to purchase goods outside of China and as a result, the demand for products by Chinese merchants may decline.

We compete with other IT companies which can develop similar technologies and online-to-offline applications to identify consumer behavior.

We are not the only company that analyzes consumer behavior and provides such data to clients. There are other companies that have similar technology or are developing superior technology that can be used in the same or more advantageous ways. We cannot assure you that the market will not become saturated with similar applications, or that our research and development efforts will give us an advantage over these other companies. We rely on our marketing efforts to sell our application and platform over our competitors, but if we are not successful in such efforts our business and results of operations could be significantly harmed.

We depend on our key executives, and our business and growth may be severely disrupted if we lose their services.

Our future success depends substantially on the continued services of our key executives. In particular, we are highly dependent upon Mr. Tan Meng Dong, James, our chairman, chief executive officer and president, who has established relationships within the industries we operate. If we lose the services of one or more of our current executive officers, we may not be able to replace them readily, if at all, with suitable or qualified candidates, and may incur additional expenses to recruit and retain new officers with industry experience similar to our current officers, which could severely disrupt our business and growth. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our suppliers or customers. Furthermore, as we expect to continue to expand our operations and develop new products, we will need to continue attracting and retaining experienced management and key research and development personnel.

Competition for qualified candidates could cause us to offer higher compensation and other benefits in order to attract and retain them, which could have a material adverse effect on our financial condition and results of operations. We may also be unable to attract or retain the personnel necessary to achieve our business objectives, and any failure in this regard could severely disrupt our business and growth.

The technology behind our products contains important trade secrets and know-how, and our ability to compete could be harmed if any such trade secrets and know-how are disclosed to third parties by our engineer.

We regard our trademarks, patents, copyrights and other intellectual property as critical to our success. In particular, we have spent a significant amount of time and resources in developing Moxian+ and our ability to protect our proprietary rights in connection with our platform and apps is critical for the success of our features and services and our overall financial performance. We expect to apply for additional patents, copyrights and trademarks as we continue the development of our platform. However, we cannot assure you that our measures will be sufficient to protect our proprietary information and intellectual property. Implementation of intellectual property laws in China has historically been lacking, primarily because of ambiguities in the laws and difficulties in enforcement.

We may be subject to intellectual property rights disputes, which could adversely affect our business, results of operations and financial condition.

We could face infringement claims from our competitors or others alleging that our methods, processes or products infringe on their proprietary technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages, and we may be required to make changes, to redesign our products partially or completely, to pay to use the technology of others or to stop using certain technologies or producing the alleged infringing product(s) entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt our Merchant Clients and Users to switch to products that are not the subject of infringement suits. We may not prevail in any intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to market our services.

We cannot provide assurance that we have properly registered our intellectual property, or that it has been registered in certain jurisdictions where we do business.

Some of our technologies are not covered by any patent or patent application and, even if a patent application has been filed, it may not result in an issued patent. If patents are issued to us, those patents may not provide meaningful protection against competitors or against competitive technologies. In addition, upon the expiration of patents issued to us, we will be unable to prevent our competitors from using or introducing products using the formerly-patented technology. As a result, we may be faced with increased competition and our results of operations may be adversely affected. We cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

Third parties may infringe upon our intellectual property rights which may result in damage to our business reputation.

Protection of our methods and technology is important to our business. We generally rely on a combination of the patent, trade secret, trademark and copyright laws of the PRC, the U.S. and Hong Kong as well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights. The patent, trademark, copyright and trade secret laws of some countries, though, including the PRC and Hong Kong, may not protect our intellectual property rights to the same extent as the laws of the U.S.

Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies. Even with safeguards in place, it may be possible for third parties to obtain and use our intellectual property without authorization. The unauthorized use of intellectual property is widespread in China, and enforcement of intellectual property rights by Chinese regulatory agencies is inconsistent. Moreover, litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our management’s attention and resources and could disrupt our business. If we are unable to enforce our intellectual property rights, it could have a material adverse effect on our financial condition and results of operations. Given the relative unpredictability of China’s legal system and potential difficulties enforcing a court judgment in China, we may be unable to halt the unauthorized use of our intellectual property through litigation. Failure to adequately protect our intellectual property could materially adversely affect our competitive position, our ability to attract students and our results of operations.

If China adopts privacy laws, they may impact our ability to provide our current data analytics features to Merchant Clients or to develop new uses for such data analytics.

We use our User data to develop an analysis software. Such data primarily comes from User conversations in our chat room and the personal information supplied when they register to use the app. This data can be analyzed and converted into useful information for us and our Merchant Clients only when we possess a large amount of accurate data. The research process may be deemed to violate the privacy of our Users. Currently, there are no PRC privacy laws governing how such data may be compiled, analyzed or used. If a law is adopted that imposes restrictions on our ability to conduct the analysis and promote data analytics to our Merchant Clients and to develop new products based on such data, our sales and results of operations could be materially adversely affected.

If the chops of our subsidiaries and VIEs in China are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of those entities could be severely and adversely compromised.

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered company in China is required to have a company chop, which must be registered with the local Public Security Bureau. Our company chops, or chops, are kept securely at our President’s Office under the direction of Chief Executive Officer at the headquarters level or held securely by personnel designated and approved by the General Manager or Headmaster at subsidiaries’ or the VIEs level. Use of chops requires proper approvals in accordance with our internal control procedures. The custodian at the President’s Office also maintains a log to keep a detailed record of each use of the chops. Moreover, the President’s Office is always locked after office hours and only authorized persons have the access to the keys.

The company believes it has sufficient controls in place over access to and use of the chops. We, however, cannot assure you that unauthorized access to or use of those chops can be totally precluded. To the extent those chops are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and the operations of these entities could be significantly and adversely impacted.

Our Chief Executive Officer has identified certain material weaknesses in our internal controls over financial reporting. If we are unable to remedy these material weaknesses and establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanctions, cause investors to lose confidence in our reported financial information and have a negative effect on the market price of our shares.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2015 (the “2015 Annual Report”), which were: (1) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) ineffective controls over period end financial disclosure and reporting processes; and (4) lack of written policies and procedures for accounting and financial reporting. Subsequent to the 2015 Annual Report, management identified misstatements in the application of certain accounting practices and procedures, which are discussed in detail in our Current Report on Form 8-K filed on February 8, 2016, as amended, and as a result, we restated our audited condensed consolidated financial statements as of and for the year ended September 30, 2015, our unaudited condensed consolidated financial statements as of and for the nine month period ended June 30, 2015 and our unaudited condensed consolidated financial statements as of and for the six month period ended March 31, 2015. We believe that the lack of a functioning audit committee, the lack of a majority of outside directors on our board of directors, and the lack of written policies and procedures for accounting and financial reporting has resulted in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which resulted in the restatements described above and could result in a material misstatement in our financial statements in future periods.

As a public company we have significant additional requirements for enhanced financial reporting and internal controls and are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. In addition, an independent registered public accounting firm will be required to attest to the effectiveness of our internal controls over financial reporting beginning with our annual report on Form 10-K following the date on which we become an accelerated filer or large accelerated filer. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

As part of our continuous effort to remediate the identified material weaknesses, we have initiated certain initiatives, including without limitation, appointing outside independent directors and establishing an audit committee, adding financial personnel to our management team and prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions. However, we cannot assure you that the measures we are taking and will take to remediate these areas will be successful or that once implemented, we will be able to maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in future restatements of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanctions, cause investors to lose confidence in our reported financial information and have a material adverse effect on the price of our shares.

Risks Related to Our Corporate Structure

If the Peoples Republic of China (‘PRC’) government does not agree that our contractual arrangement with Shenzhen Moyi Technologies Co Ltd. complies with PRC laws, rules and regulations we could face severe penalties.

Foreign investment in the businesses we operate, including telecommunications and Internet information services, is currently prohibited or restricted in China. As a U.S. corporation, we are restricted or prohibited from directly owning all of the equity interests in any PRC company engaged in internet- related businesses. See “Regulation.” As a result, our business in China is operated by our VIE, Shenzhen Moyi Technologies Co Ltd (“Moyi”) through contractual arrangements. Moyi holds the relevant internet content provider, or ICP, licenses, which permits Moyi to engage in the business in China and is currently owned by PRC citizens and/or PRC companies. We have been and expect to continue to be dependent on Moyi to operate this business. We do not have any equity interest in Moyi, but we control their operations and receive substantially all the economic benefits and bear substantially all the economic risks through a series of contractual arrangements.

There are uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of our contractual arrangements with Moyi. Our current contractual arrangements must also comply with laws and regulations applicable to the Internet industry.

In August 2011, the Ministry of Commerce, or MOFCOM, promulgated the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the MOFCOM Security Review Rules, to implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or Circular No. 6, promulgated on February 3, 2011. Under these rules, a security review by MOFCOM is required for foreign investors’ mergers and acquisitions that have “national defense and security” implications and mergers and acquisitions by which foreign investors may acquire “de facto control” of domestic enterprises that have “national security” implications. The MOFCOM Security Review Rules further prohibit foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. There is no explicit provision or official interpretation stating that our businesses fall within the scope of transactions subject to security review. We do not believe we are required to submit our existing contractual arrangements to MOFCOM for a security review. However, as there is a lack of clear statutory interpretation regarding the implementation of the rules, there is no assurance that MOFCOM will have the same view as we do when applying these national security review-related circulars and rules.

Moxian HK’s contractual arrangements may not be as effective in providing control over Moyi as direct ownership, and any failure by Moyi and its shareholders to perform their obligations under contractual arrangements would have material and adverse effects on our business.

We have no ownership interest in Moyi. We conduct substantially all of our operations and generate substantially all of our revenues through contractual arrangements that our subsidiary, Moxian HK, entered into with Moyi and its shareholders. The contractual arrangements are designed to provide us with effective control over Moyi. See “Our Corporate History and Structure” for a description of these contractual arrangements.

These contractual arrangements may not be as effective in providing control as direct ownership. For example, if Moyi or their respective shareholders fail to perform their respective obligations under these contractual arrangements, or if they take other actions that are detrimental to our interests, we may incur substantial costs and have to re-direct resources in connection with enforcing these arrangements. To enforce these arrangements, we may rely on legal remedies available under applicable PRC laws, including seeking specific performance or injunctive relief and claiming damages, but these remedies may not be effective. In particular, if shareholders of Moyi refuse to transfer their equity interests to us or our designated persons when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may need to initiate legal action to compel them to fulfill their contractual obligations. In addition, we may not be able to renew these contracts with our VIE and/or its respective shareholders. If VIEs or their shareholders fail to perform the obligations secured by the pledges under the equity pledge agreements, one of the remedies for default is to require the pledgers to sell the equity interests of VIEs in an auction or sale of the shares and remit the proceeds to us, net of all related taxes and expenses. Such an auction or sale of the shares may not result in our receipt of the full value of the equity interests or the business of VIEs

In addition, as all of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. Any arbitration, legal proceedings or disputes may cost us substantial financial and other resources and result in disruption of our business, and the outcome might not be in our favor. The relevant PRC arbitration panel may conclude that our contractual arrangements violate PRC law or are otherwise unenforceable and we could consequently lose our ability to consolidate Moyi’s results of operations, assets and liabilities in our consolidated financial statements and/or to transfer the revenues of Moyi to Moxian HK. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements. Under PRC law, prevailing parties in an arbitration proceeding may only enforce the arbitration award in Chinese courts through arbitration award recognition proceedings, which would cause us to incur additional expenses and delay. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over Moyi, and our ability to conduct our business may be materially and adversely affected.

Loss of or failure to obtain any license or permit necessary or desirable in the operation of our business could have a material adverse effect on our business and results of operations.

