Table of Contents

As filed with the U.S. Securities and Exchange Commission on September 24, 2021.

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/ A

Amendment No.1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

OCEAN ELECTRIC

UMBRA COMPANIES INC.

(Exact name of registrant as specified in its charter)

112 North Curry Street1999 Ave of the Stars, Suite 1100

CarsonCentury City, Nevada 89703CA 90067

Telephone: (775) 321-8216

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code

William Pitre

Chief Executive Officer

1999 Ave of the Stars, Suite 1100

Century City, CA 90067

(Name, address, including zip code, and telephone number, of principal executive offices)

State Agent and Transfer Syndicate, Inc.
112 North Curry Street
Cason City, Nevada 89703

Telephone: (775) 882-1013
(Name, address and telephone numberincluding area code, of agent for service)

with a copy to:

Chae Law, PLLC

1001 4^th Avenue, Suite 3200

Seattle, Washington 98154

Telephone:  (206) 552-8173  Facsimile:  (888) 930-4776Copies to:

Byron Thomas, Esq.

3275 S. Jones Blvd., Ste 104

Las Vegas Nevada 89146

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  box: x

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large“large accelerated filer,” “accelerated“accelerated filer,” “smaller reporting company,” and “smaller reporting company:“emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):Act.

Large accelerated filer oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       Accelerated filer o     Non-accelerated filer oSmaller reporting companyþ¨

Calculation of Registration Fee

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely forThe registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the purpose of calculating theregistrant shall file a further amendment which specifically states that this registration feestatement shall thereafter become effective in accordance with Rule 457 underSection 8(a) of the Securities Act.  The price per shareAct of 1933 or until the registration statement shall become effective on such date as the Securities and aggregate offering prices for the shares registered hereby are calculated on the basis of $0.30, which is the closing price reported on the OTC Bulletin Board on May 14, 2012.

(2)

Being sold in a Direct Public Offering.Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not solicitingnor does it seek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, Dated June __, 2012

2                 PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION	DATED SEPTEMBER 24, 2021

UMBRA COMPANIES INC.

2,899,434,677 Shares of Common Stock

PROSPECTUS

45,000,000 SHARES

COMMON STOCK

We are offering 45,000,000 shares of common stock on our own account through this prospectusregistering for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares.

Our common stock is presently traded on the Over the Counter Bulletin Board under the trading symbol “OCEL”.

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THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.  See section entitled "Risk Factors" on pages 7 to 8 of this prospectus.

The information in this prospectus is not complete and may be changed.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are offering up to 45,000,000resale 2,899,434,677 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means thatby selling stockholders ( the “Resale Offering”) The selling security holders will offer and sell our officer and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.  This prospectus will permit our officer and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell.  Our officer and directors will sell the shares and intends to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.  The intended methods of communication include, without limitations, telephone and personal contact.  For more information, see the section of this prospectus entitled "Plan of Distribution”.  The shares will be offeredstock at a fixed price until our shares are listed on a national securities exchange, at which point they may be sold at the prevailing market price or in privately negotiated transactions.

As of $0.30 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our boardcommon stock is trading on the OTC Market under the symbol “UCIX”. On September 24, 2021, the closing sale prices of directorsour common stocks was 5.00

Investing in our common stock is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page of this prospectus for an additional 90 days.a discussion of information that should be considered before making a decision to purchase our common stock.

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

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The Datedate of This Prospectus Is: June __, 2012this prospectus is September 24, 2021.

TABLE OF CONTENTS

You should rely only on information contained in this prospectus. We have not, and the selling stockholder have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the selling stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Plan of Operations”, and “Business”. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our securities, see “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision.

Overview

UMBRA COMPANIES (the “Company”) Umbra Companies Inc, formerly Ocean Electric Inc, is a development-stage company. is an Real Estate Development Investment company that deploys capital and resources countrywide. The centered focus is on Building and Acquiring multi-family, homes, condos and townhomes in the effort to end homelessness within the Veteran community. Umbra strategically focus on properties centered around the VA Hospitals within the different communities while working with the Veteran Department of State.

Our Property Development Operations

We have a systematic and standardized process of project development, which we implement through several well-defined phases. One critically significant portion of our process is the land acquisition process, which is segmented into three stages: (i) opportunity identification, (ii) initial planning and budgeting, and (iii) land use rights acquisition. The following diagram sets forth the key stages of our property development process.

