The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.Selling Shareholders.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share of common equity immediately after completion of this offering. Net tangible book value is the amount that results from subtracting our total liabilities and intangible assets from our total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares of Common Stock being offered. Dilution of the value of the shares of Common Stock you purchase is also a result of the lower net tangible book value of the shares held by our existing shareholders.

As of December 31, 2021, the net tangible book value of our shares of common equity was approximately $19,751 based upon 10,481,347 shares of Common Stock outstanding, or approximately $0.0019 per share. The following table provides information regarding:

This dilution scenario below is presented for illustrativeprincipal purposes only and the actual amount of dilution to purchasers in this offering may differ based upon the number of Units sold in this offering.

The following table sets forth on a pro forma basis, at December 31, 2021, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of common stock and by the new investors, before deducting estimated offering expenses payable by us.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2021:

The pro forma information below is illustrative only and our capitalization following the completion of this offering is subjectare to adjustment based on thecreate a public offering price of the shares of common stock and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Statements and Results of Operations”.

Offering (3,333,333 Units)

Each $1.00 increase (decrease) in the assumed offering price per Unit of $4.63, assuming no change in the number of Units of 3,333,333 to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of total stockholders’ equity and total capitalization by approximately $3,066,667, after deducting (i) estimated underwriting discounts and commissions and (ii) offering expenses, in each case, payable by us. Similarly, an increase (decrease) of 1,000,000 Units offered by us in this offering of 3,333,333, assuming no change in the offering price, would increase (decrease) the net proceeds that we receive in this offering and each of total stockholders’ equity and total capitalization by approximately $4,259,600 after deducting (i) estimated underwriting discounts and commissions and (ii) offering expenses, in each case, payable by us.

The table above excludes up to 3,333,333 shares of Common Stock issuable upon the exercise of the warrants issued as part of the Units in connection with this offering and 166,667 shares of Common Stock issuable upon the exercise of the representative’s warrants issued in connection with this offering.

UNDERWRITING

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as representative of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of Units set forth opposite its name below.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the Units sold under the underwriting agreement if any of these Units are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased, or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against specified liabilities, including some liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the Units, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares and warrants, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that they propose initially to offer the Units to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $[ ] per Unit. After the initial public offering, the public offering price, concession and discount may be changed.

The following table shows the per Unit and total underwriting discounts and commissions to be paid to the underwriters. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares and/or warrants.

The total expenses of the offering, not including the underwriting discount, commissions and the nonaccountable expense, are estimated at approximately $   million and are payable by us. We have also agreed to pay all of the expenses relating to the offering, including, but not limited to, all filing fees and communication expenses relating to the registration of the common stock and the warrants to be sold in this offering (including the over-allotment); all fees and expenses relating to the listing of the common stock and warrants on the Exchange; if the offering requires “blue sky” registration, fees of legal counsel performing such work; the costs of all mailing and printing of the underwriting documents, registration statements and prospectuses; the costs of preparing, printing and delivering certificates representing the common stock and warrants issued in this offering; fees and expenses of the transfer agentmarket for our common stock and warrants; stock transfer taxes, if any;facilitate our future access to the fees and expensescapital markets.

ORGANIZATIONAL STRUCTURE

Novusterra Inc. was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31.

DIVIDEND POLICY

We have never paid cash dividends on our Common Stock. Payment of dividends will be within the sole discretion of our accountantsboard of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. In addition, under Florida law, we may declare and pay dividends on our Common Stock either out of our legal counsel and other agents and representatives; and travel expenses relating tosurplus, as defined in the “road show” marketing trips. We will reimburse the underwriters up to $150,000 for its actual out-of-pocket expenses incurred for this offering (including but not limited to fees and expenses of underwriter counsel, all reasonable fees, expenses and disbursements relating to background checksrelevant Florida statutes, or if there is no such surplus, out of our officers and directors, and expensesnet profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of internet roadshow software systems) less any advances provided for such expenses (which shall be returned to us toour company, computed in accordance with the extent not offsetrelevant Florida statutes, has been diminished by actual expenses)depreciation in the eventvalue of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the closingcapital represented by the issued and outstanding stock of this offeringall classes having a preference upon the distribution of assets, we are prohibited from declaring and up to $50,000paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the event that there is notamount of capital represented by the issued and outstanding stock of all classes having a closingpreference upon the distribution of this offering.assets shall have been repaired.  

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Underwriters’ Warrants

We have agreed to issue to EF Hutton common share purchase warrants (the “Underwriters’ Warrants”) covering a number of shares of common stock equal up to 166,667 shares of our common stock (5% of the total number of Units being sold in this offering, excluding the overallotment). The Underwriters’ Warrants may not be exercised for six months after the effective date of the registration statement and will expire five years after such effective date. The Underwriters’ Warrants will be exercisable at a price equal to $4.63 per share (100% of the IPO per Unit price, (based on the sale of 3,333,333 shares of our common stock and assuming an IPO per Unit price of $4.63). The Underwriters’ Warrants shall not be redeemable. The warrants and the shares  of  common stock  underlying  the warrants  have  been  deemed  compensation by  FINRA  and are therefore subject  to a 180-day  lock-up pursuant  to Rule 5110(e)(1) of FINRA. The Underwriters’ Warrants may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days following the effective date of the registration for this offering, except that they may be assigned, in whole or in part, to any officer or partner of the Underwriter, and to members of the underwriting syndicate or selling group (or to officers or partners thereof), or as otherwise permitted, in compliance with FINRA Rule 5110(e)(2). The Underwriters’ Warrants will contain provisions for one demand registration of the sale of the underlying shares of common stock at our expense (in the event that our registration statement covering the Underwriters’ Warrants and the underlying common stock is no longer effective), and unlimited “piggyback” registration rights for a period of five (5) years after the effective date of the registration statement for this offering at our expense. The demand registration right provided will not be greater than five years from the effective date of the registration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(C). The book runners will split the Underwriters’ Warrants on the same pro rata percentage of the amount of the offering each book runner underwrites. The exercise price and number of shares issuable upon exercise of the Underwriters’ Warrants may be adjusted in certain circumstances including in the event of a stock split or other corporate events and as otherwise permitted under Rule 5110(f)(2)(G) of FINRA.

Over-Allotment Option

We have granted an option to the underwriters to purchase up to 500,000 additional shares of common stock and/or warrants at the public offering price less the underwriting discount. The underwriters may exercise this option for 45 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase the number of additional shares and/or warrants proportionate to that underwriter’s allotment reflected in the above table.

No Sales of Similar Securities

Our founders, executive officers and directors, and certain existing stockholders have agreed, subject to limited exceptions, not to sell or transfer any common stock for one hundred eighty days after the date of this prospectus without first obtaining the written consent of EF Hutton. Specifically, we and these other persons have agreed, subject to certain limitations, not to directly or indirectly:

This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

The Underwriting Agreement provides that for a period of three hundred sixty days from the effective date of the Underwriting Agreement, the Company may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock. This prohibition does not apply to (i) equity grants to employees, officers or directors under an equity incentive plan established by the Company, (ii) the issuance of securities upon the exercise or exchange of or conversion of any securities issued under the Underwriting Agreement and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of the Underwriting Agreement, (iii) shares of common stock issued as part of the purchase price in connection with the acquisitions or strategic transactions, provided certain conditions are met, or (iv) the issuance of shares of our common stock upon conversion or exercise of outstanding convertible debt, options and warrants.

Listing on the Exchange

We have applied to list our common stock and warrants on the Exchange under the symbol “NOVS” and “NOVSW,” respectively.

Before this offering, there has been no public market for our common stock or warrants. The public offering price was determined through negotiations among us and the representatives. In addition to prevailing market conditions, the factors considered in determining the public offering price are:

An active trading market for the shares may not develop. It is also possible that after this offering the shares will not trade in the public market at or above the public offering price. The underwriters do not expect to confirm sales of the securities offered hereby to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

The underwriters may purchase and sell the common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the issuer in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of common shares made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the representatives make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with DBG, for which they received or will receive customary fees and expenses.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Canada

No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or on the merits of the securities and any representation to the contrary is an offence. The offering is being made by a non-Canadian issuer using disclosure documents prepared in accordance with non-Canadian securities laws. Canadian purchasers should be aware that these requirements may differ significantly from those of requirements under applicable Canadian securities laws. In addition, prospective purchasers resident in a province or territory of Canada should be aware that the financial statements and other financial information contained and incorporated by reference herein have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and (where audited) have been subjected to U.S. auditing and U.S. auditor independence standards. U.S. GAAP and U.S. auditing standards differ in certain respects from Canadian generally accepted accounting principles, International Financial Reporting Standards (“IFRS”) and Canadian auditing standards, and thus the consolidated financial statements and other financial information contained or incorporated by reference herein may not be comparable to financial statements and financial information of Canadian companies.

Some or all of the directors and officers of the Company, and certain experts named herein, may be located outside of Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or those persons. All or a substantial portion of the assets of the Company and those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Company or those persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or those persons outside of Canada.

Nova Scotia Purchasers

Under Nova Scotia securities legislation, certain purchasers who purchase shares of common stock offered by this prospectus during the period of distribution will have a statutory right of action for damages against the Company and the directors of the Company as of the date of this prospectus, or while still the owner of the shares of common stock, for rescission against the Company if this prospectus, or a document incorporated by reference in or deemed incorporated into this prospectus, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for rescission or damages is exercisable not later than 120 days from the date on which payment is made for the shares of common stock or after the date on which the initial payment for the shares of common stock was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company or the directors of the Company. In no case will the amount recoverable in any action exceed the price at which the shares of common stock were offered to the purchaser and if the purchaser is shown to have purchased the shares of common stock with knowledge of the misrepresentation, the Company and the directors of the Company will have no liability. In the case of an action for damages, the Company and the directors of the Company will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares of common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Nova Scotia purchaser. The foregoing is a summary of the rights available to a Nova Scotia purchaser. Not all defenses upon which the Company or others may rely are described herein. Nova Scotia purchasers should refer to the complete text of the relevant statutory provisions.