Moyi is required to obtain various operating licenses and permits and to make registrations and filings for our current business in China; failure to comply with these requirements may materially adversely affect our business operations. Moyi currently holds an Internet Content Provider, or ICP license, to provide information to online Internet users. In order to engage in and publish online games, Moxian was issued an Online Culture Operating Permit and an Internet Publications Distribution License. Web portals like Moxian are required to apply to and register with the General Administration for Press and Publication (“GAPP”), before distributing Internet publications. Internet publications include content or articles formally published by press media such as: (i) books, newspapers, periodicals, audio-visual products and electronic publications; and (ii) literature, art and articles on natural science, social science, engineering and other topics that have been edited. Moxian has applied for, but has not yet obtained, the license from GAPP that would enable it to distribute Internet publications.

If we are determined not to be in compliance with the applicable licensing requirements or if we fail to cure any non-compliance in a timely manner, we may be subject to fines, confiscation of the gains derived from our noncompliant operations or the suspension of our noncompliant operations, which may materially and adversely affect our business and results of operations.

We are a holding company organized in Nevada, with subsidiaries incorporated in Samoa, the British Virgin Islands, Hong Kong Malaysia & PRC corporations and all of our officers and directors reside outside the US. Therefore, investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in any of these jurisdictions based upon U.S. laws, including the federal securities laws or other foreign laws against us, our officers and directors.

All of our subsidiaries and our current operations are conducted outside of the United States. Moreover, all of our directors and officers are nationals and residents of China and Singapore. All or substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States or elsewhere upon these persons. In addition, uncertainty exists as to whether the courts outside of the U.S. would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in jurisdictions outside of the U.S. against us or such persons predicated upon the securities laws of the United States or any state thereof.

Risks Related to Doing Business in China

If the growth rate of the Chinese economy continues to slow down, the demand for products sold by our Merchant Clients may also slow down.

Moody’s Investors Service, which provides credit ratings and research covering debt instruments and securities, downgraded its outlook on the Chinese government debt from “stable” to “negative” which reflects an assumption that the Chinese economy is weakening and continues to slow down. A slowdown in the economy may lead to less demand by consumers for products offered by our Merchant Clients. If our Merchant Clients are impacted by the low demand, they may attempt to curtail expenses by cancelling subscriptions for our services, which could have a material adverse effect on our revenues, and negatively impact our results of operations.

Contract drafting, interpretation and enforcement in China involves significant uncertainty.

We have entered into numerous contracts governed by PRC law in the ordinary course of our business, many of which are material to our business. As compared with contracts in the United States, contracts governed by PRC law tend to contain less detail and are not as comprehensive in defining contracting parties’ rights and obligations. As a result, contracts in China are more vulnerable to disputes and legal challenges. In addition, contract interpretation and enforcement in China is not as developed as in the United States, and the result of any contract dispute is subject to significant uncertainties. Therefore, we cannot assure you that we will not be subject to disputes under our material contracts, and if such disputes arise, we cannot assure you that we will prevail. As almost all of our contracts in the ordinary course of business are governed by PRC law, any dispute involving such contracts, even those without merit, may materially and adversely affect our reputation and our business operations, and may cause the price of our shares to decline.

Governmental control of currency conversion may limit our ability to utilize our revenues effectively, whether for securing debt or to expand our business through acquisitions and development and for dividend payments to our shareholders, which may affect the value of your investment.

The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our Nevada holding company primarily relies on dividend payments from our wholly owned PRC subsidiary in China, Moxian Shenzhen, to fund any cash and financing requirements we may have.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval by complying with certain procedural requirements. Therefore, Moxian Shenzhen may pay dividends in foreign currency to us without pre-approval from SAFE. However, approval from or registration with government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. With the prior approval from SAFE, cash generated from the operations of our PRC subsidiary may be used to pay off debt owed to entities outside China in a currency other than RMB. The PRC government may, at its discretion, restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the common stock.

Payment of dividends is subject to restrictions under Nevada and the PRC laws.

Under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate sufficient profits. In addition, because of the various rules applicable to our operations in China and the regulations on foreign investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

We can give no assurance that we will declare dividends of any amounts, at any rate or at all in the future. The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

As we derive substantially all of our revenue from the PRC, any downturn in Chinese macroeconomic trends may harm our business.

All of our business operations are conducted in China and all of our revenues are generated in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, the level of development, the growth rate, the control of foreign exchange, and the allocation of resources.

While the Chinese economy had grown significantly in the past 30 years, the growth has been uneven geographically among various sectors of the economy, and over the last year we have been experiencing a period of slowdown. We cannot assure you that China’s economy will continue to grow, or that if there is growth, such growth will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on our business. The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Between late 2003 and 2008, the PRC government implemented a number of measures, such as increasing the PBOC’s statutory deposit reserve ratio and imposing commercial bank lending guidelines, which slowed the growth of credit. In 2008 and 2009, however, in response to the global financial crisis, the PRC government loosened such requirements. Any actions and policies adopted by the PRC government or any prolonged slowdown in China’s economy could have a negative impact on our business, operating results and financial condition couldin a number of ways.

The enforcement of labor contract law and increase in labor costs in the PRC may adversely affect our business and our profitability.

China adopted a labor contract law and its implementation rules effective on January 1, 2008 and September 18, 2008, respectively. The labor contract law and its implementation rules impose more stringent requirements on employers with regard to, among others, minimum wages, severance payments upon permitted terminations of the employment by an employer and non-fixed term employment contracts, time limits for probation period as well as the duration and the times that an employee can be seriously harmed.  Please note that throughout this Prospectus, the words “we”, “our” or “us” referplaced on a fixed term employment contract. Due to the Company.limited period of effectiveness of the labor contract law and its implementation rules, and the lack of clarity with respect to their implementation, potential penalties and fines, it is uncertain how they will impact our current employment policies and practices. Our employment policies and practices may violate the labor contract law or its implementation rules and we may be subject to related penalties, fines or legal fees. Compliance with the labor contract law and its implementation rules may increase our operating expenses, in particular our personnel expenses, as the continued success of our business depends significantly on our ability to attract and retain qualified personnel. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the labor contract law and its implementation rules may also limit our ability to effect those changes in a manner that we believe to be cost-effective or desirable, which could adversely affect our business and results of operations.

Additionally, PRC companies are subject to various laws and regulations regarding social insurance and housing funds, under which our PRC subsidiary and affiliates are required to pay employees’ pension contributions, housing funds, medical insurance premiums and other welfare-oriented payments.

We must comply with the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. In the foreseeable future, some of our suppliers may be owned by the PRC government and our dealings with them are likely to be considered to be with government officials for these purposes. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. We could suffer severe penalties if our employees or other agents were found to have engaged in such practices.

Risks Related to Our Companythis Offering

The reportPrior to this offering, we had a limited public market for our shares of the independent registered public accounting firm which audited the Company’s financial statements as of December 31, 2010, expresses substantial doubt as to the Company’s ability to continue as a going concern.

As of December 31, 2010, the independent registered public accounting firm expressed substantial doubt as to the Company’s ability to continue as a going concern. Underlying the accounting firm’s opinion are the absence of any business operations by the Company, its cash balance at December 31, 2010common stock and minimal stockholders’ equity. The notes to the Company’s audited financial statements provide that continuation as a going concern is dependent upon the operations of the Company which in turn are dependent upon the Company’s ability to meet its financial requirements, raise additional capital and the success of its future operations, and there is no assurance that the Company will be successful in accomplishing these objectives.

Purchasers may have difficulty evaluating the Company’s business because of the absence of any operating history.

The Company was incorporated on October 12, 2010, and to date, the Company has been involved primarily in organizational activities and supporting the beta test project. The Company has earned no revenue, and therefore has no revenue history.  We have limited operating history and have delivered beta testing products to one Healthcare Center who continues to use the software solution even though the beta test period is over.  Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. There is no guarantee that we will commence additional business operations or that our business operations will be profitable. For this reason, investors are encouraged to review the Company’s financial information and Prospectus to have discussions with representatives of the Company and to engage professional advisors to evaluate an investment in the Company.

If we do not obtain additional financing, our business will fail.

Our business plan calls for ongoing expenses in connection with the development of the business of the Company. We have not generated any revenue from operations to date. Weyou may not be able to implementresell our business planshares at or above the price you paid, or at all.

Prior to this offering, there was a limited public market for our common stock in the OTC Market. We cannot assure you that an active public market for our common stock will develop or that the market price of our shares will not decline below the public offering price. The public offering price of our shares may not be indicative of prices that will prevail in the trading market following the offering.

Our Chairman of the Board and our Chief Executive Officer, Mr. Mengdong Tan, own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters.

Mr. James Mengdong Tan, our Chairman and CEO, through Good Eastern Investment and Stellar Elite Limited, beneficially owns 46.58% of our outstanding shares of common stock, and after this offering will beneficially own [●]% of our outstanding common stock. As a result, Mr. Tan will be able to exercise significant influence over all matters that require us to obtain shareholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our company or its assets. This concentration of ownership in our shares by an executive officer will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

Future sales of substantial amounts of the shares of common stock by existing shareholders could adversely affect the price of our common stock.

If our existing shareholders sell substantial amounts of the shares following this offering, the market price of our common stock could fall. Such sales by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time and place we deem appropriate. The [●] shares of common stock offered in this offering will be eligible for immediate resale in the public market without obtaining additional financing.restrictions. All remaining shares, which are currently held by our existing shareholders, may be sold in the public market in the future subject to the lock-up agreements and the restrictions contained in Rule 144 under the Securities Act. If this financing is not available or obtainable, investors may loseany existing shareholders sell a substantial portionamount of shares, the prevailing market price for our shares could be adversely affected.

The market price of our shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the shares

We do not anticipate paying cash dividends on our common stock in the foreseeable future.

We do not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all of their investment. If adequate funds are not availableour earnings, if any, to satisfyfinance development and expansion of our immediate or intermediatebusiness. PRC capital requirements, we willand currency regulations may also limit our operations significantly. There can be no assurance that such additional financingability to pay dividends. Consequently, your only opportunity to achieve a positive return on your investment in us will be availableif the market price of our common stock appreciates.

We will have discretion in applying a portion of the net proceeds of this offering and may not use these proceeds in ways that will enhance the market value of our common stock.

Our management will have considerable discretion in the application of the proceeds received by us from this offering. Such proceeds may be used to usexpand our research and development team, acquire new technological hardware, and expand our sales and marketing team all over China and for working capital and general corporate purposes. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on acceptable terms,the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our profitability or at all.increase our common stock price. The most likely sourcenet proceeds from this offering may also be placed in investments that do not produce income or that lose value.

Future issuances of capital stock may depress the trading price of our common stock.

Any issuance of shares of our common stock after this offering could dilute the interests of our existing stockholders and could substantially decrease the trading price of our common stock. We may issue additional shares of common stock in the future funds presently availablefor a number of reasons, including to us isfinance our operations and business strategy (including in connection with acquisitions, strategic collaborations or other transactions).

Sales of a substantial number of shares of our common stock in the public market could depress the market price of our common stock, and impair our ability to raise capital through the sale of additional shares of common stock, which could result in dilution to existing shareholders and their interest may be subordinate to the rights and preferences of the holders of new equity shares.   

The Company has a lack of profit and uncertain profit outlook.

The Company has no history in operating its business on which to evaluate the Company and its prospects. If customers do not adopt the Company’s products and services due to the Company’s operating history, the Company’s profits will be significantly and negatively affected. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered in this context.

7

If the Company does not generate sales in a timely manner, the Company may run out of cash.

The Company’s business plan is dependent on sales.  We have limited marketing and sales resources, so the Company cannot determine with any certainty when it will make sales and generate revenue.  In the event that revenues do not occur in a timely manner, the Company will need to dramatically reduce costs and may run out of cash.