Our Projects

Overview

We develop the following three types of real estate projects, which may be developed in one or more phases:

At any one time, our projects (or phases of our projects) are in one of the following three stages:

Our main projects are located in the state of CA currently, but we intend to take our model nationwide.

Our Competitive Strength

We believe the following strengths allow us to compete effectively:

Well Positioned to Capture Opportunities in Government Subsidized Veteran Housing.

The United States government has multiple programs to assist and to provide housing for veterans who have served honorably for the country. These services are managed at both the national and state level. We have strong connections with these organizations and have their blessings to continue to develop these homes for the veterans. Due to this, we are strategically positioned to take all that the states can provide for these service people moving forward.

Standardized and Scalable Business Model.

Our business model focuses on a standardized property development process designed for long term rentals. Because we our renters can get subsidies on their rent, as long as we market and price the rentals within what the veterans can qualify, we will have government subsidies to cover the rents and maintain long term tenancy.

Experienced Management Team Supported by Trained and Motivated Workforce.

Our CEO and founder, Mr. William Pitre has over 20 years of experience in the real estate industry and has gained considerable strategic planning and business management expertise in the past decade. Our management and workforce are well-trained and motivated. Employees receive on-going training in their areas of specialization at our head office in Century City, CA.

Our Strategies

Our goal is to become the leading residential property developer and manager for veteran housing in the United States. by implementing the following strategies:

Continue Expanding in Cities. By first focusing on the location of veterans in need of housing, we can acquire land that will be suitable for their living environments. Our connections with local and state officials will also benefit us on our acquisition of land as we will be able to establish secure and safe neighborhoods within these cities based upon our veteran clientele.

We plan to continue to closely monitor our capital and cash positions and carefully manage our cost for land use rights, construction costs and operating expenses. We believe that we will be able to use our working capital more efficiently by adhering to prudent cost management, which will help to maintain our profit margins. When selecting a property project for development, we will continue to follow our established internal evaluation process, including utilizing the analysis and input of our experienced management team and choosing third-party contractors through a tender process open only to bids which meet our budgeted costs.

Competition

The real estate industry in United States is highly competitive. By focusing on land that will support the neighborhoods that we intend to develop, we can take advantage of and develop strategically across the country.

Nationally, there are numerous national real estate developers that have real estate projects across the United States. There are many housing and land development companies listed on the OTC. However, such companies do not focus on the veteran market as we are doing and their projects are unlikely to compete with the Company for business as the Company targets these buyers exclusively.

The Equity Acquisition Transactions

On March 1, 2021, we completed an equity acquisition transaction (the “Royal Bank Equity Acquisition Transaction”) whereby the Company allotted and issued 107,890,018 shares of common stock to the selling stockholder in exchange to transfer assets to the company.

On September 1, 2021, we completed an equity acquisition transaction (the “Panthera Equity Acquisition Transaction”) whereby the Company allotted and issued 2,791,544,659

After the allotment and issuance of the Company’s common stock for these two asset acquisitions, the Company’s assets show a balance of over $131,000,000.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business.

Corporate Information

Our principal executive offices are located at 1999 Ave. of the Stars Suite 1100 Century City CA, 90067 United States.

SUMMARY OF THE OFFERING

Table of Contents

Summary

Prospective investors are urged to read this prospectus in its entirety.

We are a development stage company.  From inception to March 31, 2012, we have earned limited revenues of $4,000.  We have minimal assets, and have incurred losses since inception.

We intend to build our business through the commercialization of ocean energy extraction technologies.  We design, develop, manufacture, license, and service non-polluting, renewable electric power generating plants using innovative, patent protected wave energy and wind energy extraction technologies.

Global Renewable Energy

World net electricity generation increases by 87 percent from 18.8 trillion KWh in 2007 to 25.0 trillion KWh in 2020 and 35.2 trillion KWh by 2035¹.  Although the recession slowed the rate of growth in electricity demand in 2008 and 2009, growth returns to pre-recession rates by 2015¹.