Saskatchewan Purchasers

Under Saskatchewan securities legislation, certain purchasers who purchase shares of common stock offered by this prospectus during the period of distribution will have a statutory right of action for damages against the Company and every director of the Company as of the date of this prospectus, and every person or company who sells the shares of common stock on behalf of the Company under this prospectus, or while still the owner of the shares of common stock, for rescission against the Company if this prospectus contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the shares of common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the shares of common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company or the others listed above. In no case will the amount recoverable in any action exceed the price at which the shares of common stock were offered to the purchaser and if the purchaser is shown to have purchased the shares of common stock with knowledge of the misrepresentation, the Company and the others listed above will have no liability. In the case of an action for damages, the Company and the others listed above will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares of common stock as a result of the misrepresentation relied upon. A purchaser who receives an amended prospectus has the right to withdraw from the agreement to purchase the shares of common stock by delivering a notice to the Company within two business days of receiving the amended prospectus. These rights are in addition to, and without derogation from any other rights or remedies available at law to a Saskatchewan purchaser. The foregoing is a summary of the rights available to a Saskatchewan purchaser. Not all defenses upon which the Company or others may rely are described herein. Saskatchewan purchasers should refer to the complete text of the relevant statutory provisions.

Resale Restrictions

The offer and sale of the securities in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of securities acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the securities outside of Canada. By purchasing shares of common stock under the offering and accepting delivery of a purchase confirmation, each Canadian purchaser is deemed to acknowledge that pursuant that it is receiving notice that, unless permitted under applicable Canadian securities laws, the holder of the securities offered herein must not trade any of the securities to a resident of Canada before the date that is four months and a day after the distribution date (expected to be on or about [ ], 2021).

Taxation and Eligibility for Investment

Any discussion of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by such investor under relevant Canadian federal and provincial legislation and regulations.

Language of Documents

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

DESCRIPTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF SECURITIES TO BE REGISTEREDFINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

We are authorized to issue an aggregate number of 3,000,000,000 shares of capital stock, of which (i) 2,600,000,000 shares are Common Stock, at no par value per share; and (ii) 400,000,000 shares of preferred stock, at no par value per share.

Common Stock

We are authorized to issue 2,600,000,000 shares of Common Stock. As of March 11, 2022, 10,482,424 shares of the Common Stock are issued and outstanding.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our common stock does not provide a preemptive or conversion right and there are no redemption or sinking fund provisions or rights. Holders of our Common Stock are not entitled to cumulative voting for election of the Company’s board of directors.

The holders of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a cash dividend and does not anticipate declaring a dividend in the foreseeable future.

Preferred Stock

We are authorized to issue up to 400,000,000 shares of preferred stock, at no par value per share, in one or more classes or series within a class as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications, limitations or restrictions thereof. Any preferred stock so issued by the board of directors may rank senior to other existing classes of capital stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control. Currently, no shares of our preferred stock have been designated any rights and we have no shares of preferred stock issued and outstanding.

Warrants

General. There are presently no outstanding warrants to purchase our securities. However, we are offering up to a total of 3,333,333 warrants for the purchase of our Common Stock.

Exercisability. The warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own more than 4.99% of the outstanding Common Stock after exercise, as such percentage ownership is determined in accordance with the terms of the warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

Exercise Price. The exercise price per whole share of Common Stock purchasable upon exercise of the warrants is $5.7875 per share or 125% of the public offering price per Unit. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Transferability. Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. We have applied for the listing of the warrants offered in this offering on the Exchange under the symbol “NOVS”. No assurance can be given that such listing will be approved or that a trading market will develop.

Warrant Agent. The warrants will be issued in registered form under a warrant agency agreement between VStock Transfer, LLC, as warrant agent, and us. The warrants shall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Fundamental Transactions. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of a warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the warrant.

Governing Law. The warrants and the warrant agency agreement are governed by New York law.

Options

At a board of directors (the “Board”) meeting held on June 12, 2021, the Board approved the following stock options to the officers and directors of the Company: (i) options for three directors to purchase 25,000 shares of common stock each at a strike price of $5.00 per share within five years from June 12, 2021, (ii) options for the Chief Executive Officer to buy 25,000 shares of common stock at a strike price of $5.00 per share within five years from June 12, 2021 and (iii) options for the Chairman of the Board to purchase 50,000 shares of common stock at a strike price of $5.00 per share within five years from June 12, 2021.

There are no other outstanding options to purchase our securities.

Transfer Agent and Registrar

Our Transfer Agent and Registrar is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. Phone: (212) 828-8436.

INFORMATIONTHE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH RESPECTTHE FINANCIAL STATEMENTS AND RELATED NOTES TO THE REGISTRANTFINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

DESCRIPTION OF BUSINESSBusiness

Company Overview

The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our address is 561 NE 79th Street,12115 Visionary Way, Suite 325, Miami, FL 33138,174, Fishers, IN 46038, our telephone number to 786-473-6233(317) 537-0270 and our website is www.novusterrainc.com.However,www.novusterrainc.com. However, you should not consider any information on, or that can be accessed through our website a part of this Registration Statement.

Novusterra Inc. will specialize in the development and production of carbon nanostructures, carbon nanotubes and graphene (collectively defined herein as “Graphene”). In addition, Novusterra Inc. will license our acquired patented technology and production techniques to other companies in order to produce Graphene.  Currently, the Company is developing application specific graphene products from carbon-based waste streams. Our patented technologies were designed to make use of an abundant and low-cost feedstock of carbon-based waste in an environmentally friendly process. We began with the objective to build a Rare Earth Elements (“REE”) Processing Facility to process REE for commercial use. However,are targeting developing graphene products that will be used in water filtration, electronic devices, energy storage, agriculture fertilizer recycling and sustainable infrastructure such as approved by a Board of Directors meeting held on March 19, 2021, we changed our objective to developing Graphene since we discovered research illustrating that Graphene, similar to an REE, is a versatile commodity that could be helpful in solving major global problems with the potential for attractive earnings.concrete and asphalt.

Our decisionThe Company began researching the ability to begin the process of producingproduce Graphene was made easier due to the relationship the Company’s management team hashad with ARCAmerican Resources Corporation (NASDAQ: AREC) (“ARC”) as a result of prior business activities. ARC through its wholly-ownedwholly owned subsidiary, ACM,Advanced Carbon Material LLC (“ACM”), signed the License Agreementan exclusive license agreement with Ohio University (the “License Agreement”) to manufacture Graphene using carbon and carbon byproducts as a raw material using the patented technology owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University and an independent board member of ARC and Chief Technical Officer of ACM. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

The underlying License Agreement between Ohio University and ACM was effective on February 10, 2021. The term of the License Agreement runs from February 10, 2021, until such time as the last of the Patent Rights as identified in the License Agreement expires pursuant to federal patent law. The License Agreement allows ACM to utilize the patent rights and/or technology rights identified therein to facilitate the extraction, refinement and processing of Critical Elements, Rare Earth Elements and Graphene, as such terms are defined in the License Agreement. A copy of the License Agreement is included as an exhibit to this prospectus and each prospective investor is encouraged to thoroughly review the License Agreement.

The License Agreement requires, among other things, that ACM maintain a bona fide, funded, ongoing and active research, development, manufacturing, marketing and sales program to diligently make, offer for sale and sell Licensed Products so that Licensed Products are currently available to the public as soon as commercially practicable; and, fulfill various Diligence Milestone events identified in the License Agreement. The Diligence Milestones include developing a final design for a pilot facility to exploit the Licensed Product; completion of construction of the pilot facility; developing a final design for a commercial facility to exploit the Licensed Product; identifying feedstock material sources for the Licensed Product; completing construction of the commercial facility; obtaining the first commercial sale of product exploiting the Licensed Product; and obtaining net sales of a minimum of $1,000,000.00. The deadlines for these various Diligence Milestones run from January 1, 2022, through January 1, 2026.

Consideration for granting of the License Agreement consisted of a nonrefundable payment of $99,773. Additionally, the License Agreement provides for the payment of royalties in amounts ranging from 1.5% to 2% of Net Sales of the Licensed Products. The License Agreement also provides for payment of minimum royalties by ACM in amounts ranging from $7,500 beginning in calendar year 2025 up to $125,000 beginning in calendar year 2027 and predicated upon the three Fields of Use involving Critical Elements, Rare Earth Elements and Graphene.

The License Agreement also provides that ACM shall pay all costs and expenses associated with the Patent Rights within 30 days after receipt of each invoice by ACM. The licensor may also require ACM to prepay costs and expenses predicated for certain Patent Rights upon written request by the licensor. The failure of ACM to make any required payment shall be considered a payment default under the terms of the License Agreement.

On March 31, 2021, we signed the Sublicenseentered into a Graphene Development Agreement with ARC that providesprovided us with a nonexclusive sublicense from ARC of(the “Sublicense”).  The nonexclusive sublicense is for certain patents ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using coal byproducts.carbon and carbon byproducts as a raw material. Pursuant to such agreement, we agreed to raise funds via an initial public offering in order to develop and build a manufacturing facility to produce and market Graphene commercially. The agreement with ARC providesalso provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business. This profit-sharing arrangement is limited to only the operating profits from the Graphene factory using the rights provided by the Sublicense and will not apply to any other activities in which the Company may engage in the future, including the production of Graphene using any other technology. Hence the Company has been researching alternative methods to produce Graphene. The Company also plans to look into acquiring companies that use or can use Graphene as raw material for other applications.business activity. As part of the above two agreements, Andrew Weeraratne was replaced by Mark Jensen, the Chief Executive Officer (CEO) and the Chairman of the Board of ARC, as the Chairman of the Company’s Board of Directors.

As approved at a special shareholders meeting attended by major shareholders onOn March 19, 2021, we24, 2022, ARC signed an exclusive sublicense with Kenai Defense Company, LLC (“Kenai”) for the defense and space industries within the United States (“DOD”) and within any respective defense and space industries of any allied country to the United States. As consideration for the sublicense with Kenai, ARC or its assignees will receive a two percent (2%) royalty on all sales of licensed products by Kenai, or any affiliate or licensee of Kenai. In addition, Kenai shall pay ARC or its assignees an annual payment equal to twenty percent (20%) of the profits of licensed products by Kenai, or any affiliate or licensee of Kenai, for the preceding fiscal year.