If the market chooses to buy competitive products and services, the Company will not be financially viable.

Although the Company believes that its products will be of commercial usefulness, there is no verification by the marketplace that the Company’s products and services will be purchased by customers. If the market chooses to buy competitive products and services, it may be more difficult for the Company to be profitable and the Company's business would be substantially harmed. The Company believes that the purchase of its products is also highly dependent on perceptions of risk, financial viability of the Company, ability to provide related services and support, and other factors including brand perception, references, and commercial linkage between these sales and other products and services. If the Company is not able to manage these perceptions, it may not be able to meet its forecasts and projections.

The Company’s competitors are larger and have greater resources, giving them the ability to utilize commercial practices that prevent customers from buying the Company’s products and services.

The Company's competitors are other software development companies, especially those that are focused on offering electronic medical record solutions such as Cerner.  Many of our competitors are larger and have resources greater than those of the Company; therefore, there can be no assurance that potential customers will buy from the Company, as opposed to the Company's competitors. If potential customers do not buy from the Company, the Company's business would be significantly harmed. Competitors may also have greater leverage and stronger relationships with their customers, as well as the ability to offer lower prices, which could affect the Company’s ability to procure customers or cause customers to change vendors.

The Company is reliant on senior management.

The Company believes that its success is significantly dependent upon the continued participation and collective skills of Ms. DeFoor. In addition, certain knowledge and skills possessed by our executive officer may not be able to be replaced quickly or at all.  Ms. DeFoor does not have an employment contract and is under no obligations to remain with the Company. If Ms. DeFoor does not remain with the Company, the Company's business may be significantly harmed.  The Company does not currently intend to change its management.

The Company plans to continue paying expenses for research and development.

The Company’s market is characterized by rapidly changing technologies and evolving industry standards. The Company plans to incur research and development expenses intended to adapt and expand to this evolving industry and achieve competitive advantage. If the Company does not generate sufficient profit, the business could be harmed. If it is necessary to raise additional funds to pay for further research and development through the issuance of equity securities, the current stockholders would be diluted and their interests might be subordinate to the rights and preferences of the holders of new equity securities.

The Company has an uncertain ability to meet future cash needs.

It is likely that the Company will need additional financing in the future, either as a result of adverse developments, or as a result of rapid growth or volatility in business levels or business conditions. If such financing is unavailable, it could have a serious adverse effect on the Company’s ability to survive.

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The Company must develop a delivery and support infrastructure to be viable in the market.

The Company is in an early stage of development, and if the Company does not develop the necessary infrastructure to support its customers, its business could suffer or fail.  For example, sales and support and the corresponding infrastructure must be put in place to drive revenue.  Failure to put in that system would likely cause the business to fail.

The Company’s business plan is highly sensitive to many factors, and thus Company performance is not easily predictable.

Software development is a quickly changing environment and is sensitive to many factors, including competition with larger companies, market demand, research and development expenditures, and the ability to stay competitive in the applicable industry. Given these and other market factors, the Company We cannot predict with certainty its short- and long-term performance and profitability. In addition, even if the Company achieves profitability, given these many factors affecting the Company’s business, the Company may not be able to maintain profitability in the future.

If the Company does not manage growth effectively, the Company’s business could be harmed.

Resource infrastructure and a significanteffect that future sales plan will be required to realize the Company’s growth strategy. Operations growth will place significant demands on the management and other resources of the Company, which demands are likely to continue. To manage future growth, the Company will need to continue to attract, hire and retain highly skilled and motivated officers, managers and employees for:

The Company may not be successful in selecting, managing or expanding its operations and markets or maintaining adequate management, financial and operating systems and controls. The Company may not be able to achieve desired geographic expansion without additional investment.

Experience of management may not be adequate to achieve projections.

While the Company’s officer has history in working with growth companies, there is no guarantee that such experience will ensure that the company will reach its projections.  Success in this industry has many factors that our management team cannot control: the general economy; rapid deployment of competitor offerings; ability to protect our intellectual property; and other macroeconomic factors. Our sole officer, Brandi L. DeFoor, does not have experience running a public corporation.

Risks Related To the Software Development for Online Appointments

Software development is intensely competitive, and if the Company fails to successfully compete in the online appointment scheduling market, its market share and business will be harmed.

The markets for the products and services offered by the Company are intensely competitive and characterized by rapidly changing technology and changing consumer demands.  There are many players in the healthcare software segment, many of which are large and have significant research and development and sales and marketing budgets and staff.  Large companies may at any time attain positions of competitive advantage that the Company will find difficult to counteract.  Because our industry is changing and evolving and we have limited operating history, our financial data will not likely reflect future operations.  There can be no assurance that the Company will be able to successfully compete with any current or potential providers of products and services competitive with those of the Company.

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The Company’s success depends, in part, on its ability to protect, develop and rapidly deploy intellectual property.

Our intellectual property includes the content of our webstite, our back office solution and related software, our registered domain name, and our unregistered trademark.  Although the Company currently intends to pursue protection of its intellectual property, there is no assurance that such protection will be available or sufficient to preclude competition. Competitors may develop similar or superior products, software, business models and intellectual property. This could have a serious impact on the ability of the Company to succeed. If the Company fails to protect, develop and secure proprietary information and intellectual property, the value of the Company could be impaired.

If the Company is unable to adapt to the rapid technological change in its industry, the Company will not remain competitive and its business will suffer.

The Company’s market is characterized by rapidly changing technologies and evolving industry standards. The recent growth of web-based solutions and intense competition in the industry exacerbate these market characteristics. The Company’s future success will depend on the Company’s ability to adapt to rapidly changing technologies by continually improving the features and reliability of its products. The Company may experience difficulties that could delay or prevent the successful introduction or marketing of new products and services. In addition, new enhancements must achieve significant market acceptance. The Company could also incur substantial costs if the Company needs to modify its service or infrastructures or adapt its technology to respond to these changes.

The health care software industry is subject to natural fluctuation.

The industry is subject to changes that fluctuate with the economy and governmental regulations.  There are other companies launching similar products.  If patient appointment numbers are down, the use of the Company’s products would be directly affected.  It is likely that the Company will be subject to these same types of performance fluctuations.

Risks Related To Regulations

The Company's failure to comply with existing regulations and future regulations could subject the Company to penalties.

The Company will provide products and services in multiple jurisdictions. The Company will be subject to The Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 and the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”).  The HIPAA Privacy Rules regulate the use and disclosure and security of patient information.  HITECH extends the privacy rules to business associates of companies covered by HIPAA.   Any failure of the Company to comply with HIPAA, HITECH and other existing regulations or regulations adopted in the future in those jurisdictions could subject the Company to penalties or litigation. Compliance matters could also increase the Company’s costs and affect the Company’s ability to meet its projections. The Company will assess federal (including HIPAA and HITECH) and local regulations and requirements for its products and services and may need to retain outside experts in order to ensure compliance with local and federal standards, particularly in the area of patient confidentiality.

Risks Related To Customers

The Company’s products are not yet proven with customers.

Until the Company has finished testing the beta version of the software and completes the EMR (electronic medical records) integration, there is uncertainty regarding the products’ acceptability to customers and physicians and as a result, their viability within the customers’ sales channels. In the event that acceptance is delayed, or in the event that customers promote competitive products, the Company would be seriously harmed.

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Risks Related To The Offering And

The Purchase and Ownership of Stock

The Company will hold subscription funds in escrow during the Offering Period which may extend to August 31, 2011.

Subscription funds submitted by subscribers will be held at Freedom Bank in an escrow account by Seck & Associates LLC, the Company’s escrow agent, during the Offering Period which expires on August 31, 2011 unless earlier terminated by the Company. During such time, subscribers will have no right to the issuance of the shares for which they have subscribed. If the Company fails to receive subscriptions for at least the Minimum Offering Amount or terminates or withdraws the Offering for any reason or if the subscriber’s subscription is rejected in whole or in part for any reason, subscription funds will be returned to subscribers without any interest earned on the funds.

The Offering Price of the Shares is arbitrary.

The price of the Shares has been determined arbitrarily by the Company and bears no relationship to the Company's assets, book value, potential earnings or any other recognized criteria of value.  The Company can provide no assurance that the shares offered in the Offering will have a market value or that they can be sold at any price.

The Company has a lack of dividend payments.

The Company has no plans to pay any dividends in the foreseeable future. Accordingly, a shareholder may not get any economic benefit until the shareholder is able to sell his or her shares.

Certain Company actions and the interests of stockholders may differ.

The voting control of the Company could discourage others from initiating a potential merger, takeover or another change of control transaction that could be beneficial to stockholders. As a result, the value of stock could be harmed. Purchasers should be familiar with the equity breakdowns among stockholders of the Company.

The Company’s management team will have broad discretion over the use of proceeds.

The Company’s management will retain broad discretion as to the allocation of the proceeds of this Offering, and the Company may not be able to invest these proceeds to yield a significant return.

Purchasers will experience immediate and substantial book value dilution.

The price of the Shares offered hereunder is expected to be substantially higher than the net tangible book value of each outstanding share of stock. Investors who purchase Shares in this Offering will suffer immediate and substantial dilution.

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The Company may be subject to rights of preferred stockholders including mandatory redemption.

At some point in the future, the Company may authorize and issue preferred stock.  The Company’s preferred stock is “blank check preferred” which gives the Company’s board of directors the right to issue preferred stock without the shareholders’ approval.  This preferred stock would provide for rights and obligations of the preferred shareholders as defined solely by the board of directors.   The rights attached to preferred shares could affect the Company’s ability to operate, which could force the Company to seek other financing. Such financing may not be available on commercially reasonable terms or at all and could cause substantial dilution to existing stockholders.

Our Common Stock may be subject to “penny stock” rules which may be detrimental to investors because the “penny stock” rules may make it harder for our shareholders to sell their shares.

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

There is Currently No Trading Market for our Common stock, and Liquidity of Shares of our Common Stock May Be Limited.

Our shares of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no significant public trading market is expected to develop in the foreseeable future.

Our Sole Director, Officer and Shareholder owns a Majority of the Common Stock and Will Continue to Own a Majority of the Stock After the Offering

Management (consisting solely of Brandi L. DeFoor at present) currently controls and votes 100% of our issued and outstanding common stock. Consequently, management has the ability to influence control of our operations and will have the ability to influence or control substantially all matters submitted to stockholders for approval after the Offering, including:

Brandi L. DeFoor will thus have substantial influence over our management and affairs and other shareholders possess no practical ability to remove management or effect the operations of our business.

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We have the right to issue up to 75,000,000 shares of preferred stock, which may adversely affect the voting power of the holders of other of our securities and may deter hostile takeovers or delay changes in management control.

We may issue up to 75,000,000 shares of our preferred stock from time to time in one or more series, and with such rights, preferences and designations as our board of directors may determine from time to time. To date, we have not issued any shares of preferred stock. Our board of directors is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series of our preferred stock. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common stock and may, under certain circumstances,or other equity-related securities would have on the effectmarket price of deterring hostile takeovers or delaying changesour common stock

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in management control.

13

Forward-Looking Statements

This Prospectus contains projections and statements relating to the Companythis prospectus that constitute "forward-looking statements." Theseare not descriptions of historical facts are forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as "intends," "believes," "anticipates," "expects," "estimates," "may," "will," or similar terms. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief orthat are based on management’s current expectations of the Company, and its respective directors, officers or advisors with respectare subject to among other things: (1) trends affecting the Company’s financial condition, results of operations or future prospects, (2) the Company’s business and growth strategies and (3) the Company’s financing plans and forecasts. Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties that could negatively affect our business, operating results, financial condition and that, should conditions changestock price. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or should“will” or the negative of these terms or other comparable terminology.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. We operate in a very competitive and rapidly changing environment. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any onefactor, or morecombination of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect,factors, may cause actual results mayto differ materially from those projectedcontained in any forward-looking statements we may make. Accordingly, you should not place undue reliance on our forward-looking statements. We have included important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make.