The rapid increase in world energy prices from 2003 to 2008, combined with concerns about the environmental consequences of greenhouse gas emissions, has led to renewed interest in alternatives to fossil fuels—particularly, nuclear power and renewable resources.  As a result, long-term prospects continue to improve for generation from both nuclear and renewable energy sources—supported by government incentives and by higher fossil fuel prices.  From 2007 to 2035, world renewable energy use for electricity generation grows by an average of 3.0 percent per year and the renewable share of world electricity generation increases from 18 percent in 2007 to 23 percent in 2035¹.  (¹ U.S. Energy Information Administration, International Energy Outlook 2010).

We have minimal revenues, have achieved significant losses since inception, have had only limited operations and have been issued a going concern opinion by our auditors.  To date, we have entered into agreements with the following parties:

As of May 10, 2012, we have total cash on hand of $357,291 in our bank accounts.  We may need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy.  The financing we need may not be available when needed.  Even if financing is available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences or other terms.  Our inability to obtain financing will inhibit to implement our development strategy, which could require us to diminish or suspend our operations and possibly cease our operations.

We were incorporated on January 10, 2006 under the laws of the state of Nevada.  Our principal office is located at 112 North Curry Street, Carson City, Nevada 89703.  Our telephone number is (775) 321-8216.

5

The Offering:  

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

“$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar.

“SEC” means the U.S. Securities and Exchange Commission.

“U.S.” means the United States of America.

“we,” “our,” “us,” “the company” and other similar terms refer to UMBRA COMPANIES Inc. and its consolidated subsidiaries.

The Company’s financial information is presented in U.S. dollars.

Summary Financial Information (unaudited)SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize our historical consolidated financial information summarizesdata. We have derived the more complete historical consolidated statements of operations data for the years ended December 31, 2020 and 2019 from our consolidated financial information at the end ofstatements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year.

RISK FACTORS

Risk Factors

An investment in our common stocksecurities involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  Ifmaking an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of the followingthese risks, occur, our business, operating results and financial condition could be seriously harmed.as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our common stocksecurities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESSRisks Relating to Our Business and Industry

WE ONLY HAVE LIMITED OPERATIONS AND WE HAVE NOT GENERATED SIGNIFICANT REVENUES OR PROFITS TO DATE.  THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES.  IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS

Our business is sensitive to economy and market real estate policies. A downturn in United States economy could materially and adversely affect our revenues and results of operations.

Any slowdown in United States’ economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors. In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of homes, and our homebuyers may also defer, reduce or cancel purchases of our units and our results of operations may be materially and adversely affected.

If we are unable to successfully manage our expansion into other states veteran housing subsidies, we will not be able to execute our business plan.

Historically, our business and operations have been concentrated in Century City and other surrounding counties. If we are unable to successfully develop and sell projects outside Century City, our future growth may be limited and we may not generate adequate returns to cover our investments in these other cities. In addition, as we expand our operations to other cities with higher land prices, our costs may increase, which may lead to a decrease in our profit margin.

We were incorporated on January 10, 2006require substantial capital resources to fund our land use rights acquisition and have only realized minimal revenues.  We only have limited operations uponproperty developments, which an evaluation of our future success or failure canmay not be made.available.

Property development is capital intensive. Our ability to achievesecure sufficient financing for land use rights acquisition and maintain profitabilityproperty development depends on a number of factors that are beyond our control, including market conditions in the capital markets, the United States economy and positivethe United States government regulations that affect the availability and cost of financing for real estate companies.

Our performance and the value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry.

Our economic performance and the value of our real estate assets and, consequently the market value of the Company's securities, are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses or other obligations. A deficiency of this nature would adversely impact our financial condition, results of operations, cash flow is dependent uponflows, the quoted trading price of our securities, and our ability to earn profitsatisfy our debt service obligations.

We may be unable to acquire desired development sites at commercially reasonable costs.

Our revenue depends on the completion and rental of our projects, which in turn depends on our ability to acquire development sites. Our land use rights costs are a major component of our cost of real estate sales and increases in such costs could diminish our gross margin.

Although we believe that these measures are generally targeted at the luxury property market and speculative purchases of land and properties, other measures or restrictions may be introduced in the future that may adversely affect our ability to obtain land for development. Moreover, the supply of potential development sites in any given city will diminish over time and we may find it increasingly difficult to identify and acquire attractive development sites at commercially reasonable costs in the future.

We rely on third-party contractors.