On August 30, 2022, we entered into a purchase agreement withfor the exclusive rights of the patents which ARC on March 31, 2021,currently has licensed from Ohio University pursuant to issuethe License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts other than the license to Kenai Defense Company, LLC (referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC 10,000,0004,000,000 common shares of Class B common stock (with 10 votes each) plus 5,700,000 shares of Class A common stock (with one vote each) of the Company comprising 51.14%with an estimated valuation of total shares giving 87.57%$1,784,000 in stock of voting powerNovusterra Inc., or a value of $.446 per share.  The valuation of the stock is based on a 409a valuation completed by an independent third party, Doty Scott Enterprises, Inc. As part of the acquisition of the Exclusive Rights to ARC, who plans to distribute such shares to ARC’s shareholdersthe patents, Andrew Weeraratne resigned as stock dividends after the completiondirector and CEO of this offering. At a special shareholders meeting held on April 4, 2021, attended by majority of shareholders, including ARC, the Company voted to eliminateand Gregory Jensen joined the Class B sharescompany as CEO and increase the Class A shares by the number of Class B shares then outstanding, and designate the Class A sharesDirector.  Mark Jensen resigned as “Common Shares.”. Further, at a special stockholders meeting held on April 16, 2021 attended by a majority of shareholders, the Company voted to effectuate a one-for-three (1:3) reverse stock split, which became effective as of April 16, 2021. As a consequence of eliminating the Class B shares on April 4, 2021, as of March 11, 2022 ARC holds 5,233,333 Class A common shares, or 49.92%Chairman of the Company’s voting stock,Board of Directors and Andrew Weeraratne holds 4,173,150 common shares, or 39.81%Mark LaVerghetta joined the company as Chairman of the Company’s voting stock, based on 10,482,424 common shares outstanding.Board of Directors.  Pursuant to the acquisition, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC.  In addition, ARC has assigned the exclusive sublicense agreement rights for the defense and space industries with Kenai to Novusterra.

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Business Opportunity

According to Nanografi Nanotechnology AS (“Nanografi”), a producer and supplier of nano and micro particles such as Graphene, Fullerene, Carbon Nanotubes as well as 3D printer materials, discussed herein are additional potential applications of Graphene (Please note Nanografi claims these are only for information purposes, and not to be used as medical or technical advice).²

Graphene in Solar Cells

The idea of developing lighter, flexible and transparent solar cells has been around for a while but finding a material which has all the necessary properties and is able to carry the current posed an issue. Indium Tin Oxide (“ITO”) has been used because it is transparent, however it is not flexible, meaning the cell had to remain stiff.

According to Nanografi, in 2017, researchers from MIT managed to apply Graphene successfully on a solar cell. When they compared the Graphene solar cell with others made of Aluminum and ITO, they saw that it was as good as the ITO cell, but a little worse than Aluminum cell in terms of current densities and power conversion efficiencies. However, it is expected for a transparent cell to perform lower than Aluminum-based cells, which are nontransparent. Although electrical properties were not a breakthrough, a solar cell that can be installed on any kind of surface (cars, clothes, paper, cell phones, etc.) which is flexible and transparent was developed. Moreover, other scientists are trying to determine if Graphene solar cells can generate energy from raindrops, which theoretically appears as if it may be possible.

Graphene in Thermoelectric

The Seebeck effect is defined as the thermoelectric effect occurring when heat is applied to one of the two dissimilar electric conductors (or semiconductors) to move the electrons from the hot part to the cooler part of an electric conductor and produce electricity. However, the energy generated by this method is very small, usually quantified by microvolts. Still, it is believed that it can be used to benefit from the heat generated by the engines, which is practically wasted. Graphene can be used to increase the Seebeck effect created by Strontium Titanate, almost up to 5 times.

Graphene in Fuel Cells

Even hydrogen atoms, known as the smallest atom, cannot pass through Graphene. In other research, Sir Andre Geim and his team have tested whether or not protons would be blocked by Graphene. Surprisingly, it has been shown that protons can pass through Graphene. This property would improve fuel cell performance by lowering the fuel crossover, which is a major problem with fuel cells that decreases durability and efficiency.

Graphene in Drug Delivery

In cancer patients, functionalized Graphene can be used to carry chemotherapy drugs to tumors. Graphene based carriers targeted cancer cells better and reduced and decreased toxicity of the effected healthy cells. However, drug delivery is not limited to cancer treatment. Anti-inflammatory drugs have also been carried by Graphene & chitosan combinations and yielded promising results.

Graphene in Diabetes Monitoring

Scientists from the University of Bath have developed a blood glucose monitoring test which does not pierce the skin, unlike currently finger prick tests. This patch, including a Graphene sensor, is able to work on a small area containing at least one hair follicle. It detects the glucose by pulling it from the fluid present between the cells. This does not only end the painful methods of blood sugar monitoring, but is also expected to increase the accuracy of results.

Graphene in Dialysis

Graphene membranes are not only useful for the energy, nuclear and food industries. A group of researchers from MIT showed that Graphene can be used to filter blood from various types of waste, drugs and chemicals. Graphene’s superiority in this function lies in the fact that it is 20 times thinner than traditional membranes, which leads to significant decrease in the time spent in the dialysis for the patients.

Graphene in Bone and Teeth Implantation

Hydroxyapatite, a form of calcium apatite, is a material used as a synthetic bone substitute for regenerated bone and dental tissues. Graphene, when combined with Hydroxyapatite and Chitosan, has shown increases in the strength, corrosion resistance, flexibility and mechanical & osteogenic properties of synthetic bone substitutes.

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²  See 60 Uses of Graphene—The Ultimate Guide to Graphene (Potential) Applications 2019 (https://nanografi.com/blog/60-uses-of-Graphene/).

Graphene in Body Scans

Unlike X-rays, T-waves can be used for body scanning and are harmless to the human body. However, T-waves, or THZ radiation, are hard to both detect and to generate.³ However, with the help of certain modifications and other materials, CVD Graphene can detect THZ radiation successfully. This has the potential to lead to safer body scans in the future.

Graphene in Waterproof Electronics

One of the main problems with electronic devices is people’s fear of dropping them in water and damaging the device. Instead of covering the device with tight-fitted screws, Graphene presents a solution to this problem. Engineers from Iowa State University have printed circuits for electronic devices with Graphene flakes because Graphene is transparent, strong and conducts electricity. The Graphene flakes are arranged in a specific order and non-conductive binders are used to combine them, which improves their conductivity.

Graphene in Elastic Robots

A team of researchers has developed a gel that is sensitive to near infrared light so that it can be used in numerous applications when creating flexible or elastic robotic parts. The snake-like robots created using this method are able to change form without any external forces. Future applications for such robots can vary from search-and-rescue to medical operations.

Graphene in Food Packaging

Graphene can also be used as a coating material because it prevents the transfer of water and oxygen. Graphene membranes can be used in food and pharmaceutical packaging to keep food and medicines fresh for longer periods of time. This has the potential to dramatically reduce the amount of food waste created each day.

Graphene in Water Purification

Normally, water purification is not a simple process and its feasibility depends on how heavily the water is contaminated. An Australian scientist has found a low-cost technique to purify water in one step. Soybean-based Graphene, which is also called ‘GrapHair’, is used as a filter. This filter can make the dirtiest water drinkable and it is more efficient, cheaper and environmentally friendly as compared to other methods.

Graphene in Desalination

Approximately 97.5% of the total water present on the planet is salinized. Regardless of how many wells are excavated, only 2.5% of the planet’s total water is fresh water. Mesh-based water filters using Graphene have yielded amazing results. The University of Manchester employed Graphene to make a higher density filtering sieve that permits water particles, but not salt, to pass through.

Graphene in Shoes

It is claimed that a sole made of pure Graphene can last hundreds of years. The University of Manchester and sports brand Inov-8 developed a shoe using Graphene which increases the outsoles’ strength and flexibility properties by 50%. These shoes are more durable and absorbs the impacts which could damage the bones and joints.

Graphene in Speakers and Headphones

A speaker converts electricity into sound by vibrating a membrane in the air. Graphene is used to make lightweight and great rigidity membranes. Moreover, headphones use a small diaphragm reinforced with Graphene. GrapheneQ, a headphone developed by the company ORA Sound, is lighter and smaller, and at the same time, can produce louder and higher quality sounds with less energy.

Graphene in Airplanes

Scientists from the United Kingdom have designed an airplane that includes Graphene in the carbon-fiber coating of the aircraft’s wings. The model plane, Prospero, is lighter since it was sufficient to cover the wings with only one layer of the improved composite. Prospero consumes less fuel, resists impact better, and has lower environmental costs as well.

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³  See   https://www.cancertherapyadvisor.com/.

Graphene in Radiation Shielding

Scientists have been attempting to minimize radiation since its danger to human health was uncovered. A variety of materials have been used as a shield from radiation, but there are many parameters that impact the efficiency of shielding. Graphene is known as a weak radiation absorber, but scientists have found that it can be a great shielding material when it is used in multi-layered Graphene slab form. Graphene is a promising material for this purpose thanks to its low manufacturing cost, light weight and high efficiency compared to other shielding materials.

Sources of Revenue

We anticipate our source of revenue to be derived from the manufacturing and sale of Graphene.

Capital Requirements

We plan to use part of the proceeds from this offering to pay for the expenses of building a manufacturing plant to make Graphene from coal byproducts, for which we have sublicensed patented technology from ARC. In order to manufacture and market Graphene using thefurther develop our sublicensed graphene technology, we have sublicensed from ARC, we have signed a lease agreement with ARC to lease land and a building structures that ARC owns in KentuckyKentucky.  The lease is intended to be used to develop, test and build oura Graphene manufacturing factory,facility, with such lease payments to be paid afteraccrued until we have received the proceeds from this offering. We estimate that we will require approximately $4,000,000 of capital to build a manufacturing plant to make Graphene, which we anticipate will take 12 months to build.outside funding mechanisms. Once we have received theadditional proceeds, from this offering, we plan to hire experts in the Graphene industryexpand our team to help us select, buydesign, purchase and install the necessary equipment needed to begin the process of manufacturing Graphene from carbon and carbon byproducts.

Graphene has been unknowingly produced in small quantities for centuries, through the use of pencils and other similar applications of graphite. However, only in recent years have the valuable qualities of Graphene been discovered. In 1947, Canadian physicist Philip Wallace wrote a pioneering paper about the electronic behavior of graphite that sparked considerable interest in the field. Further, in 1960, Nobel Prize winning chemist Linus Pauling speculated about how flat, single layers of Carbon atoms would behave. In 1962, such materials were named "Graphene" by German chemist Hanns-Peter Boehm, who had spotted them under his electron microscope the year before.

We have listed detailed uses of Graphene along with our marketing and commercialization strategy elsewhere in this registration statement.  However, to briefly outline, Graphene can be used for a wide variety of applications such as water filtration, electronic devices, energy storage, agriculture fertilizer recycling and sustainable infrastructure such as concrete and asphalt. 