You should read this prospectus and the documents that we reference in this prospectus and have filed as a result of various factors, someexhibits to the registration statement of which are unknown. The factorsthis prospectus is a part completely and with the understanding that could adversely affect theour actual future results and performancemay be materially different from what we expect. We qualify all of the Company include, without limitation, the Company’s inability to raise additional funds to support operations and capital expenditures, the Company’s inability to effectively manage its growth, the Company’s inability to achieve greater and broader market acceptance in existing and new market segments, the Company’s inability to successfully compete against existing and future competitors, the Company’s reliance on independent manufacturers and suppliers, disruptions in the supply chain, the Company’s inability to protect its intellectual property, other factors described elsewhereforward-looking statements in this Prospectus,prospectus by these cautionary statements. We expressly disclaim any obligation or other reasons. Potential investors are urgedundertaking to carefully consider such factors. Allrelease publicly any updates or revisions to any forward-looking statements attributablecontained herein to the Companyreflect any change in our expectations or persons actingany changes in events, conditions or circumstances on its behalf are expressly qualified in their entiretywhich any such statement is based, except as required by the foregoing cautionary statements and the "Risk Factors" described herein.law.

Item 4. Use of ProceedsUSE OF PROCEEDS

Assuming 900,000 Shares are subscribed for in this Offering, and after netting anticipated Offering expenses,We estimate that the net proceeds from the sale of the Shares[●] shares of common stock in the offering will be approximately $150,250. If subscriptions are received$[●] million after deducting the underwriting discounts and commissions and estimated offering expenses. Proceeds of this offering in the amount of $500,000 shall be used to fund an escrow account for 550,000 Shares, and after netting anticipated Offering expenses,a period of 30 days following the net proceeds fromclosing date of this offering, which account shall be used in the saleevent we shall have to indemnify the underwriters pursuant to the terms of the Shares will be approximately $80,250. If subscriptions are received for 200,000 shares, after netting anticipated Offering expenses, the net proceeds from the sale of the Shares will be approximately $10,250. The Company intendsUnderwriting Agreement.

We intend to use the net proceeds from the Offering primarilyoffering for the following purposes:

The amounts and timing of these expenditures will vary depending on a number of factors, including the amount of cash generated by our operations, competitive and technological developments, and the rate of growth, if any, of our business.

Although we may use a portion of the proceeds for the acquisition of, or investment in, companies, technologies, products or assets that complement our business, we have no present understandings, commitments or agreements to enter into any acquisitions or make any investments. We cannot assure you that we will make any acquisitions or investments in the areasfuture.

CAPITALIZATION

The following table sets forth the useour capitalization as of proceeds based on the proposed range of offerings:March 31, 2016:

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Research and Development

The system is currently available for small privately held healthcare centers to handle online scheduling, continuous patient update,You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the survey module.  The current architecture of the database allows for all upgrades when additional resources are available.  Such upgrades will be defined by trendsfinancial statements and related notes included elsewhere in the market, improved technology and client feedback.this prospectus.

The bridge from our database to that of each individual EMR will have to be completed at the time of installation of new accounts.  An electronic portal or bridge will require mapping of the data fields from our system to that of the other vendors.  

(i)

Minimum Offering.  With the system currently operating without any failures since its launch, performance testing and stabilization would be the primary goal with a minimum offering.  The site is currently operating with over 1,400 users and 250 online appointments scheduled each month.  One database administrator (“DBA”) hired for 40 hours of consulting would increase performance and solidify the structure. This cost would be $3,000.  That would allow the Company to engage a GUI interface consultant for 50 hours which would allow the Company to move forward in improving the client interface.  This cost would be $3,750. This would leave $1,500 to use for web development.

(ii)

Mid-Range Offering.  The Mid-Range Offering Amount would allow the Company to improve its offering and develop system upgrades.

(iii)

Maximum Offering.  Receiving the Maximum Offering Amount would allow for the developments described in (i) & (ii) with the addition of the development of a fully integrated EMR. Current systems available do not include the online client portion already developed in our operational site.  This portion of completed code would expedite the development of the full product and would increase our credibility and service offering in the industry.  Our estimates below describe the timeframes and costs related to upgrading our system;

The costs saved or any overages will come from the reserve set aside in working capital.

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Marketing/Advertising/Promotion

We are currently in the development stage of marketing, sales and promotion strategies. Initially, it appears that the most cost-effective way to generate sales will be to direct as many users as possible to the Company’s website.  The site should be developed in a manner which would allow screens to be exported to media for distribution.

(i)

Minimum Offering.  With such limited funds, we will focus attention on direct sales through local, free, physician events to maximize our exposure. Two tradeshows in the region would cost around $1,500.00 and should enable enough interaction to determine the best qualities needed to recruit commissioned sales representatives.

(ii)

Mid-Range Offering.  In addition to the efforts described in (i), our goal in the Mid-Range Offer would be to engage an experienced search engine optimization (“SEO”) company in the medical space to create a plan for increasing our Google ranking and created an ad word campaign.

(iii)

Maximum Offering.  In addition to the efforts described in (i) and (ii), we would institute our full marketing campaign.  Direct mail, industry print ads and paid articles would utilize the remaining funds.

Working Capital

Working capital will be utilized to fund the day to day operations and serve to mitigate any overage or shortfalls in the other categories. After receiving a Mid-Range Offering Amount or Maximum Offering Amount, our first hire will be a part time Customer Service Representative to assist with the current client, manage the marketing effort and back up the research and development efforts to ensure efficient use of contractors.  Commissioned Sales Representatives will be recruited through various free online tools to service the opportunities generated by the marketing/advertising efforts.

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Expenses Related to the Offering

Item 5. Determination of Offering Price.

Prior to this Offering, there has been no market for our common stock. The Offering Price of the Shares offered hereunder was arbitrarily determined by the Company and bears no direct relationship to the value of our assets, book value, net worth, historical or prospective earnings, actual results of operations, trading price of our stock, or any other recognized criteria of value. The Offering Price of the Shares should not be considered as an indication of the actual or trading value of a share of our common stock.

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Item 6. Dilution.

Our net tangible book value, which we have defined as total assets, minus goodwill and tangible assets, less total liabilities, as of April 30, 2011, was $3,210 or $0.001 per share of common stock.  The pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares to be outstanding immediately after this offering as shown above is based on shares outstanding as of March 31, 2016.

DILUTION

If you invest in our common stock, outstanding, including sharesyour interest will be diluted immediately to the extent of common stock issued upon the completion of this Offering.  Dilution in pro form net tangible book value per share to new investors in this Offering represents the difference between the amountpublic offering price per share paid by purchasers of common stockyou will pay in this Offeringoffering and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Our pro forma net tangible book value as of was $[●] , or $[●] per share of common stock. Our pro forma net tangible book value per share set forth below represents our total tangible assets less total liabilities, divided by the completionnumber of this Offering.  

Our sole shareholder currently owns 100% of the authorized and issued shares of the Company.  Our sole shareholder will continueour common stock outstanding on.

After giving effect to own 3,100,000our issuance and sale of [●] shares of common stock in this offering at an assumed public offering price of $[●] per share (the last reported sale price of our common stock on the OTCQB Market on , 2016), after deducting the Offeringestimated underwriting discounts and offering expenses payable by us, the pro forma as adjusted net tangible book value as of [●] would have been $ [●], or $ [●] per share. This represents an immediate increase in net tangible book value to existing shareholders of $[●] per share. The public offering price per share will be diluted as a result ofsignificantly exceed the Offering.

The following table shows the Company’s capitalization prior to the Offering and if the Company sells its Minimum Offering Amount, its Maximum Offering Amount, and an Offering Amount between those two numbers.

We will require additional capital in order to achieve our business plan. Our most likely source of additional capital will be through the sale of additional shares of common stock. The sale of additionalnet tangible book value per share. Accordingly, new investors who purchase shares of common stock in this offering will result insuffer an immediate dilution of their investment of $[●] per share. The following table illustrates this per share dilution to our existing stockholdersthe new investors purchasing shares of common stock in this offering:

A $1.00 increase (decrease) in the assumed public offering price of $[●] per share would increase (decrease) the pro forma net tangible book value by $[●] million, the pro forma net tangible book value per share after this offering by $[●] per share and will negatively affect the dilution in pro forma net tangible book value of an investor’s Shares.

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Item 7. Selling Security Holders.

The shares being offered for sale consistper share to investors in this offering by $[●] per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the Companysame and after deducting the estimated underwriting discount and offering expenses payable by us.

’MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSs authorized but unissued

Our common stock.  The Offering includes no selling shareholders.stock is currently quoted on the OTCQB under the trading symbol “MOXC.” Our common stock did not trade prior to April 10, 2014.

Item 8. Plan of Distribution.

General

ThereTrading in stocks quoted on the OTCQB is no public market for our common stock. Therefore, the currentoften thin and potentialis characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock is limited and the liquidity of our shares may be severely limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us to apply for such listing. We are unable to estimate if or when we expect to undertake this endeavor. No market may ever develop for our common stock, or if developed, such market may not be sustained in the future. Accordingly,

For the Shares should be considered totally illiquid, which inhibits investors’ ability to sell their Shares. The market price ofperiods indicated, the Sharesfollowing table sets forth the high and low bid prices per share of common stock is likely to be highly volatilebased on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

* The Company’s Common Stock did not trade until April 10, 2014.

Holders

As of June 3, 2016, we had 128,011,883 shares of our Common Stock par value, $0.001 issued and outstanding. There were approximately 267 registered owners of our Common Stock. 

Dividend Policy

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be significantly affected by factorsmade at the discretion of our board of directors out of funds legally available for such as actualpurpose. We are under no contractual obligations or anticipated fluctuationsrestrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the Companybusiness for the foreseeable future.

’EXCHANGE RATE INFORMATIONs

Our business is conducted in China and all of our revenues are denominated in RMB. Capital accounts of our consolidated financial statements are translated into U.S. dollars from RMB at their historical exchange rates when the capital transactions occurred. RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB, HKD and MYR amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. 

Assets and liabilities are translated at the exchange rates as of the balance sheet date.

Items in the statements of operations and comprehensive loss, and statements cash flows are translated at the average exchange rate of the period.

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table presents our selected historical financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statement and notes thereto included elsewhere in this prospectus.

The statements of operations data for the fiscal years ended September 30, 2015 and 2014 and the selected balance sheet data as of September 30, 2015 and 2014 are derived from our audited financial statements included elsewhere in this prospectus.

The statement of operations data for the three-month periods ended March 31, 2016 and 2015 and the selected balance sheet data as of March 31, 2016 are derived from our unaudited financial statements appearing elsewhere in this prospectus. 

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

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto and other financial information appearing elsewhere in this Form S-1. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the “Risk Factors” section of this prospectus, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this prospectus.

Overview

We are in the O2O (”Online-to-Offline”) business. While there are many definitions of O2O, with respect to our business, O2O means providing an online platform for small and medium sized enterprises (“SMEs”) with physical stores to conduct business online, interact with existing customers and obtain new customers. We refer to our customers as “Merchant Clients” and the users of our platform that are their existing and potential customers as “Users.” Through our platform and the products and services offered through it, we seek to create interaction between our Users and Merchant Clients by allowing Merchant Clients to study consumer behavior. Our products and services are designed to allow Merchant Client to conduct targeted advertising campaigns and promotions which we believe are more effective because they are geared for the customers that a Merchant Client wishes to reach. Our platform is also designed and built to encourage Users to return and obtain new Users, each of which is a potential customer for our Merchant Clients.