Substantially all of our project construction and related work are outsourced to third-party contractors. We are exposed to risks that the performance of our contractors may not meet our standards or specifications. Negligence or poor work quality by developingany contractors may result in defects in our buildings or residential units, which could in turn cause us to suffer financial losses, harm our reputation or expose us to third-party claims. We work with multiple contractors on different projects and marketing renewable electric power generating plants.  Wewe cannot guarantee that we can effectively monitor their work at all times.

Although our construction and other contracts contain provisions designed to protect us, we may be unable to successfully enforce these rights and, even if we are able to successfully enforce these rights, the third-party contractor may not have sufficient financial resources to compensate us. Moreover, the contractors may undertake projects from other property developers, engage in risky undertakings or encounter financial or other difficulties, such as supply shortages, labor disputes or work accidents, which may cause delays in the completion of our property projects or increases in our costs.

We may be unable to complete our property developments on time or at all. The progress and costs for a development project can be adversely affected by many factors, including, without limitation:

Any construction delays, or failure to complete a project according to our planned specifications or budget, may delay our property sales, which could harm our revenues, cash flows and our reputation.

Changes of laws and regulations with respect to pre-sales may adversely affect our cash flow position and performance.

We depend on cash flows from pre-sale of properties as an important source of funding for our property projects and servicing our indebtedness. Under current United States laws and regulations, property developers must fulfill certain conditions before they can commence pre-sale of the relevant properties and may only use pre-sale proceeds to finance the construction of specific developments.

Our prospective tenants rely heavily on government subsidies a reduction in government expenditures may adversely effect our performance.

Our tenants are expected to be heavily dependent on subsidies provided to them because of their status as veterans. Our business will be successful in generating significant revenues and profit innegatively impacted if the future.  Failure to generate significant revenues and profit will cause us to suspendfederal government cuts or cease operations.reduces expenditures on housing assistance for veterans.

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.

Our auditors have issued a going concern opinion.  This means that there is substantial doubtresults of operations may fluctuate from period to period.

Our results of operations tend to fluctuate from period to period. The number of properties that we can continue as an ongoing business for the next twelve months.  The financial statements do not includedevelop or complete during any adjustments that might result from the uncertainty about our ability to continue in business.  As such we may have to cease operations and you could lose your investment.

THERE IS NO MINIMUM OFFERING AND THEREFORE YOUR INVESTMENT MAY BE USED EVEN THOUGH SUCH INVESTMENT WILL NOT SATISFY OUR CAPITAL REQUIREMENTS TO COMPLETE ANY PROJECT.

Our directors have not specified a minimum offering amount and there in no escrow account in operation.  Because thereparticular period is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives or proceed with our operationslimited due to a lackthe substantial capital required for land acquisition and construction, as well as the lengthy development periods required before positive cash flows may be generated. In addition, several properties that we have developed or that are under development are large scale and are developed in multiple phases over the course of interestone to several years. The selling prices of the residential units in this offering.  If this werelarger scale property developments tend to occur, we might be forced to curtail or abandonchange over time, which may impact our operations with a loss to investors who purchase stock under this Prospectus.sales proceeds and, accordingly, our revenues for any given period.

We rely on our key management members.

IF RICARDO PRATS, OUR SOLE OFFICER, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER.  THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.

We depend on the services ofprovided by key management members. Competition for management talent is intense in the property development sector. In particular, we are highly dependent on Mr. William Pitre, our sole officerfounder, Chairman and director, Ricardo Prats, forChief Executive Officer. We do not maintain key employee insurance. In the future success of our business.  The loss ofevent that we lose the services of Mr. Pratsany key management member, we may be unable to identify and recruit suitable successors in a timely manner or at all, which will adversely affect our business and operations. Moreover, we need to employ and retain more management personnel to support our expansion into other cities and counties. If we cannot attract and retain suitable human resources, especially at the management level, our business and future growth will be adversely affected.

Increases in the price of raw materials may increase our cost of sales and reduce our earnings.

Our third-party contractors are responsible for procuring almost all of the raw materials used in our project developments. Our construction contracts typically provide for fixed or capped payments, but the payments are subject to changes in government-suggested steel prices. The increase in steel prices could result in an increase in our construction cost. In addition, the increases in the price of raw materials, such as cement, concrete blocks and bricks, in the long run could be passed on to us by our contractors, which will increase our construction cost. Any such cost increase could reduce our earnings to the extent we are unable to pass these increased costs to our customers.