Plan of Operation

We are leasing for $5,151 per month land and the right to use various buildings in proximity to carbon feedstock. We plan to accrue the rental expenses to be paid only after we receive the proceeds from this offering.

Based on our plans and analysis it will take 12 months for us to design and commence construction on a facility to manufacture Graphene for commercial use and to begin producing Graphene from Carbon.Carbon using the patented technology that we sublicense from ARC. We estimate that it will take an additional 12 months to sell Graphene commercially or license our advanced patented technology.

Graphene Production ProcessLiquidity and Capital Resources

“Hindawi,”Since what we currently have is an online research portal, explainsExclusive Rights to make Graphene using carbon and carbon byproducts, using patented technology licensed by ARC, it is difficult to accurately estimate the two primarycost to build the Graphene production methods offactory, since that will require us to hire industry engineers who will assist us in building the Graphene as follows.⁴factory and locating and installing the necessary equipment. Once we have received additional funds from additional debt financing, we will use the proceeds to hire such experts.

Top-Down Production ProcessAfter we have the proceeds from the additional debt financing, we estimate our administration fee to be approximately $50,000 per month.

Top-down approaches commence with an existing formAs of September 30, 2023, we have $39,210 in cash and cash equivalents. We are currently in the bulk material and process itof obtaining additional debt financing of $500,000 to create$5,000,000 from outside private equity partners which we expect will be sufficient to carry on our operations of designing our technology for commercial production. We do not anticipate receiving any revenue from Graphene production sales for at least 24 months but do anticipate receiving consulting or licensing revenues. For consulting, currently we are the final product. This approach may be cost efficient, dependingsubcontractor on one DOD contract, in which Kenai is the main contractor on the material used. In general, it is limited toDOD contract. This contract spans over a lab scale and has limited quality control. In this approach, Graphene or altered Graphene sheets are produced by either separation, peeling, cleaving, or exfoliation of graphite or its derivatives (graphite oxide (“GO”) and graphite fluoride (“GF”)). Researchers have been successful in fabricating a few layers of free-standing Graphene sheets on both micro- and nanoscales. However, since this approach involves great investment and produces relatively low yields, the need remains for mass scaled-up processes to address the needs of industries economically. Various mechanical processes have been involved in producing high-quality, defect-free Graphene: mechanical exfoliation of graphite, sonication, functionalization, electrochemical exfoliation, super acid dissolution of graphite, alkylation of Graphene derivatives, chemical reduction of aqueous/organically treated GO, thermal exfoliation, and chemical reduction of GO. A detailed account of synthesis of Graphene by the exfoliation method, functionalization, and reduction along with its utilization in the fabrication of nanocomposites has been extensively reviewed by Potts et al. (2011)⁵, providing thorough insight into the procedures followed by various authors. Similarly, Daniel et al. (2012)⁶ reviewed and extensively outlined the synthesis of Graphene from various sources using several similar approaches.

The Bottom-up Production Processtwo-year period.

The bottom-up approach consistsDOD contract was signed August 23, 2022, and involves working with the United States (US) Air Force to further develop and commercialize one of standard techniques such as epitaxial growth using metallic substratesour patented technologies to produce Graphene products to reinforce concrete and asphalt in US Government air strips.  This contract will generate minimal consulting revenue of $27,000 to the Company but will provide approximately $6.5 million of DOD funds to help further develop our patented technology. This contract was initially signed by meansAmerican Resources Corporation prior to the Company acquiring the Exclusive Rights to the patented technology obtained on August 30, 2022. As part of CVD (defined below) or organic synthesis, which dependthe patented technology purchase on August 30, 2022, there was an Amendment to the choiceoriginal purchase agreement to clarify the Air Force contract. The amendment clarified that the Air Force contract was transferred from American Resources Corporation to the Company. Per the amendment, American Resources Corporation will receive 10% of precursor chemicalsall revenue from this contract and thermal degradation and decomposition. Several other processes, such as arc discharge, chemical conversion (“CO”) reduction, Carbon nanotubes (“CNT”) unzipping and self-organizationthe Company will receive 90% of surfactants have also been tried for synthesis of Graphene and its derivatives. Of all these processes, CVD and epitaxial growth, which produce bantam quantities of flawless Graphene sheets with larger size, may inrevenue.  See the future be attractive for mass-scale Graphene production, in contrast to mechanical cleaving. Using CVD and epitaxial methods, Graphene sheets find their way into fundamental research with a multitude of applications, ranging from electronics to polymeric nanocomposites. Also, production of large quantities of Graphene sheets is dependent on the chemical precursors used during synthesis. In particular, GO, chemically reduced graphite (“CRG”), and thermally reduced graphite (“TRG”) are ideal candidates for polymer nanocomposite applications. In the bottom-up approach, as discussed earlier, the small molecule chemicals and catalysts are determining factorsexhibits for the specific control of morphology, crystallinity, and structure of Graphene. There are several accounts of using hydrocarbons as the source of Graphene production and using metal catalysts through the CVD process. Currently, a Nickel surface is considered the best template for deposition of Graphene dueFirst Amendment to the small variance in its lattice heterogeneity. The controlAgreement dated August 30^th, 2022, between Novusterra Inc. and stability in the Graphene scale are potentially high, which makes CVD the most appealing method for device assembly and fabrication. Nevertheless, this method faces a major challenge in the control of edge structure and topology. Epitaxial growth of Graphene on a substrate is another common technique, in which decomposition results in the formation of Graphene layers. The silicon is desorbed off the surface leaving highly pure defect-free Graphene sheets. This process has several advantages, including (i) there is no transition or transportation of the resulting material from the metal substrate to the dielectric-type substrate; (ii) the resultant Graphene film is free from impurities; and (iii) controlled initiation and growth of the product can be tailored through the correct choice of substrate. Recently, self-assembly processes, such as layer-by-layer assembly (LLB), have been extensively employed to fabricate nanocomposite thin films using Graphene. The resulting composite structure is expected to have well-aligned components. Though the bottom-up approach to Graphene synthesis presents less defects compared to the top-down approach, the operation and procedures are much more difficult and expensive, making it challenging to realize mass production for practical applications. Still, the most commonly chosen route of Graphene synthesis is a bottom-up strategy because it offers incredible possibilities to tailor the atomic size, composition, shape, stability, and edge structure in Graphene. Researchers around the globe are making strong efforts to develop a reliable strategy to produce defect-free, high functional quality and large quantity Graphene using synthetic and processing protocols compatible with standard fabrication procedures at low cost.

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⁴ See A Comprehensive Review of Graphene Nanocomposites: Research Status and Trends, Vivek Dhand, Kyong Yop Rhee, Hyun Ju Kim, and Dong Ho Jung (December 2013). 

⁵ See Graphene-based Polymer Nanocomposites, J. R. Potts, D. R. Dreyer, C. W. Bielawski, and R. S. Ruoff, Polymer, vol. 52, no. 1, pp. 5–25, 2011.

⁶ See Experimental Review of Graphene, R. C. Daniel, D. A. Benjamin, G. Nageswara et al., ISRN Condensed Matter Physics, vol. 2012, Article ID 501686, 2012.American Resources Corporation. 

Currently, we have no written or oral communication from stockholders, directors or any officers to provide us any forms of cash advances, loans or sources of liquidity to meet our working capital needs or long-term or short-term financial needs. 

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Research on Production Methods

According to an article entitled “Mass-Producing Graphene” by Les Johnson and Joseph E. Means published in American Scientist, a bimonthly publication about science, engineering, and technology, it may be easy to isolate little flakes of this one-atom-thick carbon material (Graphene) but it is surprisingly difficult to produce large sheets for commercial use.⁷

The article further states that Graphene is elegant. It is created from a single element, carbon, formed by just one type of bond. Despite Graphene’s apparent simplicity, isolating the material was elusive for chemists and physicists alike. Graphene excels at hiding in plain sight, and the techniques and instrumentation perfected in the last two decades have played a pivotal role in its discovery. The sole constituent of Graphene is Carbon, which is the fourth most common element in the universe. All materials are made of atoms and molecules, but with Graphene, counting carbon atoms is immaterial since what matters is the way in which constituent carbons are bound to one another. It is with this feature that Graphene is separated from other wholly carbon materials such as diamonds and graphite.

Early methods of manufacturing have been too simplistic and time consuming, making them only good for lab results. One technology being studied is Additive Manufacturing (“AM”), more commonly known as 3D printing. Many early generation AM devices used only plastic to make interesting 3D renditions of various objects, but the technology has grown significantly more capable.

The article notes that researchers at Rutgers University are making sheets of Graphene out of ordinary graphite flakes and some sulfuric or nitric acid. The addition of the acid oxidizes the Graphene sheets that make up the graphite and forcing oxygen atoms between the sheets of Graphene causes them to split apart, forming Graphene oxide sheets suspended in acid and water. Next, the liquid is filtered out, leaving flakes of Graphene oxide to clog up the filter. The sum of all the clogs across the filter eventually makes up a paper-like sheet of Graphene oxide. This paper-like sheet can then be removed from the filter by dissolving the filter away using a solvent that does not react with Graphene oxide. The last step is to remove the oxygen, which is done using hydrazine, leaving only a pure Graphene coating. The resulting material is called reduced Graphene oxide (“RGO”). In this instance, “reduced” refers to a chemical use of the word, where the oxidation state of each Graphene carbon has been decreased through the removal of the oxygen by hydrazine. Hydrazine is a reducing agent, which is oxidized by its reaction with the Graphene oxide.

Methane, a carbon-rich gaseous compound, can be reacted with copper at high temperatures to produce Graphene. Simply heating the copper to about 1,000 degrees Celsius and exposing it to the methane gas results in the formation of layers of Graphene on the copper’s surface from the plentiful carbon atoms in the methane gas, a process called chemical vapor deposition (“CVD”). There are two primary problems with this method: (i) it takes a long time to produce even a small amount of Graphene and (ii) the resulting Graphene is of low quality.

For an alternative production method, Jonathan Coleman of Trinity College, Dublin, and his team put graphite in a blender and added an over-the-counter dishwashing liquid. With only a little more processing required to separate the newly formed Graphene sheets, Coleman and his colleagues found that they could produce several hundred grams per hour using a fairly modest set of mixing equipment in a 10,000-liter vat. However, the article states that it remains unclear whether this method can provide high-quality Graphene.

At the moment, NASA is researching ways to process waste carbon dioxide from astronauts’ breath on the International Space Station into Graphene. This improvement to the life-support system would have a twofold bonus. A waste material such as carbon dioxide otherwise requires sequestration with special chemicals that need to be shipped up with special deliveries from Earth. Accordingly, processing carbon dioxide into Graphene would mean that fewer resupply missions would be necessary.