We believe we are different from other companies in that our plan is to sign up merchants first and build our user base utilizing their customers. Many companies utilize a different strategy of building up a user base and then signing up paying merchants and other clients to access that user base.

The current version of our platform is called “Moxian+” which consists of our user mobile application (“App”) called the Moxian+ User App and a separate App for our Merchant Clients called the Moxian+ Business App. Both versions of the App are currently available in the Google Play Store and the Apple App Store. There is no charge to download either App. We also have a website that can be accessed at www.moxian.com where either App can also be downloaded. 

Moxian principally operates in mainland China with its headquarters in Shenzhen, China. We launched Moxian version 1.0 which only consists of the User component App in Malaysia in June 2013 and subsequently in China in July 2014. During 2014 to 2015, we developed the Apps as part of “Moxian+,” the successor to Moxian version 1.0 which was officially launched in October 2015 in China only. In December 2015, we opened our Beijing office. We are currently operating results, announcementsin both Shenzhen and Beijing.

We are currently in the process of technological innovations, new products and/or services or new contractsexpanding our operations to Shanghai and Guangzhou. 

As of March 31, 2016 and September 30, 2015, our accumulated deficits were $16,704,502 and $11,174,812, respectively. Our stockholders’ equity was $8,326,578 and $5,505,091, respectively. We have so far generated $7,358 and $12,942 in revenue in the three months and six months ended March 31, 2016, respectively. Our losses have principally been attributed to operating expenses, administrative and other operating expenses.

Recent Developments

As of December 16, 2015, we entered into a Second Amendment Agreement to the Subscription Agreement (the “Second Amendment Agreement”) with Xinhua Huifeng Investment Center Co., Ltd. (Beijing) (“Xinhua”) to amend the Subscription Agreement entered by the Company or its competitors, developments with respect to copyrights or proprietary rights, adoptionand Xinhua (“Xinhua Subscription Agreement”) dated as of new accounting standards or regulatory requirements affectingJune 4, 2015, which was subsequently amended on August 13, 2015. Under the insurance business, general market conditions and other factors. In addition, the stock market from time to time experiences significant price and volume fluctuations that may adversely affect the market price forXinhua Subscription Agreement, the Company’s agreed to sell an aggregate of 8,190,000 shares of the Company’s Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) (the “Purchase Price”) and to issue to Xinhua for no additional consideration a warrant (the “Warrant”) to purchase in the aggregate of 32,000,000 shares of Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015 (the “Expiration Date”)(such transaction, the “Transaction”). 

Under the Second Amendment Agreement, the Closing Date of the Transaction was extended to December 31, 2015 and the Expiration Date of the Warrant was extended to December 31, 2015. As of the date of this prospectus, we received $8,190,020 of the Purchase Price, and in turn, issued 8,190,020 shares of common stock.stock to Xinhua. No warrants were exercised by Xinhua and have expired.

The Offering

Results of Operations

Three Months ended March 31, 2016 Compared with Three Months ended March 31, 2015

Gross Revenues

The Company is offeringhad revenues of $7,358 in the three months ended March 31, 2016 compared to sell a minimum of 200,000 Shares$22,661 being generated in the three months ended March 31, 2015. The Company started to develop the China market in 2015 and a maximum of 900,000 Shares pursuanttherefore no significant revenue has been generated.

The decrease in revenue for the three months ended March 31, 2016 as compared to the termsthree months ended March 31, 2015 was due to promoting and selling its Moxian version 1.0 to local merchants in Malaysia and China and the product retired in September 2015. In the three months ended March 2016, the Company started to promote the new version in the China market; hence there was a decrease in revenue for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

Operating Expenses

Selling and general administrative expenses for the three months ended March 31, 2016 and 2015 were $1,212,913 and $668,234, respectively. The expenses consisted of filing fees, professional fees, payroll and benefits and other general expenses. During the three months ended March 31, 2016, the Company was in the process of a self-underwritten direct public offering without any participation by underwriters or broker-dealers.and incurred additional marketing and consulting fees approximately $0.3 million. The Offering Price is $0.20 per Share. remaining increases of approximately $0.2 million were due to the increase of the marketing and selling force in China to achieve market expansion.

The Offering Period will beginresearch and development expenses for the three months ended March 31, 2016 and 2015 were $625,756 and $270,828, respectively. The increase in research and development expenses was because the Company hired more software developers in the three months ended March 31, 2016, which resulted in the increase in the research and development expense.

Depreciation and amortization expense for the three months period ended March 31, 2016 was $457,109, represents a significant increase from the depreciation and amortization expense of $221,663 incurred in the same period of last year. The increase in depreciation and amortization expense in the three months ended March 31, 2016 was due to more amortization expense on the date this registration statement is declared effective bysoftware system capitalized in beginning of fiscal 2016.

We expect that our general and administrative expenses will continue to increase as we incur additional costs to support the Securities and Exchange Commission and will expire on August 31, 2011. We may, withingrowth of our sole discretion, terminate the Offering prior to the end of the Offering Period. No subscription will be accepted unless payment is received by August 31, 2011. The closing of the Offering and the disbursement of funds are conditioned upon our receipt of subscriptions aggregating no less than $40,000, the Minimum Offering Amount. The minimum dollar amount of Shares that may be purchased by any subscriber is $1,000, unless the Company waives this minimum dollar requirement.business.

Until the Company receives and accepts subscriptions for a minimum of $40,000, all subscription funds will be held by the Company at Freedom Bank in an escrow account in the name of Seck & Associates LLC, as escrow agent. If subscriptions for at least $40,000 have not been received before the expiration of the Offering Period, all subscription funds will be returned to the subscribers, without any interest earned on the funds. If an investor subscribes for at least $1,000 and its subscription is accepted by Company, the subscription funds, together with any interest earned on the funds, will be drawn upon and used by the Company following the closing of the Offering.Other Expenses

The affiliates, officers, directors, employees and stockholders of the Company reserve the right at their option to purchase Shares, but all such purchases shall be without discount and at the full Offering Price per Share. Any such purchase will be counted in determining if the Minimum Offering Amount has been satisfied.

Shares will be sold through the efforts of the officer and director of the Company.  Our sole director and officer is not a broker-dealer in reliance on the safe harbor Rule 3a4-1 of the Securities and Exchange Act of 1934. There will be no participation by underwriters or broker-dealers. The Shares will be qualified or registered for sale under the “blue sky” laws of certain states. The states in which the Company currently plans to offer the Shares include Kansas and Missouri.

19

Expenses of Offering

The Company will pay allhad a $456,283 foreign exchange transaction loss during the three months ended March 31, 2016 due to the conversion of private placement funds, while the costsCompany did not incur similar expenses for the same period of last year. 

Net Loss

Net loss for the three months ended March 31, 2016 and expenses2015 was $2,725,462 and $1,160,237, respectively. The increase in connection withnet loss for the Offering, including but not limitedthree months ended March 31, 2016 comparing to all expenses incurredthree months ended March 31, 2015 was mainly due to prepare, reproduce or print this Prospectus, legalan increase in general and administrative expenses and other expenses as explained above.

For the six months ended March 31, 2016 compared with the six months ended March 31, 2015

Revenues

The Company had revenues of $12,942 in the six months ended March 31, 2016 compared to $68,166 being generated in the six months ended March 31, 2015. The Company scaled down its operations in Malaysia and started to focus on developing the China market in 2015, so no significant revenue has been generated.

Operating Expenses

Selling and general administrative expenses for the six months ended March 31, 2016 and 2015 were $2,694,739 and $1,420,772, respectively. The expenses consisted of filing fees, professional fees, payroll and benefits and other general expenses. During the six months ended March 31, 2016, the Company incurred additional approximately $0.4 million in qualifyingmarketing and consulting expenses to pursue a public offering during the Offeringsix months ended March 31, 2016, while the Company did not incur similar expenses for sale under federalthe same period of last year. The rest of the increase, primarily relating to the Company’s efforts in developing the China market, included approximately $0.3 million increase in professional and consulting fees, $0.1 million increase in salary and wages, $0.3 million increase in rental and property maintenance fees and $0.1 million increase in marketing and advertising expense.

The research and development expenses for the six months ended March 31, 2016 and 2015 were $1,514,296 and $515,986, respectively. The increase in the research and development expense was mainly due to the fact that more software developers were hired during the first half of fiscal 2016.

Depreciation and amortization expense for the six months ended March 31, 2016 was $900,553, which represents a significant increase from $256,744 in the same period of last year. The increase in depreciation and amortization expense in the six months ended March 31, 2016 was due to more amortization expense on the software system capitalized in the beginning of fiscal 2016.

We expect that our general and administrative expenses will continue to increase as we incur additional costs to support the growth of our business.

Other Expenses

The Company recorded a $456,283 foreign exchange transaction loss during the six months ended March 31, 2016 due to the conversion of the private placement funds, while the Company did not incur similar expenses for the same period of last year.

Net Loss

Net loss for the six months ended March 31, 2016 and 2015 was $5,529,690 and $2,147,498, respectively. The increase in net loss for the six months ended March 31, 2016 compared to the six months ended March 31, 2015 was mainly due to the reasons explained above.

Year ended September 30, 2015 Compared with Year ended September 30, 2014

Gross Revenues

The Company received sales revenues of $83,870 in the year ended September 30, 2015 compared to $56,122 being generated in the year ended September 30, 2014.

Operating Expenses

Operating expenses for the year ended September 30, 2015 and year ended September 30, 2014 were $5,443,815 and $2,176,963, respectively. The expenses consisted of our leases, R&D expenses, filing fees, professional fees, payroll and benefits and other general expenses.

We expect that our general and administrative expenses will continue to increase as we incur additional costs to support the growth of our business.

Net Profit/(Loss)

Net loss for the year ended September 30, 2015 and year ended September 30, 2014, were $6,173,646 and $4,791,342, respectively. Basic and diluted net loss per share amounted $0.03 and $0.02, respectively, for the year ended September 30, 2015 and year ended September 30, 2014.

The increase in net loss for the year ended September 30, 2015 compared to the year ended September 30, 2014 was due to an increase in general and administrative expenses.

Liquidity and Capital Resources

Cash Assets

As of March 31, 2016, we had a working capital deficit of $925,157 consisting of cash on hand of $123,529 as compared to a working capital deficit of $4,089,365 and cash on hand of $2,398,713 as of September 30, 2015.

Net cash used in operating activities for the six months ended March 31, 2016 was $4,302,128 as compared to net cash used in operating activities of $2,430,153 for the six months ended March 31, 2015. The increase in cash used in operating activities for the six months ended March 31, 2016 was mainly due to the $1.3 million increase in selling and general and administrative expense.

Net cash used in investing activities for the six months ended March 31, 2016 was $458,769 as compared to $34,288 for the six months ended March 31, 2015. The increase in cash used in investing activities for the six months ended March 31, 2016 was mainly related to more spending on the development of our Moxian+ App.

Net cash provided by financing activities for the six months ended March 31, 2016 was $2,506,098 as compared to $1,483,480 for the six months ended March 31, 2015. During the six months ended March 31, 2016, the Company completed a private placement of approximately $8.2 million, of which approximately $5.5 million was received as of September 30, 2015, prior to the six months ended March 31, 2016.

For the fiscal year of 2016, the Company will likely require additional capital of $18 million to $20 million to continue to operate our business, and to further expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means, such as conducting a public offering of our common stock. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

Financing

On June 4, 2015, the Company and Beijing Xinhua Huifeng Equity Investment Center (Limited Partnership) (“Xinhua”) entered into a subscription agreement, pursuant to which, the Company agreed to sell an aggregate of 8,190,000 shares of the Company’s Common Stock at a per share price of $1.00 for gross proceeds of $8,190,000 (approximately RMB50,000,000) (the “Purchase Price”) and to issue to Xinhua for no additional consideration a warrant to purchase in the aggregate of 32,000,000 shares of Common Stock at an exercise price of $2.00 per share, exercisable on or prior to July 31, 2015.