Our headquarters and some of our development sites are located in active earthquake zones, and an earthquake or other types of natural disasters affecting us or our suppliers could cause resource shortages and disrupt and harm our results of operations.

We conduct our executive and administrative operations in the Los Angeles Area, which is an active earthquake zone, and it is anticipated that certain projects will operate in the same or similar regions or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain of our suppliers are located, from time to time, have experienced shortages of water, electric power and natural gas. The occurrence of a natural disaster, such as an earthquake, drought, flood or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us or our suppliers, could cause a significant interruption in our business, damage or destroy our facilities or those of our suppliers or the manufacturing equipment or inventory of our suppliers, and cause us to incur significant costs, any of which could harm our business, financial condition and results of operations.

Any unauthorized use of our brand or trademark may adversely affect our business.

We own trademarks for our company logo. We rely on the United States intellectual property and anti-unfair competition laws and contractual restrictions to protect brand name and trademarks. We believe our brand, trademarks and other intellectual property rights are important to our success. Any unauthorized use of our brand, trademarks and other intellectual property rights could harm our competitive advantages and business. Furthermore, the application of laws governing intellectual property rights in United States evolving, and could involve substantial risks to us. If we are unable to adequately protect our brand, trademarks and other intellectual property rights, our reputation may be harmed and our business may be adversely affected.

We may fail to obtain, or may experience material delays in obtaining necessary government approvals for any major property development, which will adversely affect our business.

The real estate industry is strictly regulated by the United States government. Property developers in the United States must abide by various laws and regulations, including implementation rules promulgated by local governments to enforce these laws and regulations. Before commencing, and during the course of, development of a property project, we need to apply for various licenses, permits, certificates and approvals, including land use rights certificates, construction site planning permits, construction work planning permits, construction permits, pre-sale permits and completion acceptance certificates. We need to satisfy various requirements to obtain these certificates and permits. To date, we have not encountered serious delays or difficulties in the process of applying for these certificates and permits, but we cannot guarantee that we will not encounter serious delays or difficulties in the future. In the event that we fail to obtain the necessary governmental approvals for any of our major property projects, or a serious delay occurs in the government’s examination and approval progress, we may not be able to maintain our development schedule and our business and cash flows may be adversely affected.

We may forfeit land to the United States government if we fail to comply with procedural requirements applicable to land grants from the government or the terms of the land use rights grant contracts.

According to the relevant United States regulations, if we fail to develop a property project according to the terms of the land use rights grant contract, including those relating to the payment of land premiums, specified use of the land and the time for commencement and completion of the property development, the United States government may issue a warning, may impose a penalty or may order us to forfeit the land. Specifically, under current United States law, if we fail to commence development within one year after the commencement date stipulated in the land use rights grant contract, the relevant United States land bureau may issue a warning notice to us and impose an idle land fee on the land of up to 20% of the land premium. If we fail to commence development within two years, the land will be subject to forfeiture to the United States government, unless the delay in development is caused by government actions or force majeure. Even if the commencement of the land development is compliant with the land use rights grant contract, if the developed GFA on the land is less than one-third of the total GFA of the project or the total capital invested is less than one-fourth of the total investment of the project and the suspension of the development of the land continues for more than one year without government approval, the land will also be treated as idle land and be subject to penalty or forfeiture. We cannot assure you that circumstances leading to significant delays in our development schedule or forfeiture of land will not arise in the future. If we forfeit land, we will not only lose the opportunity to develop the property projects on such land, but may also lose all past investments in such land, including land premiums paid and development costs incurred.

Any non-compliant GFA of our uncompleted and future property developments will be subject to governmental approval and additional payments.

The local government authorities inspect property developments after their completion and issue the completion acceptance certificates if the developments are in compliance with the relevant laws and regulations. If the total constructed GFA of a property development exceeds the GFA originally authorized in the relevant land grant contracts or construction permit, or if the completed property contains built-up areas that do not conform with the plan authorized by the construction permit, the property developer may be required to pay additional amounts or take corrective actions with respect to such non-compliant GFA before a completion acceptance certificate can be issued to the property development.

Our failure to assist our customers in applying for property rental or ownership grants in a timely manner may lead to compensatory liabilities to our customers.