Proposed Initial Graphene Processing FacilityOff Balance Sheet Arrangements

We plando not have any off-balance sheet arrangements that we are required to lease for $5,000 per month land and a building with approximately 40,000 square feet located at 1845 KY-15, Hazard, KY 41701, owned by Perry County Resources which is an affiliated company of ARC. Following are the features of the location:

With existing processing and coal fine separation facilities, along with consistent feedstock, this Graphene production facility has all the components required for testing and producing commercial-grade Graphene and REE / critical element concentrate, including (i) an underground mine providing consistent production and feedstock to Graphene production and (ii) a coal preparation plant with fine coal production and a segregated Graphene processing facility. We have entered into an agreement with ARCdisclose pursuant to which ARC has agreed to sell us carbon at a 5% discount tothese regulations. In the market price.ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

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7  See     https://www.americanscientist.org/article/mass-producing-Graphene.

Critical Accounting Policies

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this prospectus.

Recent Accounting Pronouncements

We have determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.

Intellectual Property

We believe that our intellectual property, consisting primarily of patents and proprietary know-how, for which we have been given a non-exclusive Sublicense,acquired the Exclusive Rights, provides us with competitive advantages and is important to our growth opportunities. We have obtainedacquired this SublicenseExclusive Rights to manufacture Graphene using carbon as raw material from ARC, which holds the License Agreement to such technology through one of its wholly owned subsidiaries, ACM. The patented technology is owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, an independent board member of American Resources Corporation and Chief Technical Officer of Advanced Carbon Materials, a subsidiary of American Resources Corporation.Novusterra Inc. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

Pursuant to ARC’s License Agreement with Ohio University, ARC has the exclusive domestic rights, and the exclusive option on international rights, for the following patents:

	●	Coal Electrolysis: Hydrogen, Liquid Fuels, and Carbon Nanotubes Production;
	●	Simultaneous Removal of Ammonia, Urea, and Metals from Water;
	●·	Methods for the Synthesis of Graphene from Coal, Carbon Chars, and Carbon Solid Sources;Sources; and
	●·	Roll-to-Roll Transfer of Graphene and Substrate Recovery.

The acquired Sublicense gives us non-exclusive rightsthe Exclusive Rights to commercially produce Graphene using Carbon and coal byproducts using this patented technology. This patent is to produce Graphene from the byproducts formed during electrolysis of coal. These byproducts may be electrolyzed coal particles, gelatinous film formed on the electrolyzed coal particles, or the electrolyzed coal particles together with the gelatinous film. The electrolyzed coal byproduct is deposited as a thin layer onto a surface, or carrier substrate, which is heated to a temperature effective to form graphite while a reductant gas, such as hydrogen, flows over the heated coal product. The reductant gas flow carries the carbon particles and deposits them onto a surface, forming a layer of Graphene thereon. The premise of this invention is that Graphene can be made inexpensively using coal byproduct. More particularly that char, which is the byproduct of electrolysis of an aqueous coal slurry, can be used to form Graphene.

We rely on patent, trademark, copyright and trade secret laws, as well as appropriate agreements to protect our intellectual property. Among other things, we seek to protect our proprietary know-how and information, by requiring employees, consultants, strategic partners and others who have access to such proprietary information and know-how to enter into confidentiality or restricted use agreements.

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Regulatory Matters

Environmental

Our facilities and operations may be subject to a wide variety of federal, state, local and foreign environmental laws and regulations. These laws and regulations relate to air emissions, water discharges and solid and hazardous waste generation, treatment, storage, handling, transportation and disposal;disposal; the presence of wastes and other substances;substances; the reporting of, responses to and liability for, releases of hazardous substances into the environment;environment; and the import, production, packaging, labeling and transportation of products that are defined as hazardous or toxic or otherwise believed to have potential to harm the environment or human health. These laws and regulations (and the enforcement thereof) are periodically updated and are becoming increasingly stringent. Our joint venture partner,Lessor, ARC, has incurred substantial costs in the past and will continue to incur additional costs in the future, to comply with these legal requirements. To our knowledge, ARC is in compliance with all federal and state statutes and regulations at the site that has been leased to us to build our Graphene manufacturing factory.factory and further our patented technology acquired.

We believe that we are able to comply in all material respects with the federal, state, local and foreign environmental laws and regulations to which we are subject. Our joint venture partner,Lessor, ARC, has experienced some level of regulatory scrutiny and, in some cases, has been required to take or are continuing to take corrective or remedial actions and incur related costs, and may experience further regulatory scrutiny, and may be required to take further corrective or remedial actions and incur additional costs, in the future. Although it has not been the case in the past, these costs could have a material adverse effect on us in the future.

International accords, foreign laws and regulations, and U.S. federal, state and local laws and regulations have been enacted to address concerns about the effects that CO2 emissions and other identified Green House Gases ("GHGs") may have on the environment and climate worldwide. These effects are widely referred to as climate change. The international community has taken actions to address climate change issues on a global basis. In particular, in December 2015, the 21st Conference of Parties for the UNFCC concluded with more than 190 countries adopting the Paris Agreement, which then came into force and was legally binding on the parties in November 2016. The Paris Agreement sets a goal of limiting the increase in global average temperature and consists of two elements: a legally binding commitment by each participating country to set an emissions reduction target, referred to as “nationally determined contributions” (“NDCs”), with a review of the NDCs that could lead to updates and enhancements every five years beginning in 2023, and a transparency commitment requiring participating countries to disclose in full their progress.

In the EU, the ETS, which was initially enacted under the provisions of the 1997 Kyoto Protocol, requires certain listed energy-intensive industries to participate in an international “cap and trade” system of GHG emission allowances. A third phase of the EU ETS under Directive 2009/29/EC, covers the period from 2013 to 2020 and instituted a number of program changes. EU Member States brought into force the necessary laws, regulations and administrative provisions to comply with this EU Directive. Carbon and graphite manufacturing is still not a covered industry sector in the revised Annex 1 of directive 2009/29/EC. On November 9, 2017, to implement the EU’s NDC under the Paris Agreement and other GHG commitments, the European Parliament and Council announced a provisional agreement to revise and make more stringent the ETS during the Phase 4 period of 2021 to 2030. Among other changes, the Phase 4 provisions would further accelerate reduction in the current oversupply of allowances in the ETS market and establish further protections against the risks of carbon leakage. After extensive negotiations, the European Parliament and the Council formally supported the revision in February 2018. The revised EU ETS Directive (Directive (EU) 2018/410) entered into force on April 8, 2018. The EU’s current target for 2030 is to achieve a GHG reduction of at least 40% compared to 1990 levels. In addition, in December 2019, the European Commission presented the Communication on The European Green Deal announcing several upcoming legislative proposals for the EU 2050 climate neutrality objective and for increasing the EU 2030 GHG emissions reduction target to at least 50% and towards 55% compared to 1990 levels.

Future Trends

Mazdak Taghioskoui, a member of the Department of Electrical and Computer Engineering at George Washington University, writes that the limits of silicon’s capabilities are being reached. Coincidently, the discovery of Graphene with its unique nano-scale properties is paving the way for possible substitutes to be used in the next generation of faster and smaller electronics in 21st Century.⁸ As a result of the promising properties of Graphene, research in the field is attracting large grants and sponsors, with an incremental rise in the number of academic papers. Taghioskoui writes that in 2004, the feasibility of isolating a single layer of graphite with a thickness of one-atom, so-called Graphene, was experimentally demonstrated by mechanical exfoliation of graphite, which is considered a breakthrough in the nanotechnology era, bringing the concept of single atomic components closer to reality.

The article notes that Carbon is the sixth element of the periodic table and the first element of the Group 14. Diamond and Graphite are the most famous allotropes of Carbon, which have long histories of many applications due to their hardness and softness, respectively. Carbon can also generate long chains, so-called catenation, resulting in the formation of diverse organic compounds, including biomolecules. The next congener to Carbon in Group 14 is silicon, with the same valance band electronic structure. In contrast to Carbon, silicon does not catenate as readily.

The small size of Carbon and its electronic structure make Carbon an exceptional element capable of producing versatile structures with appealing properties. Having the title of the strongest material ever measured, Graphene is a two-dimensional (one-atom-thick) allotrope of carbon with a planar honeycomb lattice. It is regarded as the basic building-block of carbon nanotubes and large fullerenes. The properties of carbon nanotubes originate from Graphene sheets. Despite the fact that Graphene was discovered somewhat recently, its potential exploitation can be foreseen in many fields, ranging from hydrogen storage devices to batteries. A revolutionary application of Graphene might also be in electronics. Graphene has the potential to enable faster and smaller transistors consuming less energy and dissipating heat faster than comparable silicon-based devices.

Other applications of Graphene, according to Taghioskoui, include fabrication of chemical sensors and transparent conducting films for solar cells and liquid crystal devices. Graphene-based chemical sensors have been applied to detect gaseous molecules, such as nitrogen dioxide and ammonia. They have shown superior sensitivities capable of detecting single molecules. Chemically modified Graphene sheets have been used to fabricate single bacterium biodevices and label-free DNA sensors. The high surface-to-mass ratio of Graphene makes it suitable for ultracapacitors and batteries. Composite materials requiring high strength can be made from Graphene. Graphene also shows great promise in handling terahertz frequency signals. It might be a possible material for filling the “terahertz gap.” This provides a bridge for moving from where silicon is currently at gigahertz to higher frequencies required in photonics.

The article did however cite certain challenges related to the production and commercialization of Graphene as well.

For one, how long will it take to see the first generation of Graphene-based electronics in the market? That is the most fundamental question, which one may ask after learning the promising properties that Graphene offers. Despite the fact that scientific results show superb advantages of Graphene for faster electronics, the technology is still immature. Only preliminary steps have been taken, and there is still a long way to go for possible exploitation of Graphene-based commercial products.

The most essential technological challenge that Graphene faces is the hurdle of controlled production of large sheets. Solving the dilemma of mass-producing high quality Graphene sheets is the main focus in the field. This would be the first step towards commercially available Graphene-based electronic devices. Several approaches have been utilized to produce Graphene sheets, but still there remains the question of robustness and reproducibility of the methods. Considering the current infrastructure of the semiconductor industry, electronics technology is very dependent on silicon. Any approach should be able to adapt itself to the current silicon-based technology.