Under the subscription agreement, we are required to issue an additional number of shares of our common stock to Xinhua, equal to 50% of the aggregate number of shares issued upon exercise of the warrant by Xinhua as of September 30, 2016, if we fail to contract with 25,000 new paying merchants by September 30, 2016. This “make good” provision will be available only if Xinhua has exercised the warrant and acquired more than 16,000,000 shares of common stock. Further, we are required to issue 4,000,000 shares of common stock to Xinhua, for no additional consideration, if we fail to publish its full working version of the Moxian mobile application version 2.0 by September 30, 2015, or if we fail to uplist to a national securities exchange in the U.S. by June 30, 2017.

Subsequent to the initial subscription agreement, the closing date of the transaction, as well as the expiration date of the warrant, were both first extended to September 30, 2015, and then further extended to December 31, 2015. We received $8,190,020 of the Purchase Price, and in turn, issued 8,190,020 shares of common stock to Xinhua. The warrants were not exercised and have expired.

Loan

As of March 31, 2016, the Company borrowed loans from certain related parties of the Company for an aggregate of $1,268,518.

As of September 30, 2015, the Company borrowed loans from certain related parties of the Company for an aggregate of $1,462,525.

Foreign Operations

Substantially all of our business operations are conducted in Mainland China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in the PRC. We also have operations in Hong Kong. Operating in foreign countries involves substantial risk. For example, our business activities subject us to a number of Chinese laws and applicable state securities,regulations, such as anti-corruption laws, tax laws, foreign exchange controls and cash repatriation restrictions, data privacy and security requirements, labor laws, intellectual property laws, privacy laws, and anti-competition regulations, which have uncertainties. Any failure to comply with the PRC laws and regulations could subject us to fines and penalties, make it more difficult or impossible to do business in China and harm our reputation.

Operating in foreign countries also subjects us to risk from currency fluctuations. Our primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses. The weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of our foreign currency-denominated sales and earnings. This could either reduce the U.S. dollar value of our prices or, if we raise prices in the local currency, it could reduce the overall demand for our offerings. Either could adversely affect our revenue. Conversely, a rise in the price of local currencies relative to the U.S. dollar could adversely impact our profitability because it would increase our costs denominated in those currencies, thus adversely affecting gross margins.

“Critical Accounting Policies and Estimatesblue sky,

”Use of Estimates laws. It is estimated

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 expensesreported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the Offeringfinancial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. Our significant estimates and assumptions include depreciation and the fair value of our stock, stock-based compensation, debt discount and the valuation allowance relating to the Company’s deferred tax assets.

Recently Issued Accounting Pronouncements

Reference is made to the “Recent Accounting Pronouncements” in Note 2 to the Financial Statements included in this Report for information related to new accounting pronouncement, none of which had a material impact on our consolidated financial statements, and the future adoption of recently issued accounting pronouncements, which we do not expect will have a material impact on our consolidated financial statements.

Off-Balance Sheet Arrangements

We do not exceed $29,750.have any off-balance sheet arrangements.

Subscription Procedures

If after carefully reviewingOUR HISTORY AND CORPORATE STRUCTURE

The following diagram illustrates our corporate structure as of the date of this prospectus.

Moxian was incorporated in the State of Nevada on October 12, 2010 under the name SECURE NetCheckIn Inc. On July 29, 2015, we changed our name to Moxian, Inc. Previously we were engaged in the business of offering a cloud-based scheduling and studying this Prospectus, you desirenotification product targeted to purchase Shares, you must dourgent care facilities and medical offices to increase the following:satisfaction of patients in the scheduling and timing of appointments.

(1) Complete, execute, dateOn February 21, 2014, through Moxian CN Samoa, we acquired Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and deliverMoxian Malaysia, from Rebel Group, Inc. (“REBL”, formerly known as Moxian Group Holdings, Inc.) Moxian CN Group was incorporated by the Company under the laws of Independent State of Samoa on February 17, 2014.

Moxian BVI is a British Virgin Islands company that was incorporated on July 3, 2012. Moxian HK was incorporated on January 18, 2013, under the laws of Hong Kong. Moxian HK is currently engaged in the business of online social media and plans to launch its business in Hong Kong.

Moxian Shenzhen was incorporated on April 8, 2013 in China and is engaged in the business of internet technology, computer software, and commercial information consulting. Moxian Malaysia was incorporated on March 1, 2013 and conducts its business in the IT Services and Media Advertising industries.

Prior to the acquisition of Moxian BVI, on February 19, 2014, Moxian HK and Moxian Shenzhen entered into an Assignment and Assumption Agreement with Moxian IP Samoa, a wholly-owned subsidiary of REBL at the time, whereby Moxian HK and Moxian Shenzhen assigned and transferred to Moxian IP Samoa, all of the intellectual property rights relating to the operation, use and marketing of the Moxian Platform, including all of the relevant trademarks, patents and copyrights, in consideration of $1,000,000. Subsequently on January 30, 2015, we acquired from REBL 100% of the equity interests of Moxian IP Samoa for $6,782,000. As a result of the transaction, Moxian IP Samoa became our wholly-owned subsidiary. Moxian IP Samoa was incorporated on February 17, 2014 in the Independent State of Samoa.

On July 15, 2014, Moxian Shenzhen entered into a series of contractual arrangements with Moyi, which provide Moxian Shenzhen with control over Moyi’s business affairs and economic interest, as described in more details below. Moyi was incorporated on July 19, 2013 in China.

On December 10, 2015, Moxian Shenzhen incorporated Moxian Beijing and Moxian Beijing became the wholly-owned subsidiary of Moxian Shenzhen.

Contractual Arrangements with Moyi and its Shareholders

Due to PRC legal restrictions on foreign ownership and investment in, among other areas, Internet information services, which include online advertisement and e-commerce, we, similar to other entities with foreign-incorporated holding company structures operating in our industry in China, operate our businesses in which foreign investment is restricted or prohibited in the PRC through a wholly-foreign owned enterprise and a variable interest entity. The variable interest entity, Moyi, which is incorporated in the PRC and 100% owned by two PRC nationals, Zhang Guohui and Guan Fensheng (“Moyi Shareholders”), holds the required Internet Content Provider license, or ICP license and operate our businesses in China.

We have entered into certain contractual arrangements, as described in more detail below, which collectively enable us to exercise effective control over the Subscriptionvariable interest entity and realize substantially all of the economic risks and benefits arising from, the variable interest entity. As a result, we include the financial results of the variable interest entity in our consolidated financial statements in accordance with U.S. GAAP as if it was our wholly-owned subsidiary.

The following is a summary of the contractual arrangements that provide us with effective control of our variable interest entity and that enable us to receive substantially all of the economic benefits from its operation.

Exclusive Business Cooperation Agreement which accompanies this Prospectus.

(2) Forward.  Pursuant to the SubscriptionExclusive Business Cooperation Agreement dated July 15, 2014, between Moxian Shenzhen and Moyi, Moxian Shenzhen exclusively provides Moyi with services, including, technical and systems support, marketing consultancy, product research and development, equipment leasing and system maintenance.  In return, Moyi pays a service fee to David S. Brown, Seck & Associates LLC, 7285 W. 132^nd Street, Suite 240, Overland Park, KS 66213 with a wire transfer to Freedom BankMoxian Shenzhen in an amount equal to 100% Moyi’s pre-tax profit. Under the totalagreement, Moxian Shenzhen has an option to purchase from Moyi any or all of its assets, at the lowest price permitted under the PRC laws. The initial term of this agreement is 10 years, which may be renewed by Moxian Shenzhen in its sole discretion. The agreement may be terminated, by Moxian Shenzhen with a 30-day written notice, or by Moyi only if Moxian Shenzhen engages in grossly negligent or fraudulent conducts.

Exclusive Option Agreement.    Pursuant to the Exclusive Option Agreement dated July 15, 2014, among Moxian Shenzhen, Moyi and Moyi Shareholders, Moxian Shenzhen or its designee has an exclusive option to purchase from the Moyi Shareholders, to the extent permitted under the laws of the PRC, all or a portion of their equity interest in Moyi, on one or more occasions, at the price of RMB 10 (or approximately $1.62) per share, or such other price based on an appraisal if such appraisal is required by the laws of PRC. Moyi and its shareholders also agreed that, no person, other than Moxian Shenzhen and its designee, has the right to purchase any of the equity interest of Moyi. Moyi and the Moyi Shareholders undertake not to effect major corporate changes, including, amending its articles of association or bylaws, changing its registered capital, declaring dividends, or enter into any major transaction in relation to Moyi, including, the transfer of any of its business, material assets, or equity interests to any third party, incurring debts other than in the ordinary course of business, executing any major contract, or making investments in or acquiring a third party, without the prior written approval of Moxian Shenzhen. The initial term of this agreement is 10 years, which may be renewed by Moxian Shenzhen in its sole discretion.

Loan Agreement. Pursuant to the Loan Agreement dated July 15, 2014, by and among Moxian Shenzhen and Moyi Shareholders, Moxian Shenzhen granted an interest-free loan in the principal amount of RMB 100,000 (or approximately $15,198) to Moyi Shareholders, which may only be used for the purposes of Moyi’s business operation. The loan has a 10-year term, but Moxian Shenzhen may require acceleration of repayment at its absolute discretion with a 30-day notice. Moxian Shenzhen will choose the form of the repayment, which, among others, may be the proceeds that Moyi Shareholders receive from selling their equity interest in Moyi to Moxian Shenzhen, pursuant to the Exclusive Option Agreement described above.

Equity Pledge Agreement.   Pursuant to the Share Pledge Agreement dated July 15, 2014, among Moxian Shenzhen and Moyi Shareholders, Moyi Shareholders pledged all of their equity interests in Moyi to Moxian Shenzhen, to secure the performance of obligations by themselves and Moyi under the agreements described above. Under this agreement, Moyi Shareholders may not transfer or dispose of their equity interest in Moyi, without Moxian Shenzhen’s prior written consent. The equity pledge agreement has not yet been been registered with the relevant office of the Administration for Industry and Commerce in China.

Power of Attorney. Pursuant to the Powers of Attorney dated July 15, 2014, Moyi Shareholders respectively granted irrevocable authority to Moxian Shenzhen, to exercise all their rights as a shareholder of Moyi, including the right to attend and vote at shareholders’ meetings and appoint directors. Moyi Shareholders also authorized Moxian Shenzhen to take necessary actions, on their behalf, to effect the transactions contemplated by the Equity Pledge Agreement and Exclusive Option Agreement. Moyi Shareholders agreed not to grant the same authority under the Powers of Attorney to any other person, without Moxian Shenzhen’s prior written consent.

BUSINESS

Overview

We are in the O2O (“Online-to-Offline”) business. With respect to our business, O2O means providing an online platform for small and medium sized enterprises (“SMEs”) with “brick and mortar” businesses that allows them to conduct business, interact with existing customers and obtain new customers online. We refer to our customers as “Merchant Clients” and we use the term “Users,” to refer to those existing and potential customers of our Merchant Clients who use our mobile application and platform. Through the features, products and services offered on our platform, we seek to create interactions between Users and Merchant Clients, which will allow Merchant Clients to study consumer behavior. Our platform has five main components that allow Merchant Clients to conduct targeted advertising campaigns and promotions, which we believe are effective because they are geared to the customers that a Merchant Client wishes to attract. Our platform is also designed and built to encourage Users to return and refer new Users, each of which is a potential customer for our Merchant Clients.