We are required to meet various requirements within 90 days after delivery of property, or such other period contracted with our customers, in order for our customers to apply for their property ownership certificates, including passing various governmental clearances, formalities and procedures. Under our sales contract, we are liable for any delay in the submission of the required documents as a result of our failure to meet such requirements, and are required to compensate our customers for delays. In the case of serious delays on one or more property projects, we may be required to pay significant compensation to our customers and our reputation may be adversely affected.

We are subject to potential environmental liability.

We are subject to a variety of laws and regulations concerning the protection of health and the environment. The particular environmental laws and regulations that apply to any given development site vary significantly according to the site’s location and environmental condition, the present and former uses of the site and the nature of the adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs and can prohibit or severely restrict project development activity in environmentally-sensitive regions or areas. Although the environmental investigations conducted by local environmental authorities have not revealed any environmental liability that we believe would have a material adverse effect on our business, financial condition andor results of operations.operations to date, it is possible that these investigations did not reveal all environmental liabilities and that there are material environmental liabilities of which we are unaware. We cannot assure you that future environmental investigations will not reveal material environmental liability. Also, we cannot assure you that the United States government will not change the existing laws and regulations or impose additional or stricter laws or regulations, the compliance with which may cause us to incur significant capital expenditure.

We need to improve our internal financial reporting controls. If he should resignwe are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or dieunder the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

We cannot assure you that we will not, have a chief executive officer.  Ifin the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that should occur, untilthe measures we find another personwill take to act as our chief executive officer, our operations couldremediate any areas in need of improvement will be suspended.  In that event it is possible you could lose your entire investment.  We do not carry any key personnel life insurance policies on Mr. Prats and we do not have a contract for his services.  

WE MAY HAVE DIFFICULTY ATTRACTING AND RETAINING SKILLED PERSONNEL.  OUR FAILURE TO DO SO COULD CAUSE US TO GO OUT OF BUSINESS.

Our future success will depend in large part on our ability to attract and retain highly skilled management, sales, marketing, and finance and product development personnel.  Competition for such personnel is intense, and there can be no assurancesuccessful or that we will be successfulimplement and maintain adequate controls over our financial processes and reporting in attractingthe future as we continue our growth.

As a public company, we are required to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act of 2013. If we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act or retaining such personnel.  Failureif we fail to attract and retain such personnel could have a material adverse effect onmaintain adequate internal controls over financial reporting, our business, results of operations and financial condition or causecould be materially adversely affected.

As a public company, we are required to comply with the periodic reporting obligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including preparing annual reports and quarterly reports. Our failure to prepare and disclose this information in a timely manner could subject us to go outpenalties under U.S. federal securities laws, expose us to lawsuits and restrict our ability to access financing. In addition, we are required under applicable law and regulations to design and implement internal controls over financial reporting, and evaluate our existing internal controls with respect to the standards adopted by the U.S. Public Company Accounting Oversight Board.

The Company assessed its internal control over financial reporting and still has significant and material deficiencies as of business.December 31, 2020 The Company’s remediation plan is listed in Item 9A. However, we cannot assure you that our current remediation plan can resolve all the significant deficiencies and material weaknesses in the internal control over financial reporting. As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address issues identified through future reviews. This could result in significant delays and costs to us and require us to divert substantial resources, including management time, from other activities.

WE WILL NEED SIGNIFICANT CAPITAL REQUIREMENTS TO CARRY OUT OUR BUSINESS PLAN, AND WE WILL NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED, WHICH COULD CAUSE US TO DISCONTINUE OUR OPERATIONS.

We will require significant expendituresIf we do not fully remediate the material weaknesses identified by management or fail to maintain the adequacy of capitalour internal controls in order to acquire and develop our planned operations.  We plan to obtain the necessary funds through private equity offerings.  Wefuture, we may not be able to raise sufficient amounts fromensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, any failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our planned sources.  In addition, if we drastically underestimate the total amount needed to fully implementfinancial statements, which in turn could harm our business plan,and negatively impact the trading price of our abilitycommon stock.

Risk Relating to continuethe Residential Property Industry in United States

The United States government may adopt further restrictive measures to slow the increase in prices of real property and real property development.

Along with the economic growth in United States, investments in the property sectors have increased significantly in the past few years. In response to concerns over the scale of the increase in property investments, the United States government has introduced policies to curtail property development. We believe those regulations, among others, significantly affect the property industry in United States.