Patentability of the discoveries in Graphene research is another core issue. Many patents are being filed to address the novel methods in production and novel approaches for applications. The “obviousness” of structural similarity between Carbon nanotubes and Graphene is of immense concern, since Carbon nanotubes might be considered as “prior art” against Graphene in the patent application. Almost all of the candidate materials for the post-silicon era have failed. Graphene still remains at the stage of uncertainty, so more research is required to determine if Graphene might be a substitute for silicon.

_______________________

⁸ See Trends in Graphene Research, Mazdak Taghioskoui, Science Direct (December 2009) (https://www.sciencedirect.com/science/article/pii/S1369702109702743).

Operating StrategyEnvironmental

We planbelieve federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning land use and environmental factors may in the funds we receive from this offering to build a manufacturing plant to begin the commercial production of Graphene from coal byproducts using the patented technology that we have sublicensed form ARC. We hope to sell Graphene to major manufacturers, as well as acquire synergistic manufacturing businesses that would benefit from our production of Graphene.future.

Marketing StrategyLegal Proceedings

According to Grand View Research, an India & U.S. based market research and consulting company,⁹ the global Graphene market size is anticipated to reach $1.08 billion by 2027, exhibiting a revenue based CAGR of 38.7% over the forecast period. Rise in awareness regarding the superior characteristics of Graphene, such as excellent electrical conductivity and heat resistance, is expected to aid the growth.

We are focused on producing the raw product while building sales channels through our relationships in the battery and water filtration market. Upon commercialization, we will further refine our sales channels to produce specific outputs based on customer demand. ARC has had numerous discussions within its sales channel focusing on current collaboration partners for commercial uses inIn the future, however, there is no assurance that any such collaborations will come to fruition.

Competition

According to the research we have performed, there are no public companies that are focused solely on producing Graphene. ThisCompany may be duesubject to the novelty of Graphene in the commercial market, especially in commercial production. There are a few private companies that claimvarious legal proceedings from time to produce and sell Graphene, but we did not come across sufficient information to establish their production capacity or potential. It is possible such private companies may become our competitors. There are also major global innovators and producers in the Carbon and Coke industry suchtime as Phillips, Seadrift, Petrocokes Japan and JX Nippon who may set up their own divisions to make Graphene in the near future or may already have formed such divisions. In addition, companies in China and India that dominate Graphite production market may begin their own Graphene divisions.

According to one article,¹⁰ companies such as IBM (NYSE:IBM), Samsung and Nokia (NYSE:NOK) are rushing to tap the incredible properties of Graphene. In 2011, IBM was the first company to use the material to create Graphene-based integrated circuits, having created in 2010 a Graphene processor that could execute 100 billion cycles per second (100GHz). Intel and Samsung are now looking into Graphene-based processors, while Nokia is part of a consortium of 74 companies that received a grant of $1.35 billion from the European Union to determine how to use Graphene to "improve the world." This consortium is experimenting in electronics and mobile communications. The Motely Fool adds that perhaps a better route to understand Graphene is to look at producers of graphite, as that is the material from which Graphene is made. Unfortunately, most of the mineral is produced in China. It produces some 800,000 metric tonnes annually, with the next closest producer being India at 130,000 metric tonnes. Graphite is not mined in the United States.

According to the article, GrafTech International (NYSE:GTI.DL) is the leading producer of graphite electrodes and was one of the top 20 Graphene patent holders at one time, ahead of such giants as General Electric Company (NYSE:GE) and Bayer. According to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2020, filed with the SEC on March 6, 2020, GrafTech International notes that it “is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals. We believe that we have the most competitive portfolio of low-cost ultra-high power (“UHP”) graphite electrode manufacturing facilities in the industry, including three of the highest capacity facilities in the world. We are the only large scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, a key raw material for graphite electrode manufacturing.”

Another international company that is expanding into Graphene is Germany-based Aixtron SE (NASDAQ:AIXG). In its Report of a Foreign issuer on Form 6-K filed with the SEC on August 11, 2016, it wrote: "One focus of AIXTRON's [research] involves researching processes and systems technology for the deposition of optically active 2D semiconductor materials such as ... Graphene ... AIXTRON offers a Plasma Enhanced Chemical Vapor Phase Deposition ('PECVD') technology ... employed for the deposition of complex Carbon Nanostructures (Carbon Nanotubes, Nanowires or Graphene)."

It is possible that the above enterprises have more resources than we do and thus make it hard for us to compete with them.

Employees

As of March 11, 2022 we have two full-time employee and  two part-time employee. We plan to hire additional full-time employees upon the completion of this offering.

⁹ See Graphene Market Size Worth $1.08 Billion By 2027 | CAGR: 38.7% (March 2020) (https://www.grandviewresearch.com/press-release/global-Graphene-market).

¹⁰ See Harnessing the Superpowers of Graphene, Rich Duprey, The Motley Fool (April 7, 2013) (https://www.fool.com/investing/general/2013/04/07/Graphene-the-miracle- substance.aspx).

DESCRIPTION OF PROPERTY

Our Offices

Our offices are located at 561 NE 79th Street, Suite 325, Miami, FL 33138 and our telephone number is 786-473-6233.

LEGAL PROCEEDINGS

business. We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. ThereAs of December 31, 2023, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self- regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effecteffect.

WHERE COMMON STOCK IS BEING OFFERED AND MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Exchange Listing

There is presently no public market for our shares of common stock or warrants. It is currently estimated that the combined initial public offering price per Unit will be between $4.13 and $5.13. We have applied to list our common stock and warrants on the Exchange under the symbol “NOVS” and “NOVSW,” respectively.

Holders

As of March 11, 2022, the Company had 49 shareholders of its common stock.

Dividends

We have never paid cash dividends on our Common Stock. Payment of dividends will be within the sole discretion of our board of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. In addition, under Florida law, we may declare and pay dividends on our common stock either out of our surplus, as defined in the relevant Florida statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Florida statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS AND RESULTS OF OPERATIONSMANAGEMENT

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

Overview

The Company, sometimes referred to hereinfollowing table sets forth information for our executive officers, key employees and directors as "we," "us,” “our," and the "Company" and/or "Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our address is 561 NE 79th Street, Suite 325, Miami, FL 33138, our telephone number to 786-473-6233 and our website is www.novusterrainc.com. However, you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.31, 2023.

We began with the objective to build a Rare Earth Elements (“REE”) Processing Facility to process REE for commercial use. However, as approved by a Board of Directors meeting held on March 19, 2021, we changed our objective to developing Graphene since we discovered research illustrating that Graphene, similar to an REE, is a versatile commodity that could be helpful in solving major global problems with the potential for attractive earnings.

Our decision to begin the process of producing Graphene was made easier due to the relationship the Company’s management team has with ARC as a result of prior business activities. ARC, through its wholly-owned subsidiary, ACM, signed the License Agreement with Ohio University to manufacture Graphene using carbon as a raw material using patented technology owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, an independent board member of ARC and Chief Technical Officer of ACM. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

On March 31, 2021, we signed the Sublicense with ARC that provides us with a nonexclusive sublicense from ARC of certain patents ARC has sublicensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using coal byproducts. Pursuant to such agreement, we agreed to raise funds via an initial public offering in order to build a manufacturing facility to produce and market Graphene commercially. The agreement with ARC also provides that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business. This profit-sharing arrangement is limited to only the operating profits from the Graphene factory using the rights provided by the Sublicense and will not apply to any other activities in which the Company may engage in the future, including the production of Graphene using any other technology. Hence the Company has been researching alternative methods to produce Graphene. The Company also plans to look into acquiring companies that use or can use Graphene as raw material for other applications. As part of the above two agreements, Andrew Weeraratne was replaced by Mark Jensen, the Chief Executive Officer and the Chairman of the Board of ARC, as the Chairman of the Company’s Board of Directors.

As approved at a special shareholders meeting attended by major shareholders on March 19, 2021, we signed an agreement with ARC on March 31, 2021, to issue ARC 10,000,000 shares of Class B common stock (with 10 votes each) plus 5,700,000 shares of Class A common stock (with one vote each) of the Company, comprising 51.14% of total shares giving 87.57% of voting power to ARC, who plans to distribute such shares to ARC’s shareholders as stock dividends after the completion of this offering. At a special shareholders meeting held on April 4, 2021, attended by majority of shareholders, including ARC, the Company voted to eliminate the Class B shares and increase the Class A shares by the number of Class B shares then outstanding, and designate the Class A shares as “Common Shares.”. Further, at a special stockholders meeting held on April 16, 2021 attended by a majority of shareholders, the Company voted to effectuate a one-for-three (1:3) reverse stock split, which became effective as of April 16, 2021. As a consequence of eliminating the Class B shares on April 4, 2021, as of March 11, 2022 ARC holds 5,233,333 Class A common shares, or 49.92% of the Company’s voting stock, and Andrew Weeraratne holds 4,173,150 common shares, or 39.81% of the Company’s voting stock, based on 10,482,424 common shares outstanding.

In order to manufacture and market Graphene using the technology we have sublicensed from ARC, we have signed a lease agreement with ARC to lease land and a building ARC owns in Kentucky to build our Graphene manufacturing factory, with such lease payments to be paid after we have received the proceeds from this offering. Once we have received the proceeds from this offering, we plan to hire experts in the Graphene industry to help us select, buy and install the necessary equipment to begin the process of making Graphene from carbon.

Plan of Operation

We are leasing for $5,000 per month land and a building with approximately 40,000 square feet located at 1845 KY-15, Hazard, Kentucky 41701, owned by Perry County Resources, an affiliate of ARC. We plan to accrue the rental expenses to be paid only after we receive the proceeds from this offering. Following are features of the location:

Executive Officers

Gregory Jensen, Ph.D, JD, age 45, Chief Executive Officer and Board

Gregory Jensen joined the Company on January 1, 2023, as the Chief Executive Officer and Director. He has served in a variety of professional legal roles since 2005 when he became an Indiana-licensed attorney.  His professional career began in August of 2004 when he was commissioned as a 2^nd Lieutenant in the United States Marine Corps. Following his initial training at the Marine Corps Base Quantico, Virginia, and the Naval Station Newport, Rhode Island (where he earned the designation as a Judge Advocate) he served aboard the Marine Corps Recruit Depot San Diego where he filled the duties of Legal Assistance Officer and Criminal Defense Attorney. Following his active duty assignment Greg transitioned into the United States Marine Corps Reserves in 2009 where he has continuously served in a variety of criminal justice, recruiting, and supervisory duties. In 2009 Mr. Jensen transitioned into private practice having served as a legal consul with T Squared Investments and T Squared Partner from 2009 to 2013. Mr. Jensen transitioned into the position of General Counsel for American Carbon Corporation (formerly known as Quest Energy Inc) in 2013 and then as General Counsel of American Resources Corporation in 2017 until present. In his capacity as General Counsel to American Resources Corporation Mr. Jensen advises the company on legal topics including capital fundraising, civil and administrative legal affairs, and corporate compliance. He holds a Bachelor of Science degree in Finance from the Indiana University Kelley School of Business, a Doctor of Jurisprudence (JD) from the Indiana University Maurer School of Law, a Master of Law (LLM) in International and Comparative Law from the Indiana University McKinney School of Law and a Doctor of Philosophy (PhD) in Human Performance from the Indiana University School of Public Health.