The current version of our platform is called “Moxian+,” which consists of our user mobile application (the “App” and collectively, the “Apps”) called the Moxian+ User App and a separate App for our Merchant Clients called the Moxian+ Business App. Both versions of the App are currently available in the Google Play Store and the Apple App Store. There is no charge to download either App. We also have a website that can be accessed at www.moxian.com where either App can also be downloaded.

Moxian principally operates in mainland China with its headquarters in Shenzhen, China. We launched Moxian version 1.0 in Malaysia in June 2013 and subsequently in China in July 2014. In 2015, we developed the Apps as part of “Moxian+,” the successor to Moxian version 1.0 which was officially launched in October 2015 in China.

Market Opportunities

China currently has more than 850 million users actively utilizing mobile applications (http://news.xinhuanet.com/english/2015-11/10/c_134802668.htm). In 2014, the China Internet Network Information Center reported that there were approximately 618 million internet users throughout Asian countries, representing a penetration rate of approximately 46 percent. Among these internet users, over 90 percent have a social media account. For comparison, just 67 percent of U.S. internet users engage in social media. However, the opportunity in China extends beyond the ability to reach a large target audience. According to the Data Center of China Internet, 38 percent of users claim they are more likely to buy items recommended by other social media users (Statistical Report on Internet Development in China by China Internet Network Information Center, 2014).

O2O platforms serve to substantially enhance marketing and commerce performance for brands and retailers compared to traditional digital marketing approaches. O2O refers to any and all activities that originate online and eventually result in a shopper going to a physical store. Forrester Research predicts that by 2016, more than half of the $3.5 trillion spent in offline US retail will be influenced by the websites (Forrester’s US Cross-Channel Retail Forecast, 2011 To 2016).

According to official statistics, China’s O2O market reached 98.7 billion yuan (approximately US$9 billion) in 2011. Industry analysts anticipate that the China O2O market will quadruple to 418 billion yuan (approximately US$67 billion) in 2016 (http://www.prnewswire.com/news-releases/chinas-o2o-market-the-path-to-success-is-not-uni-directional-201906281.html). Moxian believes it will be able to capture a share in this market by offering its platform to merchants. Our platform allows users to be aware of their interested merchants’ on-going promotions so as to attract them to make purchases offline.

Products and Services

Subscription Packages for Moxian+ Business App Merchant Clients

The Moxian+ Business App is solely for use by Merchant Clients. Moxian+ Business App allows them to manage their presence within the Moxian+ platform, plan a campaign, offer discounts, manage payments and receive analytics. We offer free and paid subscription packages to use the Moxian+ Business App. We have three subscription levels. Our basic account is free, our gold account is $1,200 per year and our diamond account is offered at $2,000 per year.

With a basic account subscription, Merchant Clients get a “Do It Yourself” webpage and they can use different modules in their account, including the business address, business phone number and list up to 5 products that they can offer for sale through our e-commerce feature. The following benefits are available to Merchant Clients that have a basic account:

When a Merchant Client purchases one of our paid subscription packages, in addition to the features provided in the basic account, Merchant Clients also have access to a more extensive set of tools on our platform, which allows them to

Moxian+ User App for Users

Our Users are referred to as “MO-Pals” within the User App. They can download and use the User App for free. Users provide basic information to sign up for a Moxian+ account and then they can invite friends and family members to join Moxian+, search and join different interest groups, and participate in social media by sharing activities, stories, photos and videos, sending micro-blog messages, playing online games in Moxian+’s game center, and earning MO-Coins, a virtual currency similar to credit card reward points which are explained further below.

The Moxian+ User App has a variety of features to attract and retain Users. The Moxian+ User App also provides access to a social media platform with a package of services to provide interaction with other Users and Merchant Clients.

Services for Merchant Clients

Social Customer Relationship Management (‘SCRM’)

Our SCRM is built to allow Merchant Clients to input their customer details into the system. The SCRM can then follow the customers’ activities and allows Merchant Clients to send promotional messages and advertisements to Users through our platform.

Targeted Marketing

Our Targeted Marketing tool is offered to paid Merchant Clients only. Its feature allows our Merchant Clients to contact their targeted Users directly by sending messages, promotions and vouchers to a specific range of customers, such as customers who have visited their store in the past week or month or customers who have upcoming birthdays. Merchant Clients can send Users discounts or messages and target people by age, gender or other criteria. We also provide targeted marketing to assist Merchant Clients to reach customers more efficiently. For example, we can generate a list of customers who have browsed a Merchant Client’s products over the past two months more than once, but not made a purchase, and a discount can be offered to them for certain products. In addition, Merchants Clients can find Users near their physical shops (within 1,000 meters) and invite them to their stores.

Analytics Reports

Detailed reports are provided to paid Merchant Clients. These reports allow Merchant Clients to see the number of Shares you desirefollowers they have, the number of points redeemed and rewarded, and the number of vouchers purchased or redeemed offline. Merchant Clients with a free account receive only basic analytics, such as how many MO-points have been distributed. However, for paid accounts, Merchant Clients receive more detailed analytics regarding the buying patterns and likes of current and potential customers.

Merchant Clients can provide rewards to customers by including their customer’s mobile number. Customers who have installed the Moxian+ User App can then receive rewards on the platform in the form of MO-Points or discount vouchers. Customers who do not have the Moxian+ User App installed will receive a text message informing them of their rewards and that they can download the Moxian+ User App to redeem them.

Event Hosting

Merchant Clients can host events through the platform and invite Users within a selected range, such as by proximity, common interest, or gender to participate in the event.

Vouchers and Product Listings

Merchant Clients can customize coupons or vouchers on the platform, daily or with whatever frequency they wish, or list available products.

Multiple store features

For those Merchant Clients which have multiple stores in different locations, our platform allows different stores to access to the same account. Moreover, different stores may be differentiated for which information they can access to by entering their location in the app.

Webpage to Create an Online Shop

We provide a Do it Yourself Webpage to create an online shop. The Merchant Client can include its logo, its product/service category, telephone number, and other information that is relevant to the business. The Shop will appear in the Moxian+ User App. A Merchant Client can manage its own shop by adding more information, posting events, offers, and discounts.

Our Platform

There are five components to our Moxian+ platform, which is the backend of our application. The Moxian+ platform includes the social media engine, the e-commerce engine, the rewards engine, the gamification engine, and the analytical engine.

Social Media Engine

Our data use policy governs the use of information that users have chosen to share and present. We also design our products to include robust safety tools. These tools are coupled with partnerships with online safety experts to offer protection for all users, particularly teenagers. We work with law enforcement to help promote the safety of our users as required by law. To the extent permissible, and with prior consent from the Users, we analyze User’s information to understand the Users behavior.

E-Commerce

Utilizing our e-commerce features, Merchant Clients are able to conduct business by posting products, offering coupons and sales as well as creating events and blogs through the Moxian+ Business App. On the other hand, Users can shop at the Merchant Clients’ shops like at any other e-commerce platform by ordering online and receiving the products by express delivery.

Rewards

Users are rewarded with MO-Points and MO-Coins. MO-Points are points granted to Users when they shop at Merchant Clients, play games on our platform or engage in other activities sponsored by the Merchant Clients. MO-Points can be redeemed at the Merchant Clients’ shops as determined by the Merchant Clients, or can be redeemed for MO-Coins which are virtual currency and can be used at any Merchant Client’s stores. MO-Coins are backed by cash paid by Merchant Clients which is held in an escrow account. They can be redeemed for cash, or used to purchase more MO-Points. The ratio of MO-Coins to actual currency is currently set at 1:1. A Merchant Client who pays for MO-Coins can also redeem them for cash.

MO-Points and MO-Coins are traceable and trackable on the Moxian+ platform through designated serial number so that we can see exactly what Users do with them and use that information to assist our Merchant Clients to determine customer behaviors.

From time to time, we may also give away MO-Points or MO-Coins as pera promotion to increase our User base. We also plan to have our own “shopping mall” with merchandise that Users can purchase with MO-Points and MO-Coins in the upcoming year.

Gamification

Together with outside contractors we develop games for Users to earn MO-Points and MO-Coins and other rewards which may be specific to a certain Merchant Client. Users can use MO-Points to play games offered in our game center.

Analytical Engine

Moxian provides analytics to each Merchant Client for the consumer behavior Moxian learns through its platform to assist our Merchant Clients to better design their promotions and reach their target audience. We analyze consumer behavior through ‘likes’ of posts by certain merchants or the places they tend to “check-in” to, to determine their usual hang out.

News Center

On “Hot Topics,” the most popular topics and related blogs, news, and journals being discussed among Users will be displayed, so that Users can stay informed in real time. “Hot Events” provide information about events to be hosted by Merchant Clients, and they are categorized by different interests. In addition, Users will be able to see the list of other nearby Users, with information that a User may be willing to have displayed.

Advertisements

On January 20, 2016, the Company entered into an Exclusive Partnership Agreement with Xinhua New Media Culture Communication Co. Ltd. (“Xinhua New Media”), pursuant to which the Company is engaged as the reseller of the advertisement space for the Xinhua New Media App.

The Company plans to expand its sales force to include an advertisement sales team to promote the Xinhua New Media App advertisement space. In addition to selling the Xinhua Advertisement space, the sales team will also be selling our own advertisement space on Moxian platform.

We believe that we will benefit from the partnership with Xinhua New Media in two ways:

Firstly, Traction and growth of users. Users of the Xinhua New Media App will be rewarded with Mo-Coins and Mo-Points when engaging in interactive activities, such as clicking on any advertisements, within the platform. These Xinhua New Media App users are expected to then log into Moxian Platform to redeem their Mo-Coins and Mo-Points. This will allow us to grow our user base.

Secondly, Cross-Selling. We will bundle our Moxian+ Merchant App with the advertisement space on the Xinhua New Media App and offer a package deal to merchants. The package deals will only be offered to large-scale customers who have chain-shops based in China.

In addition, we are also the exclusive operator and partner for the gaming platform included in the Xinhua New Media App. Moxian charges a fee for operating the gaming platform, which generate revenues from advertisement, sponsorship and profit sharing arrangements with gaming companies.

Transaction Fees

All transactions carried across our platform is done through our virtual currency. We charge a fee for any transaction carried on our platform within a range of 3% to 5% of the transaction price.

White-Label Solution

We offer large scale merchants the option to “white label” our Moxian+ Merchant and User App. We charge a yearly fee to the merchants. White-label merchants sell Moxian+ Merchant and User App in their own names. We also offer customization of Moxian+ Merchant and User App at the request of merchants for an additional fee.

Marketing Strategy

Our success is dependent upon signing up paid Merchant Clients. The Merchant Clients, in turn, build up our base of Users by encouraging their customers to download our User App. Merchant Clients can offer MO-Points and MO-Coins to attract people to download our App. In order to attract more Merchant Clients, we also need to have an established base of Users.

We initially marketed only to merchants in Shenzhen, China where we launched Moxian version 1.0. Although this was a beta test that ran for three months from June 2015 to August 2015, 30,000 merchants subscribed for our Moxian version 1.0 services. We are currently targeting these same merchants for Moxian+ and expanding the User base.

We have a sales force of 20 people based in Shenzhen, China. By the end of 2016, we intend to open an additional sales office in Shanghai and Guangzhou and hire a sales force of 200 sales people in four operating cities.

We are currently scheduling seasonal sales events in Shenzhen to promote our products and services to our initial Merchant Clients and give away MO-Points and MO-Coins.

During 2016, we also plan to utilize third party distributors with an existing base of merchants to market our products.