These restrictive regulations and measures could increase our operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our business operations. We cannot be certain that the United States government will not issue additional and more stringent regulations or measures, which could further slowdown property development in United States and adversely affect our business and prospects.

We are heavily dependent on the performance of the residential property market in United States.

The residential property industry in the United States is still riding many factors in the recent years due to the recent and ongoing pandemic. Although demand for residential property in the United States has been growing rapidly in recent years, such growth is often coupled with volatility in market conditions and fluctuation in property prices. It is extremely difficult to predict how much and when demand will develop, as many social, political, economic, legal and other factors, most of which are beyond our control, may affect the development of the market.

We face intense competition from other real estate developers.

Competition among property developers may result in increased costs for the acquisition of land for development, increased costs for raw materials, shortages of skilled contractors, oversupply of properties, decrease in property prices in certain parts of the United States, a slowdown in the rate at which new property developments will be approved and/or reviewed by the relevant government authorities and an increase in administrative costs for hiring or retaining qualified personnel, any of which may adversely affect our business and financial condition. Furthermore, property developers that are better capitalized than we are may be more competitive in acquiring land through the auction process. If we cannot respond to changes in market conditions as promptly and effectively as our competitors, or effectively compete for land acquisition through the auction systems and acquire other factors of production, our business and financial condition will be adversely affected.

Our abilityIn addition, risk of property over-supply is increasing in parts of United States, where property investment, trading and speculation have become overly active. We are exposed to obtain additional financing is subject to a number of factors, including market conditions, investor acceptance of our business plan, and investor sentiment.  These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us.  If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure.  In such an event, we intend to implement expense reduction plans in a timely manner.  However, these actions would have material adverse effects on our business, revenues, operating results and prospects, resulting in a possible failure of our business.

WE MAY BE SUSCEPTIBLE TO AN ADVERSE EFFECT ON OUR BUSINESS DUE TO THE CURRENT WORLDWIDE ECONOMIC CRISIS

Our market and sales results could be greatly impacted by the current worldwide economic crisis, making it difficult to reach sales goals and thus generate significant revenue.

7

WE ONLY HAVE ONE OFFICER WHO IS ALSO OUR ONLY DIRECTOR WHICH MAY LEAD TO FAULTY CORPORATE GOVERNANCE.

We only have one executive officer who is also our sole director and he makes all of the decisions regarding corporate governance.  This includes his (executive) compensation, accounting overview, related party transactions and so on.  He will also have full control over mattersrisk that require Board of Directors approval.  This may introduce conflicts of interest and prevent the segregation of executive duties from those that require Board of Directors’ approval.  This may lead to ineffective disclosure and accounting controls.  Non-compliance with laws and regulations may result in fines and penalties.  Mr. Prats would have the ability to take any action as he himself reviews them and approves them.  We have not implemented various corporate governance measures nor have we adopted any independent committees as we presently do not have any independent directors.

RISKS RELATED TO OUR INDUSTRY

CURRENCY EXCHANGE RATE FLUCTUATIONS MAY INCREASE OUR COSTS.

The exchange rates between the U.S. dollar and non-U.S. currencies in which we conduct our business have and will likely fluctuate in the future.  Any appreciation in the valueevent of these non-U.S. currencies would result in higher expenses foractual or perceived over-supply, property prices may fall drastically, and our company.  We do not have any hedging arrangements to protect against such exchange rate exposures.

IMPORT/EXPORT REGULATIONS AND TARIFFS MAY CHANGE AND INCREASE OUR COSTS.

We are subject to risks associated with the regulations relating to the import/export of products.  We cannot predict whether the import/export of our productsrevenue and profitability will be adversely affected by changes in, or enactmentaffected.

Future inflation may inhibit our activity to conduct business.

In recent years, the US economy has experienced periods of new quotas, duties, taxes ordownturn due to the pandemic and other charges or restrictions imposed by countriesinternational crisis. The government has responded with measures that might introduce inflationary periods in the future.  Anycoming years that may make costs of these factors could have aour raw materials to build difficult to maintain. We cannot assure you that we will be able to enforce any of our material adverse effect onagreements or to finish projects completely if we are hit with exorbitant price increases during construction.

Risks Related to our operating costs.Securities and this Offering

ELECTRICAL REGULATIONS AND TARIFFS MAY CHANGE AND INCREASE OUR COSTS.

We aremay be subject to risks associated with the regulations relatingpenny stock rules which will make the shares of our common stock more difficult to our electrical products.  sell.

We cannot predict whether electrical regulationsmay be subject now and tariffs will be adversely affected by changes in, or enactment of new quotas, duties, taxes or other charges or restrictions imposed by governments in the future.  Anyfuture to the SEC’s “penny stock” rules if our shares of these factors could have a material adverse effect on our operating costs.

OBTAINING PERMISSION FOR SEA INSTALLATIONS MAY CHANGE AND INCREASE OUR COSTS.

We are subject to risks associated with obtaining governmental approvals for our wave technologies.  We cannot predict whether approvals required for such sea installations will be adversely affected by changes in, or enactment of new quotas, duties, taxes or other charges or restrictions imposed by governments in the future.  Any of these factors could have a material adverse effect on our operating costs.

RISKS RELATED TO OUR OFFERING

OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE “PENNY STOCK’ RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks.”common stock sell below $1.00 per share. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).  Penny$1.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules,broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which specifiesprovides information about penny stocks and the nature and significancelevel of risks ofin the penny stock market. AThe broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and sales person in the transaction,its salesperson, and monthly account statements indicatingshowing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

In addition, the penny stock rules require that prior to a transaction, in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirementsThe penny stock rules are burdensome and may have the effectreduce purchases of reducingany offerings and reduce the trading activity in the secondary market for stock that becomes subject to those penny stock rules.  If a trading market forshares of our common stock develops,stock. As long as our shares of common stock will probably becomeare subject to the penny stock rules, and shareholdersthe holders of such shares of common stock may have difficulty in sellingfind it more difficult to sell their shares.securities.

THE PRICE AND TRADING VOLUME OF OUR COMMON STOCK WILL BE HIGHLY VOLATILE AND COULD ADVERSELY AFFECT YOUR ABILITY TO SELL YOUR SHARES AND THE AVAILABLE PRICE FOR THE SHARES WHEN SOLD.

Our shares of common stock trades sporadically onare very thinly traded, and the Over the Counter Bulletin Board.  We expect that the market forprice if traded may not reflect our stock willvalue. There can be highly volatile.  We cannot assure youno assurance that there will be aan active market for our shares of common stock either now or in the futurefuture.

Our shares of common stock are very thinly traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock.  Trading of securitiesstock either now or in the future. The market liquidity will be dependent on the OTC Bulletin Board is often sporadicperception of our operating business and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect onany steps that our management might take to bring us to the market price for our common stock.  Youawareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to sell your sharesliquidate their investment or liquidate it at your purchasea price or at any price at all.  

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed.  Our most likely source of additional capital will be through the sale of additional shares of common stock.  Such stock issuances will cause stockholders' interests in our company to be diluted.  Such dilution will negatively affectthat reflects the value of investors’ shares.

YOUR PERCENTAGE OWNERSHIP MAY BE DILUTED BY FUTURE ISSUANCES OF CAPITAL STOCK, WHICH COULD REDUCE YOUR INFLUENCE OVER MATTERS ON WHICH STOCKHOLDERS VOTE.

Our Board of Directors has the authority, without action or vote ofbusiness. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our stockholders, to issue all or any part of our authorized but unissued shares of common stock, includingmany brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares issuable upon the exercise of options or shares that may be issued to satisfy our payment obligations.  Issuances of additional common stock, would reduce your influence over matters on which our stockholders vote.the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO EARN A RETURN ON YOUR INVESTMENT WITH US.

We have never paid any dividends on our common stock.  We do not expect to pay cash dividends on our common stock at any timeand are not likely to do so in the foreseeable future.  The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.  Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.  Therefore, you may have difficulty earning a return on your investment with us.

THERE IS NO MINIMUM OFFERING AMOUNT AND THEREFORE YOUR INVESTMENT MAY BE USED EVEN THOUGH SUCH INVESTMENT WILL NOT SATISFY OUR CAPITAL REQUIREMENTS TO COMPLETE ANY PROJECT.

Our director has not specified a minimum offering amount and there in no escrow account in operation.  Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives or proceed with our operations due to a lack of interest in this offering.  If this were to occur, we might be forced to curtail or abandon our operations with a loss to investors who purchase stock under this Prospectus.