Joshua Brumbaugh, CPA, age 45, Chief Financial Officer

Joshua Brumbaugh joined the Company on January 1, 2023, as the Chief Financial Officer.  He is a Certified Public Accountant (CPA) with 20 years of experience in public or corporate accounting.  In addition, he holds a Series 65 securities license. Over the last five years, he has maintained various employment opportunities.  From June 2007 to current, he has worked for the City of Noblesville Fire Department (“City”) which is located in Noblesville, IN.  He is currently an Executive Officer with the City but over the last five years while working there, he has also maintained other management positions as a Company Officer within the organization. From December 2008 to current, he has owned and operated JD Brumbaugh Business Services, LLC. At JD Brumbaugh Business Services, LLC, he uses his CPA license and previous experience to offer various public accounting services such as tax preparation, accounting, financial statement preparation, and other consulting services to various individuals and businesses. From January 2015 to current, he has also worked for Shoreline Wealth Advisors ("Shoreline") as an Investment Adviser. At Shoreline, he identifies and reviews investment portfolios for clients and provides them with tax-informed wealth management services to his individual and business clients. His prior experiences also include over ten years as a manager at Katz Sapper & Miller (October 2005 to May 2016), as well as significant accounting experience at Thompson Consumer Electronics (March 2005 to October 2005), KPMG (September 2002 to March 2005) and Ernst & Young (November 2001 to August 2002). He holds a bachelor’s degree in accounting, a bachelor’s degree in finance, and a Master of Professional Accountancy from the Indiana University Kelley School of Business. He has held his CPA designation since 2004 and his Series 65 securities license since 2014.

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We have been informed that it will take 12 months for us to build a factory ready to produce Graphene for commercial use and to begin producing Graphene from Carbon using the patented technology that we sublicense from ARC. We estimate that it will take an additional 12 months to sell Graphene commercially.

Gerardine Botte, Ph.D., age 52, Chief Technical Officer

Dr. Botte joined the Company as the Chief Technology Officer in January of 2023. In addition to preparing to make Graphene using this technology and buildingher service with Novusterra Inc., Dr. Botte has served as an independent member of the factory in Kentucky, the Company’s management teamBoard of Directors of American Resources Corporation since November 2020.  Dr. Botte has been engaged in discussions with othersover 26 years of experience in the industry who claimdevelopment of electrochemical processes and advanced water treatment. She has served in leadership roles for the Electrochemical Society and is currently the President of the electrochemical Society (2023-2024). Dr. Botte also serves as the Editor in Chief of the Journal of Applied Electrochemistry. In 2014, she was named a Fellow of the Electrochemical Society for her contributions and innovation in electrochemical processes and engineering. She became a Chapter Fellow of the National Academy of Inventors in 2012. In 2010, she was named a Fellow of the World Technology Network for her contributions to make Graphene from other sources. Once we receive the proceeds fromdevelopment of sustainable and environmental technologies. Prior to Texas Tech, Dr. Botte was University Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering at Ohio University, the founder and Director of Ohio University’s Center for Electrochemical Engineering Research, and the founder and Director of the Consortium for Electrochemical Processes and Technology – an Industry University Cooperative Research Center. Her entrepreneurial spirit has led to the commercialization of various technologies and has founded and co-founded various companies to help achieve this offering, we plangoal. The Board nominated Dr. Botte to look further into alternative methodsserve as a director because of making Graphene.

We expect that our plan of operation, once we have received the funds from this offering, will be as follows:

Liquidity and Capital Resources

Since what we currently have is a Sublicense to make Graphene using carbon, using patented technology licensed by ARC, it is difficult to accurately estimate the cost to build the Graphene production factory, since that will require us to hire expertsher thought leadership in the industry who will assist ustechnical innovations of in building the Graphene factorycarbon and locating and installing the necessary equipment. Once we have received the proceeds from this offering, we will begin to hire such experts. ARC’s preliminary discussions with the University of Ohio suggest that we will require approximately $4,000,000 to build a Graphene manufacturing plant. ARCrare earth elements. She has estimated the working capital needsno direct or indirect material interest in any transaction required to be $310,000 per monthdisclosed pursuant to begin building our Graphene manufacturing plant. Meanwhile, we also plan to explore producing Graphene through alternative methods.

After we have the proceeds from this offering, we estimate our administration fee to be approximately $30,000 per month. We plan to hire additional staff, including industry experts, and also to seek out other sourcesItem 404(a) of producing Graphene. We estimate such additional cost to be about $50,000 per month.

As of December 31, 2021, we have $196,623 in cash and cash equivalents, which we expect will be sufficient to carry on our operations of preparing to build our factory. We do not anticipate receiving any revenue from Graphene sales for at least 24 months. However, we believe the proceeds we plan to raise from this offering will be sufficient to build a factory and begin producing revenue from the sale of Graphene.

In addition, if we find a potentially synergistic business that has positive operating cash flow, we plan to explore acquisitions of such businesses.

Currently, we have no written or oral communication from stockholders, directors or any officers to provide us any forms of cash advances, loans or sources of liquidity to meet our working capital needs or long-term or short-term financial needs.Regulation S-K.

Off Balance Sheet ArrangementsNon-Employee Directors

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. InMark LaVerghetta, age 50, member of the ordinary courseBoard of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this prospectus.

Recent Accounting Pronouncements

We have determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.

DIRECTORS AND EXECUTIVE OFFICERS

The following individuals serve as our executive officers and members of our board of directors:

Mark C. Jensen, age 41, Chairman of Board

Mark JensenLaVerghetta has served as the Chairman on the Board of Director of our Company since August 2022. After spending 20 years in capital markets, Mark has been our Chairmandedicated to delivering shareholder and stakeholder value. In addition to his services with Novusterra Inc., Mr. LaVerghetta serves as Vice President of the boardCorporate Finance and Communications of directors since March 28, 2021. In 2015, Mr. Jensen founded Quest Energy, Inc. (“Quest”) to operate coal mines and process metalogical Carbon to provide as raw materials to make steel for various infrastructure projects. In January 2017, Quest undertook a reverse merger with NGFC Equities Inc. (“NGFC”), pursuant to which Quest’s shareholders received the majority of NGFC’s equity. NGFC’s name was subsequently changed to American Resources Corporation with(Nasdaq: AREC) where he is a management team member focused on organic and acquisition growth opportunities and capital markets activity. Mr. Jensen taking over the roleLaVerghetta and is also a Co-Founder and Director of Chief Executive OfficerReElement Technologies Corporation, a leading provider of high-performance refining capacity of rare earth and the Chairman of the Board. He has been instrumental in all aspects of acquiring, restructuringcritical battery elements to support energy transition and building mining operations over the past decade. Having managed through 2009 and 2015 downturns, he has been able to work with his team to significantly expand ARC’s asset base through strategic acquisitions and organic growth in a very accretive manner.national security needs. Mr. JensenLaVerghetta also is the Chairmanserves as Co-Founder and Chief ExecutiveGovernance Officer of American Acquisition Opportunity Inc., (Nasdaq: AMAO), a blank check company formed in January 2021 for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Mr. Jensen is also the founder and Executive Chairman of Land Betterment Corp., a Benefit Corporation, incorporated on February 13, 2020, focused onan environmental solutions company fostering a positive impact through upcycling former coal mining and industrial sites to create sustainable community development and job creation. Prior to these endeavors, Mr. JensenLaVerghetta has over 15 years of financial market experience, holding various roles with several Wall Street firms. Mark is a graduate from Kelley School of Business at Indiana University with Bachelor degrees in Finance and International Studies.

I. Andrew Weeraratne, age 71, Chief Executive Officer, Director

I Andrew Weeraratne has served as our Chief Executive Officer and member of our board of directors since inception. Andrew has been an entrepreneur in many parts of the world, including Asia, the Middle East, Europe and the U.S., in a varietyUniversity of industries. From April 2019 to August 2020, Andrew was the Chief Executive Officer and Chief Financial Officer for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to COVID-19, the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., mergedVirginia with a biotech company called XEME Biopharma Inc., and changed its name to XEME Biopharma Holdings Inc. In August 2018, Mr. Weeraratne founded Mfusion Corp. also to produce live entertainment shows, focusing on raising funds via selling a Digital Coin of Mfusion, which is convertible into shares of Mfusion Corp. In August of 2020, Mfusion Corp. was sold to two entrepreneurs who areB.A. in the process of beginning a CBD-Coffee business using the Mfusion corporate structure. Currently, Mr. Weeraratne works as a consultant for Mfusion Corp. He founded Capax Inc. in February 2017 and worked as its Chief Executive Officer from February 2017 to May 2018, during which time he filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc., a business in the wholesale and retail coffee sales industry, in a reverse merger and changed its name to Reborn Coffee Inc. From October 2013 to January 2017, Mr. Weeraratne served as the Chief Executive Officer and Chief Financial Officer for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” NGFC was reverse merged with ARC. Mr. Weeraratne has been a Florida licensed Certified Public Accountant since 1981. He is also an author, and wrote a book entitled Uncommon Commonsense Steps to Super Wealth, where he illustrates how some people beginning with very little ended up in the list of richest people by focusing on only one out of four ways to make their wealth. Mr. Weeraratne devotes approximately 90% of his time to our business and affairs.economics while playing varsity lacrosse.

Ray Baum, age 74, Chief Financial Officer

Ray Baum has served as the Chief Financial Officer of the Company since March 8, 2022. From January 1995 to February 2022, Ray was the CEO and CFO of Performance Personnel Corporation, located in Carlsbad, California, which supplied specialized personnel to the film and television industry. From April of 2009 to June of 2017, he was also the CFO for CruiserBoard LLC based in San Diego, California. CruiserBoard designed and manufactured stand-up paddle boards. Mr. Baum earned a Bachelor of Arts degree in business and economics in 1971 from United States International University located in San Diego, California.

Byron Eugene Price, age 58, member of the Board of Directors

Dr. Byron Price joined the Company as a director on April 15, 2021. He is currently a professor at the Department of Public Administration at Medgar Evers College of the City University of New York (CUNY), where he has been teaching since 2012. Dr. Price has had an impressive career both in business and in public administration both in the U.S. and internationally that he pursues to this day. He has lectured on public and private partnerships in 45 countries. Before beginning his academic career, Dr. Price served in the United States Army as Deputy Commander, Executive Officer, and Training Officer at Fort Sill during Operating Desert Storm. He honorably separated in 1991 and achieved the rank of Captain. His research focuses on social impact investment with particular emphasis on long-term investment in strategic sectors of the economy that create economic prosperity and social wealth. He is a published and respected author in the area of public-private partnerships.

Since 2019, he has conducted business development activities for various companies looking to engage governments and organizations that use ammonia, fuel cells, hydrogen, and hydrogen combustion technology. Corollary activities included driving growth organically and through the strategic acquisition of utility-scale renewable energy assets in the United States and abroad over the next five years.

Eugene Nichols, age 74,77, member of the Board of Directors, Secretary, Treasurer

Eugene Nichols has served in roles as a directorPresident, Corporate Secretary, and Director since the inception of our Company since inception. Mr. NicholsNovusterra, Inc. He has 27over 30 years of sales, sales management, and marketing and advertising experience with Abbot Laboratories (NYSE:ABT). From April 2019 to August 2020,in the healthcare industry. Mr. Nichols was a Director for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to COVID-19, the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed its name to XEME Biopharma Holdings Inc. In August 2018 he joined as a Director for Mfusion Corp. that was also set up to produce live entertainment shows, focusing on raising funds via selling a Digital Coin of Mfusion, which is convertible into shares of Mfusion Corp. In August of 2020, Mfusion Corp. was sold to two entrepreneurs who are in the process of beginning a CBD-Coffee business. He was also a Director for Capax Inc. from February 2017 to May 2018, during which time Capax filed a prospectusspent 27 years with the SEC to take Capax Inc. public.Diagnostic Division of Abbott Laboratories, a Fortune 100 Company, in various positions including Sales Executive, Sales Trainer, District Manager, and Director of Advertising and Communication. He also spent 4 years as an Account Manager with Beecham Pharmaceuticals. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc.,addition, he provided guidance on the operations of Informa Training Partners, a healthcare sales training company owned by his wife Evelyn Nichols, for over 21 years. Following his retirement from Abbott Laboratories, Mr. Nichols, an entrepreneurial business leader, has been involved in the wholesale and retail coffee industry, in a reverse merger and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.numerous startups. From October 2013 to January 2017, Mr. Nicholshe helped found and served as the President and a member of the Board of Directors for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC waswhich reverse merged with ARC.American Resources Corporation and currently trades under the symbol “AREC". From February 2017 to May 2018, he started and served as a Director, Secretary, and Treasurer of Capax, Inc., a publicly traded company that reverse merged with Reborn Global Holdings, Inc., an international wholesale and retail coffee business based in California. Mr. Nichols was also a Managing Partner of a startup electrical consulting firm. He is actively involved in his community, The Country Club at Mirasol, serving as the Chairperson and as an advisor on committees that work with the Board of Directors. He holds a Bachelor of Science degree in Business Administration from Auburn University.

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Goran Antic, age 47,49, Member of the Board of Directors

Goran Antic has been a director of our Company since inception. He began his career with Getinge Sterilization factory (division of Getinge Group), a public company based in Sweden which is one of the largest medical supply companies in the world in 1990 as an assembler and then moved to the testing department of Getinge Group in 1995. He worked in that division till 1999 and then was promoted to be an international service engineer of Getinge Sweden which is another subsidiary of Getinge Group. In 2005, Mr. Antic was transferred to Getinge International branch in Miami, Florida as a service manager for Latin America and Caribbean islands. Mr. Antic began ECI-LATAM Inc. in April of 2014 with an agreement with Getinge International to serve the same client base through his own company, ECI-LATAM Inc., Mr. Antic had his education as an electronic engineer at Kattegat Institution in Halmstad, Sweden.

From April 2019 to August 2020, Mr. Antic was a Director for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to COVID-19, the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed the name to XEME Biopharma Holdings Inc. In August 2018 he joined as a Director for Mfusion Corp. that was also set up to do live entertainment shows focusing on raising funds via selling a Digital Coin of Mfusion which is convertible to the shares of Mfusion Corp., that in August of 2020, the management of Mfusion Corp., sold to two entrepreneurs who are in the process of beginning CBD-Coffee business. He was also a Director for Capax Inc. from February 2017 to May 2018 during which time Capax filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.

Director Qualifications

The following is a discussion for each director of the specific experience, qualifications, attributes or skills that lead our board of directors to conclude that each individual is qualified to serve as a director of our Company.

Mark C. JensenLaVerghetta – Mr. Jensen’sLaVerghetta has over 15 years of financial market experience, holding various roles with several Wall Street firms. He has a history of successfully and efficiently translating corporate strategy, benchmarks, and financials, while also working as a co-member of the executive teams to evaluate and define corporate strategy and financial direction. Mark has been successful in founding ARCbuilding shareholder and completing a successful listing on NASDAQ were factors considered bystakeholder value through assisting in the boardevaluation and integration of directors. Specifically,acquired assets into various business models while analyzing the boardoverall financial impact of directors viewed favorably his role in setting up a Special Purpose Acquisition Company “American Acquisition Opportunity” (NASDAQ: AMAOU) in reaching its conclusion.such opportunities and operations. He has successfully co-founded and built several businesses, both organically and through acquisition, which has led to several public listings.

Andrew WeeraratneGregory Jensen – Mr. Weeraratne’ sJensen has over 14 years of experience in foundingproviding legal counsel and filingoperational expertise to emerging and growth companies. Throughout his career, he has held many leadership roles from developing processes and procedures to improve the operational output of mining operations to assisting in generating legal strategies for a prospectus to take public NGFC Equities Inc. before merging it successfully with ARC, founding Capax Inc.NASDAQ-listed company. Greg’s vast military and filing a prospectus with the SEC before merging it with Reborn Coffee Inc. and hisleadership experience founding additional companies engaged in securities offerings and his previous public company Chief Financial Officer experience were factors considered by the board of directors. Specifically, the board of directors viewed favorably his roles at China Direct, Inc., and J2 Communication Inc (with the brand name National Lampoon) as a financial advisor working with the Embassy of the United States Marine Corps has provided him with the ability to work with many individuals with diverse skill sets in a way that can solve complex issues effectively and efficiently. His broad academic experience allows him to keenly evaluate a multitude of Americaissues relating to operational requirements, market conditions, and financial considerations in Iraq, and as a CPA in private practice in reaching its conclusion.way that will best position the company for future success.

Eugene Nichols– Mr. Nichols’s career as an entrepreneur and his involvement in various start-ups were factors considered by the board of directors. Specifically, the board of directors viewed favorably his role as a founder of publicly-traded companies, including NGFC Equities Inc., taking it public and merging with a bigger private company, along withcompany. In addition, the board of directors valued his roles at Abbott Laboratories, Communication Exchange Inc., Visa Exchange Inc., Foxfire Golf Course, Power Management Electrical Consultants in reaching its conclusion.

Goran Antic –Mr. Antic’s long career with one major Swedish public company Getinge group in Sweden that is a leader in international market and his fluency in various languages and cultures were factors considered by the board of directors. Specifically, the board of directors viewed his entrepreneurial skills in setting up ECI Latam Inc., merging with NGFC Equities Inc. in reaching its conclusion.

Byron E. Price – Mr. Price’s long career in public service as professor of public administration, his service in the U.S. Army as Deputy Commander, Executive and Training Officer, international travels in the lecture circuit regarding public/private partnerships and his experience in business development activities were taken into consideration by the board of directors in reaching its conclusion.

In addition to each of the individual skills and backgrounds described above, the board of directors also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our Company and on the development and execution of our strategy.

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We expect to expand our board of directors in the future to include additional independent directors. In adding additional members to our board of directors, we will consider each candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background in management, finance, regulatory matters and corporate governance. Further, when identifying nominees to serve as a director, we expect that our board of directors will seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance.

Director Compensation

We have established a director compensation program, pursuant to which directors receive compensation of $3,000 Per quarter, while our Chairman of the Board receives $2,500 per month.quarter. Future compensation payable to each individual for their service on our Board will be determined from time to time by our compensation committee and our board of directors based upon the amount of time expended by each of the directors on our behalf. Currently, executive officers of our company who are also members of the board of directors do not receive any compensation specifically for their services as directors.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation of our Former Chief Executive Officer, and the executive officers who served at the end of the periods of December 31, 20202022, and December 31, 2021, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. Compensation for the future will be determined when and if additional funding is obtained.

Summary Executive Compensation Table – Officers

(1)	ThereMr. Gregory Jensen has been employed with the Company since August 30, 2022. During 2022, he received no compensation for his services. Effective January 1, 2023, he signed an employment agreement for a base salary of $150,000 plus the potential for discretionary cash bonuses and discretionary stock-based compensation. See the exhibits for his employment contract.
(2)	Mr. Joshua Brumbaugh has been employed with the Company since January 1, 2023. Effective January 1, 2023, he signed an employment agreement for a base salary of $100,000 plus the potential for discretionary cash bonuses and discretionary stock-based compensation. See the exhibits for his employment contract.
(3)	Mrs. Gerardine Botte signed a consulting agreement with the Company on January 1, 2024, to act as the Chief Technology Officer (CTO). The signed agreement is effective for two years and pays Mrs. Gerardine Botte $4,750 per month or $57,000 annually. See the exhibits for her consulting agreement.
(4)	Mr. Andrew Weeraratne is no employment contract with Mr. Andrew Weeraratnelonger employed by the company at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. The amount of value for the services of Mr. Weeraratne was determined by agreement for shares in which he received as a foundersfounder for (1) control, (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the Company. The amount received by Mr. Weeraratne is not reflective of the true value of the contributed efforts by Mr. Weeraratne and was arbitrarily determined by the Company.

(2)

Does not include 4,079,980 shares of Common Stock purchased by Mr. Weeraratne for $0.0003 per share when he founded the Company in September 2020.