Competition

Although major global social network platform providers have the advantage of an existing user base, we believe Moxian has a unique social business model and social media features that enable us to stand out among the competition. Other major social networking platforms usually focus on personal photo sharing, video sharing, chat features, group chatting, micro-blogging, following groups’ online activities, rating and commenting on products and services. What we believe makes Moxian stand out is that our Merchant Clients have: (i) their own promotion pages, (ii) local event programs for their customer Users, (iii) location-based promotion information, (iv) mobile chat applications, (v) free prizes for the Users, (vi) advertising on Moxian’s social pages, (vii) a social customer relationship management systems, (viii) a loyalty program using MO-Points and MO-Coins, and (ix) customized online games to promote merchants’ brands and group sales promotions. Therefore, by establishing our Merchant Client base first, we believe that our user acquisition will be easier to build up.

In China, we face stiff competition. Our major competitor in China is Dazong Dianping (“Dianping”). Dianping targets merchant clients as we do. In addition, Dianping also offers merchants a customized page, location based promotion information and a relationship management tool. The other principal competitors are Nuomi, Meituan and WeChat.

However, we believe Moxian+ is superior for SMEs because our SCRM offers Merchant Clients the ability to interact with their customers via instant messenger. In addition, we offer virtual currencies that can entice and encourage repeated visits by the Users.

Our Technology

Technology is the key to our success in achieving efficiency for our business, improving the user experience and enabling innovation. We employ a team of over 80 engineering and data analytics personnel to build our technology platform and develop new online and mobile products. Key components of our technology include:

Data Science

Our data science technology serves various types of data-intensive computational needs, including deep learning, high-volume batch processing and multi-variable and multi-dimensional real-time analytics. Data mining and transaction, payment and behavioral data science capabilities are used extensively in numerous applications such as search and online marketing.

Security

We take various steps to ensure the security of the Moxian+ platform and the personal information of users of the platform, as well as the ecommerce transactions conducted on the platform. We conduct daily testing and have engaged an outside security consultant to conduct further testing and make recommendations as to additional security measures.

Research and Development

There are 60 people in the Research & Development department, which is responsible for developing and improving the mobile application, Moxian platform and customer experience in using our products. During the past two fiscal years, we have spent approximately $1,735,704 in 2014 and $4,355,052 in 2015, respectively on research and development.

Employees

We have a total of 160 employees, of which we have 21 employees in the product team, 60 employees in the research and development team, 26 employees in the sales and marketing department, 17 employees in the customer and technical support team and the remaining in the administrative department. We consider our employee relations to be good, and to date have not experienced a work stoppage due to a labor dispute.

Intellectual Property

Trademarks

We have registered for the following instructions:trademarks:

Freedom Bank	Country of Registration		Application Number		Class/Description		Current Owner		Status
FED ABA# 17 147 6  ACCOUNT #4003134		Hong Kong		302534274		Class 9: Magnetic data carries, recording discs, data processing equipment and computers Class 35: Advertising, business management, business administration Class 38: Telecommunications Class 40: Treatment of materials Class 41: Entertainment Class 42: Design and development of computer hardware and software		Moxian (Hong Kong) Limited		Registered
C/O SECURE NetCheckIn Inc. Escrow		America		85931344		Class 009: Magnetic data carries, recording discs, data processing equipment and computers Class 035: Advertising, business management, business administration Class 038: Telecommunications Class 040: Treatment of materials Class 041: Entertainment Class 042: Design and development of computer hardware and software		Moxian (Hong Kong) Limited		Registered
		China		13460852		Class 9: Magnetic data carries, recording discs, data processing equipment and computers		Moxian Shenzhen Technologies Co Ltd		Registered
魔线		China		13461178		Class 38: Telecommunications		Moxian Shenzhen Technologies Co Ltd		Registered

All wire transfers should be accompanied by a facsimile notification of the wire to the attention of David S. Brown at 800.976.9425.

All funds received in connection with the sale of the Shares shall be held until Closing in escrow by Seck & Associates LLC, as escrow agent for the Company, at Freedom Bank.

Right to Reject Subscriptions

We have applied to register the rightfollowing trademarks:

		China		13460714		Class 42: Design and development of computer hardware and software		Moxian Shenzhen Technologies Co Ltd		Pending
		China		10624504		Class 42: Design and development of computer hardware and software		Moxian Shenzhen Technologies Co Ltd		Pending

Patents

We have submitted the patent applications as follows:

Copyright

We have applied for copyright registration of Moxian’s mascot “Moya” on December 2, 2013. Moya is a mascot representing the Moxian Platform. Below are some pictures of Moya with different expressions:

Executive Office

Our principal executive offices are located at Block A, 9/F, Union Plaza, 5022 Binjiang Avenue, Futian District, Shenzhen City, Guangdong Province, China. Our telephone number is +86 (0)755-66803251. We maintain a website at www.moxian.com. The information contained on our website is not, and should not be interpreted to accept or reject subscriptionsbe, a part of this prospectus.

Property

We do not own any real property. We currently rent office space in whole orShenzhen, PRC. The monthly rent is RMB 200,000 (or approximately $31,237). We also rent an office in partMalaysia. The monthly rent for any reason orthe Malaysia office is RM 20,000 (or approximately $4,727). We also rent an office in Beijing. The monthly rent for no reason.the Beijing office is RMB121,015 (or approximately $19,424). We will return all monies from rejected subscriptions to the subscriber without interest or deduction.believe that our office space is sufficient for our current needs.

Legal Proceedings

There areAs of the date hereof, we know of no material pending nor to our knowledge threatened, legal proceedings against to which we or any of our subsidiaries is a party or of which any of our property is the Company.subject. There are not proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course of business.

20

REGULATIONS

This section sets forth a summary of the significant regulations or requirements that affect our business activities in Mainland China and Hong Kong.

DirectorsPRC Law

Overview

Extensive regulatory schemes governing the operation of business with respect to telecommunications and OfficersInternet information services were published by the Chinese government. Besides the Ministry of Industry and Information Technology and State Administration of Radio, Film and Television, which regulates radio and television stations in China (“SARFT”), the various services of the PRC Internet industry are also regulated by various other governmental authorities, such as the State Council Information Office (“SCIO”), the General Administration for Press and Publication (“GAPP”), and the Ministry of Public Security.

Among all the regulations, the Telecommunications Regulations of the People’s Republic of China, promulgated on September 25, 2000, is the primary governing law. The Telecom Regulations set out the general framework under which domestic Chinese companies such as the Company’s subsidiaries and VIEs may engage in various types of telecommunications services in the PRC. They reiterate the long-standing principle that telecommunications service providers need to obtain operating licenses as a mandatory precondition to begin operation.

The Chinese government restricts foreign investment in Internet-related businesses. Accordingly, we operate our Internet-related businesses in China through Moyi, our VIE operating in Shenzhen, China.

Internet Information Services

The governing law for Internet information service is the Measures for the Administration of Internet Information Services, or the Internet Content Provider (“ICP”) Measures, which went into effect on September 25, 2000. Under the ICP Measures, any entity that provides information to online Internet users must obtain an operating license from Ministry of Industry and Information Technology (“MIIT”) or its local branch at the provincial level in accordance with the Telecom Regulations described above. The ICP Measures further stipulate that entities providing online information services in areas of news, publishing, education, medicine, health, pharmaceuticals and medical equipment must obtain permission from responsible national authorities prior to applying for an operating license from MIIT or its local branch at the provincial or municipal level. Moreover, ICPs must display their operating license numbers in a conspicuous location on their websites. ICPs must police their websites to remove categories of harmful content that are broadly defined.

Currently, Moyi holds an ICP license which was issued on January 22, 2014.

Online Privacy

Chinese law does not prohibit internet service providers from collecting and analyzing personal information from their users if the users agree to do so. The PRC government, however, has the power and authority to order internet service providers to submit personal information of an internet user if such user posts any prohibited content or engages in illegal activities on the internet.

Under the Several Provisions on Regulating the Market Order of Internet Information Services (“Order”) promulgated by the MIIT which became effective on March 15, 2012, internet service providers may not, without a user’s consent, collect the user’ personal information that can be used, alone or in combination with other information, to identify the user, and may not provide any user’s personal information to third parties without the prior consent of the user. Internet service providers may only collect users’ personal information necessary to provide their services and must expressly inform the users of the method, scope and purpose of the collection and processing of such information. They are also required to ensure the proper security of users’ personal information, and take immediate remedial measures if such information is suspected to have been inappropriately disclosed. When a User registers to our application, we require our users to accept a user agreement whereby they agree to provide certain personal information to us. We will take other measures as necessary to comply with these provisions.

ICPs are also required to establish and publish their rules relating to personal information collection or use, keep any collected information strictly confidential, and take technological and other measures to maintain the security of such information. ICP operators are required to cease any collection or use of the user personal information, and de-register the relevant user account, when a given user stops using the relevant Internet service. ICP operators are further prohibited from divulging, distorting or destroying any such personal information, or selling or providing such information unlawfully to other parties. In addition, if an ICP operator appoints an agent to undertake any marketing and technical services that involve the collection or use of personal information, the ICP operator is still required to supervise and manage the protection of the information. As to penalties, in very broad terms, the Order states that violators may face warnings, fines, and disclosure to the public and, in most severe cases, criminal liability.

Currently, the collection of the information from the Users is agreed to by the Users when they sign up. In addition, any data mining or analyzing of the user data is for internal use only. We also take steps to ensure that the data collected is stored securely.

Internet Publishing

On June 27, 2002, SPPA and MIIT jointly released the Provisional Rules for the Administration of Internet Publishing, or the Internet Publishing Rules, which define “Internet publications” as works that are either selected or edited to be published on the Internet or transmitted to end-users through the Internet for the purposes of browsing, reading, using or downloading by the general public. Such works mainly include content or articles formally published by press media such as: (i) books, newspapers, periodicals, audio-visual products and electronic publications; and (ii) literature, art and articles on natural science, social science, engineering and other topics that have been edited.

According to the Internet Publishing Rules, web portals like Moxian are required to apply to and register with GAPP before distributing Internet publications. Therefore, the Company will apply for a license by December 31, 2015 to comply with the Internet Publishing Rules.

Moxian will be applying this license by the end of 2016.

Online Games

On May 10, 2003, the Provisional Regulations for the Administration of Online Culture were issued by the Ministry of Culture (“MCPRC”) and went into effect on July 1, 2003 (these regulations were revised by MCPRC on July 1, 2004). According to these regulations, commercial entities are required to apply to the relevant local branch of MCPRC for an Online Culture Operating Permit to engage in online games services.

On July 27, 2004, GAPP and the State Copyright Bureau jointly promulgated the Notice on Carrying out the Decision from the State Council Regarding the Approval of Electronic and Online Games Publications, or the Games Notice. According to the Games Notice, the Internet Publications Distribution License is required for publishing online games.

Currently, Moxian holds the appropriate license which was issued by the Administration of Online Culture on November 25, 2015.

Encryption Software

On October 7, 1999, the State Encryption Administration Commission published the Regulations for the Administration of Commercial Encryption, followed by the first Notice of the General Office of the State Encryption Administration Commission on November 8, 1999. Both of these regulations address the use of software in China with encryption functions. According to these regulations, purchase of encryption products must be reported. Violation of the encryption regulations may result in a warning, penalty, confiscation of the encryption product, or criminal liabilities.

On March 18, 2000, the Office of the State Commission for the Administration of Cryptography issued a public announcement regarding the implementation of those regulations. The announcement clarifies the encryption regulations as below:

In late 2005, the Administration Bureau of Cryptography further issued a series of regulations to regulate the development, production and sales of commercial encryption products, which all came into effect on January 1, 2006.

We believe that the Company is in proper compliance with these requirements.

Foreign Exchange

Foreign exchange regulation in China is primarily governed by the following regulations: