UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
DE3 INC.
(Exact name of registrant as specified in its charter)
Delaware
88-4255818
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
7379
Primary Standard Industrial Classification Code Number
Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices
Keith Louis De Santo
Chief Executive Officer
100 South Ashley Drive Suite 600
Tampa, Florida 33602-5300
727-281-1996
Maximum Net Proceeds
Number of to the Company
Shares Offering Price Commissions before expenses
Per Share 1 $10.00 - $10.00
Total 2,000,000 $20,000,000 - $20,000,000
An Offering statement pursuant to Regulation A relating to these securities has
been filed with the Securities and Exchange Commission ("SEC"). Information
contained in this Offering Circular is subject to completion or amendment.
These securities may not be sold nor may offers to buy be accepted before
the Offering statement filed with the SEC is qualified. This Preliminary
Offering Circular shall not constitute an offer to sell or the solicitation
of an offer to buy nor may there be any sales of these securities in any state
in which such offer, solicitation or sale would be unlawful before registration
or qualification under the laws of any such state. We have listed the links to
our SEC filings on our website, De3.ai.
De3 Inc.
Minimum Offering of 100,000 shares of Class A common stock
Maximum Offering of 2,000,000 shares of Class A common stock
De3 Inc. (The Company), a Delaware corporation hereby offers investment shares
in a machine learning microbe and contaminate detection company with ownership
in:
Pathogen and Contaminate Detection LLC, a limited liability company that
specializes in detection of pathogens, contaminates and pollutants (all types
of matter) on surfaces, from water sources and in the air using sample
receptacles, detection liquid tubes, drones, robots, and artificial
intelligence and machine learning algorithms.
Biosurfactants LLC, a limited liability company that specializes in machine
learning testing applications to determine which environmental applications
leave no residual toxicity in the environment.
AI and ML LLC, a limited liability company that specializes in machine
learning applications to streamline counting. Two corporations that own all
technology including, but limited to domain names, trade secrets, and all past,
present, and future USPTO and WIPO patent applications.
This is an initial public offering of our shares of Class A common stock. We
are offering up to a maximum of 2,000,000 shares of Class A common stock at an
offering price of $10.00 per share with a minimum offering amount of $1,000,000
(the "Minimum Offering Amount") and a maximum offering amount of $20,000,000
(the "Maximum Offering Amount") (collectively, the "Offering"). The Offering
will terminate on the earliest of: (1) the date on which the Maximum Offering
Amount has been sold, (2) the date which is one year after this Offering being
qualified by the U.S. Securities and Exchange Commission (the "SEC"), or (3)
the date on which this Offering is earlier terminated by us in our sole
discretion and for any reason (the "Termination Date").
The shares offered hereby are highly speculative and an investment in the
shares involves a high degree of risk. Investors must be prepared to bear
the economic risk of the investment for an indefinite period and be able to
withstand a total loss of their investment.
Offering Circular dated June 22, 2023
Until we achieve the Minimum Offering Amount, the proceeds for the
Offering will be kept in a non-interest-bearing account (the "Offering
Escrow Account"). Upon achievement of not less than the Minimum Offering
Amount and the closing on such amount, the proceeds will be distributed
to us in one closing and the associated shares will be issued to the
investors. If the Offering does not achieve the Minimum Offering Amount,
and therefore does not close, the proceeds for the Offering will be
promptly returned to investors, without deduction and without interest.
We will obtain Escrow Account agent after the Offering has been qualified
by the SEC.
Price per share to the public is $10.00. Underwriting commissions are 0
currently.
Total Minimum is $1,000,000 or 100,000 Class A common stock shares
Total Maximum is $20,000,000 or 2,000,000 Class A common stock shares
The expenses of this offering are expected to be between $10,000 and
$27,000.
The common stock for purposes of this offering is non-voting Class A common
stock "common stock".
This Offering is being conducted on a "best efforts" basis pursuant to
Regulation A of Section 3(6) of the Securities Act of 1933, as amended
(the "Securities Act"), for Tier 1 Offerings. We intend to complete one
closing. Until we complete the closing, the proceeds for this Offering
will be kept in an offering deposit account maintained by an Escrow agent
named later. The minimum purchase requirement per investor is 2,500 shares
of Common Stock for $25,000; however, we can waive the minimum purchase
requirement on a case-by-case basis in our sole discretion.
We expect to commence the sale of the shares as of the date on which the
Offering Statement of which this Offering Circular is a part is declared
qualified by the SEC. We are an "emerging growth company" as defined in
the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such,
may elect to comply with certain reduced reporting requirements for this
Offering Circular and future filings after this Offering. Investing in our
common stock involves a high degree of risk. Please see "Risk Factors" in
this offering circular for a listing of certain risks that you should
consider before investment in our common stock.Generally, no sale may be
made to you in this Offering if the aggregate purchase price you pay is
more than ten percent (10%) of the greater of your annual income or your
net worth. Different rules apply to accredited investors and non-natural
persons. Before making any representation that your investment does not
exceed applicable thresholds, we encourage you to review Rule 251(d)(2)
(i)(c) of Regulation a+. For general information on investing, we
encourage you to refer to www.investor.gov.
The SEC does not pass upon the merits of or give its approval to any securities
offered or the terms of the Offering, nor does it pass upon the accuracy or
completeness of any Offering Circular or other solicitation materials. These
securities are offered pursuant to an exemption from registration with the SEC.
However, the SEC has not made an independent determination that the securities
offered are exempt from registration. This Offering Circular follows the
disclosure format of Part I pursuant to the general instructions of Part
II(a)(1)(ii) of Form 1-A.
Initially, we will not enlist the assistance of anyone or any entity to help
us with the placement of this offering. If we do decide to use federally
registered Broker Dealer "SEC", we will amend our offering with the SEC.
This offering circular contains the narrative section of the Form 1-A Offering
Circular and requires us to provide disclosures about our business, officer and
director biographical information, material risks of the offering, uses of
offering proceeds, management's discussion and analysis, officer and director
compensation, beneficial ownership information, related party transaction, and
the security being offered.The price of the common stock offered to the public
is considered by the company to be fair and reasonable.
230.251 SCOPE OF SEC EXEMPTION
(a) Tier 1 and Tier 2. A public offer or sale of eligible securities, as
defined in Rule 261 (230.261), pursuant to Regulation A shall be exempt under
section 3(b) from the registration requirements of the Securities Act of
1933 (the "Securities Act") (15 U.S.C. 77a et seq.).(1) Tier 1. Offerings
pursuant to Regulation A in which the sum of all cash and other consideration
to be received for the securities being offered ("aggregate offering price")
plus the gross proceeds for all securities sold pursuant to other offering
statements within the 12 months before the start of and during the current
offering of securities ("aggregate sales") does not exceed $20,000,000,
including not more than $6,000,000 offered by all selling securityholders
that are affiliates of the issuer ("Tier 1 offerings").The Company may engage
a FINRA member to assist in the placement of this offering. See Plan of
Distribution page 45 for details of compensation paid to the Broker if and
when the Broker is chosen.
The Company may engage an escrow agent to hold funds tendered by investors in
compliance with SEC Rules 15c2-4 and 10b-9. The offering is being conducted
on a best-efforts basis with a minimum offering amount of $1,000,000. The
offering will terminate at the earlier of dates. The date at which the maximum
offering amount has been sold. The date, which is one year from this offering
being qualified by the Commission.
The Company hereby offers investment shares in a technology company that owns
3 limited liability companies and 2 Intellectual property holding corporations.
The shares offered hereby are highly speculative and an investment in the
shares involves a high degree of risk. Investors must be prepared to bear
the economic risk of the investment for an indefinite period and be able to
withstand a total loss of their investment.
TABLE OF CONTENTS
Summary of Information.........Page 7
Detailed Information...........Page 9
Risk Factors &.................Page 17
Industry Risks
Use of Proceeds................Page 33
Management.....................Page 35
Board of Directors.............Page 36
Contact........................Page 36
Financial Statements...........Page 37
Notes on Financial.............Page 40
Statements
I. Regulation A filing
The Company is in the process of filing a Regulation A Offering Circular
with the Securities and Exchange Commission. The CEO on behalf of Start
Engine has registered with the SEC filing system called Edgar to complete
the necessary filings.
II. Regulatory Disclosures and Risk factors
The United States securities and exchange commission does not pass upon
the merits or give its approval of any securities offered or the terms
of the offering, nor does it pass upon the accuracy or completeness of
any offering circular or other solicitation materials.These securities
are offered pursuant to an exemption from registration with the
commission; however, the commission has not made an independent
determination that the securities offered are exempt from registration.
Generally, no sale may be made to you in this offering if the aggregate
purchase price you pay is more than 10 percent of the greater of your
annual income or net worth. Different rules apply to accredited
investors and non-natural persons. Before making any representation
that your investment does not exceed applicable thresholds, we
encourage you to review rule 251 d 2 i c of regulation a. For general
information on investing, we encourage you to refer to www.investor.gov.
This offering is inherently risky. See risk factors on page 9.
In making an investment decision, investors must rely on their own
examination of the company and the terms of the offering, including
the merits and risks involved.The company reserves the right to reject
any prospective investment in whole or in part, or to allot to any
prospective investor less than the amount of shares such investor
desires to purchase.
The information contained in this offering circular has been
obtained from sources believed by the company to be reliable,
and such information is believed by the company to be accurate and
complete. However, neither the delivery of this offering circular
nor any sale of the shares described herein shall, under any
circumstances, create any implication that the information
contained herein is true and accurate as of any time subsequent
to the date which appears on the cover page of this offering
circular. The artificial intelligence market is developing and
there is not much data available and some of the data that is
public is not credible.
Investors should not construe the contents of this offering
circular or any communication, whether written or oral, from
the company or its employees or agents, as personal, legal,
tax, accounting, or other professional advice. Each investor
should consult their own counsel, accountants, and other
professional advisors as to legal, tax, accounting, and related
matters concerning their investment in this offering, the
offering contained herein can be withdrawn at any time before
closing and is specifically made subject to the conditions
described in this offering circular. The company reserves the
right to reject any subscription in whole or in part.
Except as indicated herein, no person has been authorized
to give any information or make any representation other
than those contained in this offering circular in connection
with the offer contained herein and, if given or made, such
information or representation must not be relied upon. The
company will make available to each investor and their
purchaser representative during this offering and prior to
the sale of the shares the opportunity to ask questions of
and receive answers from the company concerning any aspect
of the investment and to obtain, to the extent De3 inc.
Possesses such information or can acquire it without
unreasonable effort or expense, any additional information
necessary to supplement or verify the accuracy of the
information contained in this offering circular.
Any reproduction or distribution of this offering circular,
in whole or in part, is prohibited.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering circular may contain forward-looking
statements and information relating to, among other
things, the company, its business plan and strategy,
and its industry. These forward-looking statements are
based on the beliefs of, assumptions made by, and
information currently available to the company's
management. When used in the offering which includes
all offering materials accompanying the offering. The
words estimate, project, believe, anticipate, intend,
expect and similar expressions are intended to identify
forward-looking statements, which constitute
forward-looking-statements.
These statements reflect management's current views with
respect to future events and are subject to risks and
uncertainties that could cause the company's actual results
to differ materially from those contained in the
forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made.
The company does not undertake any obligation to revise or
update these forward-looking statements to reflect events
or circumstances after such date or to reflect the
occurrence of unanticipated events.
There is a risk of losing your entire investment investing
in the company.
INDUSTRY AND MARKET DATA
The company has also listed information from 3rd parties
that has not been nor can be verified. The company accepts
no liability for inaccurate information contained in this
offering. The company is a technology company whereby machine
learning algorithms are used in its applications. The
algorithms are also referred to as artificial intelligence
"ai" applications. This ai industry in our belief is in its
beginning stages and the risks are unknown.
Although we are responsible for all disclosure contained
in this Offering Circular, in some cases we have relied on
certain market and industry data obtained from third-party
sources that we believe to be reliable. Market estimates are
calculated by using independent industry publications in
conjunction with our assumptions regarding the biosurfactant
industry and market. While we are not aware of any
misstatements regarding any market, industry or similar data
presented herein, such data involves risks and uncertainties
and is subject to change based on various factors, including
those discussed under the headings "Statement Regarding Forward
Looking Statements and Risk Factors in this Offering Circular".
OFFERING CIRCULAR SUMMARY
This Offering Circular Summary highlights selected information
contained elsewhere in this Offering Circular. This summary is
not complete and does not contain all the information that you
should consider before deciding whether to invest in our common
stock. You should carefully read the entire Offering Circular,
including the risks associated with an investment in the
company discussed in the Risk Factors section of this Offering
Circular, before making an investment decision. Some of the
statements in this Offering Circular are forward-looking
statements. See the section entitled "Statement Regarding
Forward Looking Statements."
SUMMARY OF COMPANY INFORMATION
The Company was organized on NOVEMBER 2, 2022, under the laws
of the State of Delaware. Our executive offices are located at
100 S Ashley Drive Suite 600 Tampa Florida 33602 and our
telephone number is 727 281 1996. The website address is
www.De3.ai. The information on our website is basic industry
information. Trade secrets and proprietary information is kept
for only a small group of associates who have signed
non-disclosure agreements.
In 2018, the research phase of the detection technology whereby
the biosurfactant production and application phase was completed
by the founder of the company, Keith Louis De Santo. Acting as
an individual and not for any company, he completed some basic
research and was able to detect matter using different
approaches than presently used. He also completed research for
a rhamnolipid electrostatic spray. His other focus was to
eliminate indoor and outdoor microbial threats using
biosurfactants, then to create a biofilm to deter the formation
of microbes. No regulatory agencies were requested to comment on
our applications, nor do we know of any who would comment on
Artificial Intelligence applications.
The company utilizes computer software algorithms and hardware
to scan environments (indoor and outdoor) for contaminants and
microbes. The hardware includes but is not limited to drones,
robots, folded mirror lenses, sample reservoirs and liquid tubes
with embedded adjustable microslides that detect all types of
matter whether singular or clusters. The software algorithms
are proprietary and operate and manage all aspects of the
Universal Matter and Microbe Detection Apparatus or "UMMDA"
The technology also has a contaminate and microbe elimination
component. The UMMDA after detection of a contaminate,
biological germ or pathogen "threat", subjects the threat to
a reservoir of Biosurfactants (chemicals secreted from
bacteria) whereby algorithms determine before application and
after biosurfactant application data to determine what if any
residual effect is introduced into the environment after
elimination of threat. This technology detects toxicity after
environmental cleanup applications.
In our belief, the materials, videos, and pictures along with
the present and future risk disclosures listed in this offering,
tell of the basics of the technology of the company.
The company was listed on a crowd funder who offers crowd
funding over the internet called StartEngine. The company
raised approximately $25,000.00 by selling non-voting common
stock shares at $2.50 a share. Before that offer, The Chief
Executive Officer and founder, Keith Louis De Santo has
primarily self-funded the research and development process
with some financial assistance from a small group of trusts
and family.
The following is an overview of the corporate structure.
De3 Inc. is authorized with 100,000,000 Class A non-voting
common stock shares and 10,000,000 common stock Class B shares
that are voting shares with 150 votes per share. All the Class
B common stock shares have been issued to trusts whereby the
founder controls the vote.
REGULATORY FILINGS
By the date of this offering, we should have filed a Regulation
Statement with the SEC. We plan on filing with the United States
Securities Commission SEC through a broker dealer, a secondary
Public Offering of our securities after substantial revenues
have been gained. We expect an IPO in the year 2023 for an
investor exit strategy. Rhamnolipid is registered with the
United States Environmental Protection Agency EPA through
efforts and costs to Rhamnolipid, Inc.
OMRI Listed Organic Materials Review Institute.
CAS Registry number 4348-76-9. Registered with the FDA
for ingestion by humans.
State of Florida Environmental Protection Agency registered
by Rhamnolipid, Inc.
ARTIFICIAL INTELLIGENCE
Who's better equipped, humans or an AI platform in the detection,
decontamination, and cleaning business. Alan Turing 1912 to 1954,
first one to use artificial intelligence, stated that there would
be continual debate about the difference between artificial
intelligence and human intelligence. He realized that asking
whether a machine could think was the wrong question. The right
question is Can machines do what we as thinking entities can do.
And if the answer is yes, isn't the distinction between artificial
and original intelligence essentially meaningless. We ask, can our
AI platforms do a better job than humans and think and learn at a
higher rate? We have already proved that. In our particular
detection, decontamination janitorial industry, we believe that
our array of AI platforms can do a better job than humans and
cheaper.
Most notable issues today are human error and people just having
basic bad days and not paying attention to what they are doing
aside from costs by the hour or by the job. Our algorithms can
eliminate many of the decision-making mistakes that humans make.
First and foremost, accidental breaking or damaging of contents
in homes or businesses will be eliminated. Human stress and burnout
also factor in those mistakes. Theft of property and wondering eyes
on personal belongings will also be eliminated. Algorithms, drones
and robots tend to be very honest.
ALGORITHMS AND DEEP LEARNING
Deep learning is an artificial intelligence function that imitates
the workings of the human brain in processing data and creating
patterns for use in decision making. Deep learning is a subset
of machine learning in artificial intelligence that has networks
capable of learning unsupervised from data that is unstructured
or unlabeled. Deep learning is also known as deep neural learning
or deep neural networks.
ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING
Before we get started, it would be prudent to explain and separate
what we do as opposed to what other Artificial Intelligence and
Machine Learning companies do. First and foremost, there are many
meanings floating out there for Artificial Intelligence "AI" and
Machine Learning "ML".
One definition from the web has Artificial Intelligence as defined
as "The ability of a computer or other machine to perform those
activities that are normally thought to require intelligence".
https://www.wordnik.com/words/artificial%20intelligence
While Machine Learning is defined as "A field of study concerned
with the design and development of algorithms and techniques that
allow computers to learn."
"ChatGPT is an artificial intelligence chatbot developed by OpenAI
and released in November 2022. It is built on top of OpenAI's
GPT-3.5 and GPT-4 foundational large language models and has been
fine-tuned using both supervised and reinforcement learning
techniques."
https://en.wikipedia.org/wiki/ChatGPT
"GPT" stands for Generative Pretrained Transformer.It's an
autoregressive language model that uses deep learning to produce
human-like text. When given a prompt, it will generate text that
continues the prompt.
https://en.wikipedia.org/wiki/GPT-3
In other words, CHATBOT is a computer program that simulates human
conservations to answer and solve questions and GPT is a computer
program that answers questions.
Doing a deep dive into what we do is at times very basic, while at
other times is quite complex. Computer software algorithms
(computer processes) are just that, they are designed to run on a
set of instructions. If the computer instruction "algorithm" is to
identify something, we are confident that the technology will be
get better with time as did the cell phone and internet.
It is our belief that the Generative AI platforms will become more
advanced and learn more in the years to come, they are just working
out the bugs. Since that AI business is completely different from
ours, we can only speak to algorithms that are programmed to detect
different types of matter such as bacteria rods etc.
WHAT IS TRAINING OR "MACHINE LEARNING"?
The easy definition is to give the ability of algorithms to learn
without being programmed. Basically, the good values or data weighed
against bad. There are both classification and predictive training
algorithms. For example, one of our training algorithms involves
building a model based on data that we know is true i.e., inputting
10,000 pictures of the tobacco virus into a database. The 10,000
images have specific shapes, colors, and sizes. First, with 10,000
different pictures of the virus, when a picture of a car is detected,
the algorithm does not recognize the image, therefore it is labeled
as "not tobacco virus" This is how it trains itself. If an algorithm
is trained to learn what a car is, then the algorithm learns about
cars etc.
DE3 TAKES A DIFFERENT APPROACH
De3 algorithms are trained to do one thing, disclose facts. Either it
is an identifiable threat, or it isn't. If our algorithms detect a
cluster of bacteria rods, it states so. The algorithms CAN NOT be
influenced financially, politically or by personal opinions.
Our De3 Chatbot offers users the option of how the UMMDA works, and
what would the user desire the UMMDA to do. The final results of
UMMDA can verbally be explained to the user if desired. It is designed
to have dialogue with users of the UMMDA. The De3 Chatbot can discuss
what it should scan in a residence (if that's the application) where
it may scan, or which databases it should build with the data
collected. If directed so, the De3 chatbot will send final results,
contaminate or pathogen information via email or text. The user
decides.
Database Management. As of the date of this offering, the database
management system that will be used is new patented enterprise
database technology from a third party. We are currently in talks
with several Fortune 500 tech companies regarding database development
and collaboration.
THE PRESENT STATE OF TESTING FOR MICROBES
Currently, accurate testing before the consumption of food, liquids and
understanding levels of contaminates in living spaces will lower disease
in humans, plants, and animals. Municipal utilities have not been able
to accurately detect microbes and contaminants in public drinking water,
food processing companies have been unable to detect with high accuracy
low levels of bacteria and recalls have increased, hospitals and
assisted living facilities are breeding grounds for microbes while
cleaning companies are making claims that they can eliminate hazardous
materials effectively.
Current methods for detecting pathogens or contaminants in various
environments rely on outdated technology and are insufficient for timely
disease detection. Some of the commonly used technologies for detecting
pathogens include Polymerase Chain Reaction (PCR), Culture-based methods,
Next-generation sequencing (NGS), Mass spectrometry, Microarrays,
Biosensors, etc. These traditional methods are time-consuming,
labor-intensive, and require specialized skills and equipment.
Further, state, or municipal workers still manually obtain water and soil
samples and wear protective gear to prevent contamination, which can
compromise the accuracy of the results. The cost associated with these
processes is also a significant concern. Pathogens are microorganisms
that can cause diseases in humans, animals, and plants. They can be found
in various environments such as water, food, air, and other environments,
posing a significant threat to public health worldwide. Therefore, the
detection of pathogens or other contaminants in liquid samples is crucial
in various fields.
The present methods of water purification for distribution through public
utilities show false positives and sometimes the impurities are from pipes
and retaining basins whereas the data collected is too late and the water
has already been consumed. Food processing facilities also have this same
problem, hence the increase in recalls over the years. Regardless of what
is deemed to be true or false, outsmarting the smartest pathogens and
eliminating contaminates has become more expensive, and time-consuming
as is not as accurate as they claim to be. The present response times
maintain a long duration while machine learning has become the go-to
for accurate detection and what response should be taken.
With each passing year, an increasing number of pathogens or contaminants
cause illness and fatalities worldwide. The effects of a recent worldwide
pandemic continue to generate new variants that further impact populations.
As of this application filing, polio has been detected in New York
wastewater, Legionnaire's Disease was found in the water supply of New
Jersey homes, and B. pseudomallei was found in water and soil along the
Mississippi Gulf. This marks the first time B. pseudomallei, which can
cause the potentially fatal disease melioidosis, has been identified in
the United States.
WHY DE3 TECHNOLOGY IS NEEDED
Even with the traditional methods for detecting pathogens, some pathogens
may not be detected due to the limitations of these methods, and they are
prone to errors and can be expensive to implement, which highlights the
importance of detecting and identifying pathogens in a timely,
straightforward, low-cost, and accurate manner to prevent the spread of
diseases or any harm. The present technology relates to an accurate
detection of contaminates before the consumption of food, and liquids,
in particular to an apparatus and method for detecting micro-organisms.
Pathogens are microorganisms that can cause diseases in humans, animals,
and plants. They can be found in various environments such as water,
food, air, and other environments, posing a significant threat to public
health worldwide. Therefore, the detection of pathogens or other
contaminants in liquid samples is crucial in various fields.
This specification recognizes that there is a need for an apparatus and
method that do not use chemicals, require no maintenance, are fully
managed by an artificial intelligence and machine learning platform,
and provide solutions that leave no residual effect on the environment.
The present disclosure addresses these issues by providing a transparent
liquid tube designed for real-time pathogens or contaminants detection in
a secure and dependable way. This technology can aid in the detection of
pathogens or contaminants, preventing the spread of diseases and reducing
the associated costs and risks.
BASICS OF DE3 TECHNOLOGY
The new De3 patent pending technology is based upon detection of
contaminates, allergens, pathogens, molds, algae, and micro-organisms
(all hereafter referred to as matter) from the air, surfaces, and water
sources. The entire operation is automated and managed by proprietary
machine learning algorithms. Drones, robots, and watercraft collect
matter from environments and deposit them into sample receptacles that
are connected to liquid tubes with detection devices such as lasers and
folded mirror lenses. Then computer devices that are trained to detect
all types of matter and micro-organisms such as paramecium (their mobility,
motility), colors, shapes (i.e., rods and spirals as in bacteria), and
pollutants using artificial intelligence algorithms detect in real time.
The UMMDA computer software programs "algorithms" are divided into
five applications.
-Management and Automation of the UMMDA
-Learning from malfunctions and mistakes of the UMMDA
-Training of algorithms for detection of all types of singular and cluster
of matter
-Elimination of threats to people, animals and plants using biosurfactants
-Predictive events to predict manmade and natural environmental catastrophic
events.
Users of the UMMDA are given many choices as how they desire to collect
matter or what application (algorithms) they would like to use. Users
can elect to collect matter by hand and deposit it into the sample
receptacle for evaluation or by the more expensive option of automation
utilizing remote controlled drones and robots whereby all types of
algorithms are used.
The mobile hardware components are drones, robots and watercraft and are
automated by the UMMDA. They all utilize patent pending matter collection
techniques which include but are not limited to:
The dabbing and dragging methods of fabrics that are submerged in the matter
sample reservoirs to release the matter into the liquid tube system. The user
can also utilize these methods by hand.
The user of the UMMDA also offers "accuracy options". Accuracy options are
just that, how much accuracy does the user require and what is their budget.
Accuracy of detection and the aount of time needed to perform a scan of an
indoor or outdoor environment.
The algorithms can learn from mistakes and malfunctions of the mobile
components. The operations technology is managed by algorithms for
automation of process, learning and predictive.
This method of technology starts with collecting liquid, any type of matter,
including living micro-organisms using drones, robots, and watercraft The
technology introduces either liquid, matter (or a combination of both), or
micro-organisms into a sample reservoir connected to a liquid tube inlet.
The method includes a step of withdrawing the liquid, the matter, and the
micro-organisms into the liquid tube through a sample outlet. The method
includes a step of placing the liquid, the matter, and the micro-organisms
on the sample surface of a plurality of microscope slides. The method
includes a step of illuminating the liquid, the matter, and the
micro-organisms on the sample surface of the microscope slides with a light
source. The method includes the step of intermittently pumping the liquid,
the matter, and the micro-organisms between the microscope slides. The
method includes a step of magnifying the liquid, the matter, and the
micro-organisms on the sample surface of the microscope slides with an
image enlargement device. The method includes a step of detecting the
amount of light transmitted through the liquid sample using a photodetector
and/or detecting fluorescence emitted from the liquid sample on a sample
surface of the microscope slides using a microscope. The method includes a
step of analyzing the light detected by the photodetector and/or generating
a signal indicative of the fluorescence emitted from the liquid sample on
the sample surface of the microscope slides and transferring that signal
to a computer software device to determine the presence of matter and
micro-organisms in the liquid sample. The method includes a step of
transmitting or displaying the results of the matter and micro-organism
detection. The method includes a step of controlling the operation of pumps
in the liquid tube using a control unit having a plurality of algorithms. The
method includes a step of detecting the motility and mobility of
micro-organisms, color of matter, mass of matter, and type of contaminate or
matter. The matter and micro-organisms can be in singular or combination form.
The method includes a step of forecasting a plurality of events in outdoor
and indoor environments from data obtained by methods and apparatus operations.
The present invention mainly cures and solves the technical problems existing
in the prior art. In response to these problems, the present invention provides
an apparatus and method for detecting one or more of a matter and a plurality
of micro-organisms.
All data and information gathered during the scanning and detection process
will be stored in databases for cataloging and archival purposes, analysis
reporting, and other database needs. These databases will be housed in servers
("server farms") operated by the Company and its affiliates.
All data can be protected with high-level encryption and can utilize blockchain
technology and other high-level cybersecurity technologies.
Prospective investors are encouraged to view the videos on how the UMMDA works
from our website de3.ai
WHAT WE DO
THE OVERVIEW OF DE3 TECHNOLOGY
De3 has patent pending applications with both the USPTO and WIPO.
There are 6 separate businesses and their applications that De3 offers:
-Pathogen and Contaminate Detection - Pathogen and Contaminaste Detection LLC
"Pathogen LLC"
-Database and counting of inventory using AI/ML - AI & ML LLC
-Elimination of certain microbes and contaminates - Biosurfactants LLC
-Petrix.ai - Pet and livestock applications
-GVN.ai Global Virus Network - databasing
-DE3 Predictive environment forecasting applications- 6r.ai
ELIMINATION TECHNOLOGY
Biosurfactants are compounds produced by a common bacterium, Pseudomonas
aeruginosa. Rhamnolipids are a mixture of many Rhamnolipid congeners, a family
of similar molecules. Each is composed of a (head) containing one or two
Rhamnose sugar molecule(s) and a (tail). Rhamnolipids have been studied for
more than fifty years, and in recent years the compound has enjoyed limited
use for environmental remediation, mining, petrochemical, cosmetic, and
agricultural applications.
Rhamnolipids have been granted tolerance exemption by the Environmental
Protection Agency (EPA) for use on food products. In addition, Rhamnose
is a sugar that the FDA has approved as a food additive. Rhamnolipids are
readily biodegradable and are considered to be a "green technology".
Rhamnolipid applications are a highly sought after technology because these
compounds have so many end uses (medical, agriculture, mining, cosmetics,
etc.). The natural detergent-like properties and biodegradability of
Rhamnolipids makes them an ideal natural replacement for traditional
chemicals currently used as surfactants and/or emulsifiers. Surfactants
are surface-active compounds that react with a material to reduce surface
tension. Soap is a common surfactant, and the ingredients in soap allow
dirt, bacteria, and other impurities to be lifted and washed away. One of
the challenges to Consumer Products companies today is to find more
bio-friendly materials to replace the harsh chemicals used as surfactants
in today's soaps, shampoos, body washes, and creams and body lotions.
Rhamnolipids are biodegradable, non-toxic and can be an ideal additive
to replace harsh chemicals in soaps, shampoos, face creams, etc.
Rhamnolipids in many cases will outperform their chemical counterparts in
terms of its ability to reduce surface tension.
Today, Rhamnolipids have been used to enhance mineral recovery in mining
operations, to enhance the application rate for traditional crop chemicals,
and to clean contaminated soil. Research indicates that Rhamnolipids can
improve oil well recovery and be used as an active ingredient in agriculture
applications to cure certain plant diseases.
Rhamnolipids, when formulated in accordance with trade secrets known by the
Company, have certain antimicrobial properties and can therefore be used as
an anti-biotic, anti-viral, and anti-fungal agent, or can be used to enhance
existing antimicrobial agents. These properties make the compound ideal for
medical coatings and preparations.
INDOOR CONTAMINATION AND AIR POLLUTION
Pollution is defined as the introduction into an environment indoor and
outdoor of living or nonliving matter that is harmful to living organisms.
Contamination is defined as the presence of a substance that should not be
present naturally.
An environment can be contaminated without it being polluted, but cannot be
polluted without it being contaminated.
TYPES OF POLLUTION
-Mold
-Pollen
-Tobacco smoke
-Pet Allergens
-Pesticides
-Gases such as radon and carbon monoxide
-Materials used in the building such as asbestos, formaldehyde and lead.
-Paints, paint strippers and other solvents
-Wood preservatives
-Aerosol sprays
-Cleansers and disinfectants
-Moth repellents and air fresheners
-Hobby supplies
-Dry-cleaned clothing
-Building materials and furnishings
-Office equipment such as copiers and printers, correction fluids and
carbonless copy paper
-Graphics and craft materials including glues and adhesives, permanent
markers, and photographic solutions.
EPA'S OFFICE OF RESEARCH AND DEVELOPMENT'S TOTAL EXPOSURE
ASSESSMENT
Methodology TEAM Study Volumes I through IV, completed in 1985 found
levels of about a dozen common organic pollutants to be 2 to 5 times
higher inside homes than outside, regardless of whether the homes were
located in rural or highly industrial areas.
VOLATILE ORGANIC COMPOUNDS VOCS
Volatile organic compounds VOCs are emitted as gases from certain
solids or liquids. VOCs include a variety of chemicals, some of which
may have short and long term adverse health effects. Concentrations of
many VOCs are consistently higher indoors up to ten times higher than
outdoors. VOCs are emitted by a wide array of products numbering in the
thousands.
Organic chemicals are widely used as ingredients in household products.
Paints, varnishes, and wax all contain organic solvents, as do many
cleaning, disinfecting, cosmetic, degreasing and hobby products. Fuels
are made up of organic chemicals. All of these products can release
organic compounds while you are using them, and, to some degree, when
they are stored. Studies have found that levels of several organics
average 2 to 5 times higher indoors than outdoors. During and for
several hours immediately after certain activities, such as paint
stripping, levels may be 1,000 times more than outdoor levels.
Health effects may include:
-Eye, nose, and throat irritation
-Headaches, loss of coordination and nausea
-Damage to liver, kidney, and central nervous system
Some organics can cause cancer in animals, some are suspected or known
to cause cancer in humans. Key signs or symptoms associated with exposure
to VOCs include:
-Conjunctival irritation
-Nose and throat discomfort
-Headache
-Allergic skin reaction
-Dyspnea
-Declines in serum cholinesterase levels
-Nausea
-Emesis
-Epistaxis
-Fatigue
-Dizziness
The ability of organic chemicals to cause health effects varies greatly
from those that are highly toxic, to those with no known health effect.
As with other pollutants, the extent and nature of the health effect
will depend on many factors including level of exposure and length of
time exposed. Among the immediate symptoms that some people have
experienced soon after exposure to some organics include:
-Eye and respiratory tract irritation
-Headaches
-Dizziness
-Visual disorders and memory impairment
RISK FACTORS
General risk
An investment in the Shares is inherently risky, and potential investors
must be prepared to accept a total loss of their investment or substantial
time interval until they may be able to realize any return on their
investment, if ever.
AN INVESTMENT IN THE SERIES IS NOT SUITABLE FOR ANY PERSON WHO COULD HAVE A
NEED AT ANY TIME FOR A RETURN ON OR LIQUIDITY IN THEIR INVESTMENT.
The Company undertakes no responsibility to confirm the suitability of a
purchase of the Shares for any person or entity and the Company will
conclusively rely on the representations made by each investor in the
Subscription Agreement. Any and all information in this offering that
includes but is not limited to, opinions, statements, and ideas may
change at any time and without notification. Some of the information
contained herein was obtained from sources believed to be accurate.
De3 Inc. and its associates will not be held liable for any inaccuracies.
You should carefully consider the risks described below before making an
investment decision. You should also refer to the other information in
this prospectus. The risks and uncertainties described below are not the
only risks and uncertainties De3 Inc "De3" faces, but each entity that
De3 owns also faces uncertainties as listed in this offering. Additional
risks and uncertainties not presently known to the Company or its
affiliates or that the Company currently deems immaterial also may
impair its business operations. If any of the following risks actually
occur, De3's business, the businesses of its affiliates and the results
of operations, and financial condition could suffer. In that event you
may lose all or part of your investment in the Shares.
There are many risks involved in investing in new issue securities such
as our company. The following risk factors are not meant to be all
encompassing, but rather highlight some of the more significant factors
that investors face in investing in our company.
The information contained herein is not intended as a discussion of the
merits of the artificial intelligence and biosurfactant industries, but
an overview of emerging technologies and applications that may mature.
You must perform your own evaluation or what that of industry
professionals of whether purchasing securities in this offering is
consistent with yourinvestment objectives, risk tolerance, and
financial situation.
There are a variety of risk factors typically associated with investing
in new companies in new industries, any one of which may have a material
and adverse effect on if the company will in fact achieve success in the
marketplace. These include the following:
Company's Lack of Operating History
A Company that engages in a public offering may be in the early stages of
development with a history of no revenues and may operate at a loss for
quite some time and are typically subject to the difficulties,
uncertainties, and risks associated with the establishment of a new
business such as gaining market share, artificial intelligence capability
and acceptance in the public domain, limited product lines, lack of
marketing expertise, the existence of more experienced or better
capitalized competition, and reliance on a few large suppliers or
customers.
No Prior Market for our Common Stock Determination of Offering Price
Potential Volatility
Prior to an offering, there is generally no public market for an issuer's
common stock and there can be no assurance that an active trading market
will develop or be sustained following the offering. The offering price
of securities stated in this offering was determined by what is needed
to enter the industry and that may change.
Dilution
If the stock of the company does trade, the securities may be subject to
significant fluctuations in response to numerous factors such as lack of
liquidity, general market volatility, and other factors unrelated to the
operating performance of the company.
Additional Financing
A company that operates at a loss or with limited cash flow following an
offering will generally be required to secure additional financing in
order to fund its operation. If the issuer decides to issue additional
equity securities, it is possible that their issuance will result in
dilution of the interests of existing shareholders, including those who
had purchased in this offering.
To the extent that the issuer incurs indebtedness, the issuer will be
subject to certain risks including interest rate fluctuations and
inability to generate sufficient cash flow to make scheduled payments.
In addition, indebtedness generally ranks prior to the common stock of
an issuer for purposes of distributing the issuer's assets in the event
of bankruptcy.
There is also the possibility that the issuer will be unable to locate
financing on satisfactory terms or may be required to significantly
curtail its operations.
Dependence on Key Personnel
An issuer is often highly dependent on the services of key technical
and management personnel and loss of their services could have a material
adverse effect on the issuer's business or operations.
Proprietary Rights and Licenses
Because our company depends on patent protection and proprietary trade
secrets in our operations, our success is directly related to our ability
to obtain and enforce intellectual property protection for such technology
if granted. There exists the possibility that certain patents would not be
sufficiently broad to protect key aspects of our business, so that
competitors would be able to duplicate our processes or that patent laws
would not provide effective legal or injunctive remedies to prevent
infringement.
Patents are also frequently challenged, invalidated, or circumvented by
competitors; litigation of patent or infringement claims may result in
substantial cost and diversion of resources.
Business Expansion interruption or not obtained
Rapid and substantial demand for our products may lead to delays in filling
orders and meeting scheduled scans. Such delays, if recurring, can increase
the risk that customers will cancelour services and seek other options. To
the extent that our company seeks to expand to meet demand, the costs and
ability of doing so may be underestimated.
Dependence on Key Suppliers
Our company relies significantly on a limited group of suppliers to obtain
product components or materials. If our company is unable to obtain
sufficient quantities or such components or materials fail to meet
specifications, delays or reductions in shipments may hamper our ability to
keep deadlines and meet client expectations. We nay not recover from this
type of damage to our reputation.
Dependence on Limited Number of Customers
Our primary customer base is limited to a small number of customers for
lack of resources, loss of any one of which could have a material adverse
effect on our business and financial condition.
Competition
Companies experience significant competition in their product lines from
other companies, including larger companies which have access to greater
financial, technical, and other resources. It may be difficult for our
company to continue to make investments necessary to maintain its
competitive position.
Rapid Technological Change
Companies in the present technology field of artificial intelligence face
constant technology innovations from other entities. Our technology is
subject to future technologies will render our products or technologies
obsolete. Our company may be unable to develop or introduce new products
or enhancements to existing products and processes in a timely manner to
achieve market acceptance, satisfy client needs or compete with new
technological innovations.
RISKS RELATED TO PATHOGEN AND CONTAMINATE DETECTION LLCS BUSINESS
Pathogen and Contaminate Detection LLC has no experience in developing
products.
Pathogen and Contaminate Detection LLC has not yet developed or
commercialized any products on its own. Pathogen and Contaminate
Detection LLC's "Pathogens LLC" may not be able to successfully market
or sell any products or services. Pathogens LLC applications relating to
detection and elimination products and services may not be accepted by the
general public and corporations. The commercialization of activities may
experience competition that is better funded and has more resources in highly
skilled personnel. Also, the political, and/or, federal or state regulations
could make generating revenues extremely difficult. Pathogens LLC has no
experience with product development activities and may not be successful
in developing or commercializing any products.
Any failure or delay in obtaining regulatory approval for product candidates
could severely harm Pathogen and Contaminate Detection LLC's business.
The successful commercialization of any product candidates will depend on
regulatory approval in each market in which Pathogens LLC, its collaborators
or its licensees intend to market the applications and services. Each of
Pathogens LLC's product candidates must undergo extensive regulatory trials
as a condition to regulatory approval. Moreover, because De3 Inc and Pathogens
LLC are known in the public domain as Artificial Intelligence companies, there
may be a public backlash against them both as well as all entities listed in
this offering. Whereby to date, Pathogens LLC's has not made any revenue and
is considered a Startup company. Other risk factors to Pathogens LLC's include
but are not limited to:
-inability or the inability to obtain the necessary hardware to commence
operations;
-Delays in or inability to hire skilled management to operate Pathogens LLC
-Difficulty in maintaining skilled management;
-Poor economic environment may affect Pathogens LLC ability to succeed in
obtaining
clients who will lease the products;
-Unforeseen safety issues or field applications don't perform well; and
-Governmental or regulatory delays in AI/ML licensing if required.
Pathogen and Contaminate Detection LLC may be unable to satisfy the rigorous
government regulations relating to the development and commercialization of
its product candidates.
Any failure to receive the regulatory approvals necessary to commercialize
Pathogen and Contaminate Detection LLC's product candidates can severely
harm its business. Pathogen and Contaminate Detection LLC's product
candidates are subject to extensive and rigorous government regulation.
If Pathogen and Contaminate Detection LLC's potential products are marketed
abroad, they will also be subject to extensive regulation by foreign
governments. None of its product candidates have been approved
for sale in the United States or any foreign market, and Pathogen and
Contaminate Detection LLC has no experience in filing and pursuing
applications necessary to gain regulatory approvals overseas.
If Pathogen and Contaminate Detection LLC fails to comply with the laws and
regulations pertaining to its business, Pathogen and Contaminate Detection
LLC may be subject to sanctions, including the temporary or permanent
suspension of operations, product recalls, marketing restrictions, and civil
and criminal penalties.
Issued patents may not provide Pathogen and Contaminate Detection LLC with any
competitive advantage.
Although Pathogen and Contaminate Detection LLC has a number of issued
patents, the discoveries or technologies covered by these patents may not
have any value. In addition, issued patents may not provide commercially
meaningful protection against competitiors. Other parties may be able to
design around Pathogen and Contaminate Detection LLC's issued patents or
independently develop products having effects similar or identical to Pathogen
and Contaminant Detection LLC's patented product candidates. In addition, the
scope of PAthogen and Contaminate Detection LLC's patents is subject to
considerable uncertainty and competitors or other parties may obtain similar
patents of an uncertain scope.
Pathogen and Contaminate Detection LLC expects to incur significant expenses in
generating revenues which could cause cash flow difficulties.
RISKS RELATED TO AI AND ML LLC'S BUSINESS
AI and ML LLC has no experience in developing products.
AI and ML LLC has not yet developed or commercialized any products, it is also
considered a startup company. AI and ML LLC's business is providing database
technology for creating databases of all types of matter and creating a
platform to either license or sell the data. AI and ML LLC may not be able
to successfully develop or sell any products. AI and ML LLC's has no prior
history and is new to this industry and has no experience in
commercialization activities. AI and ML LLC has no experience with database
management and may not be successful in developing or commercializing any
product.
Clinical trials involving AI and ML LLC's product candidates may reveal that
those candidates are ineffective, are unacceptably toxic, or have other
unacceptable side effects. In addition, data obtained from tests are
susceptible to varying interpretations, which may delay, limit, or prevent
any necessary regulatory approval. Likewise, the results of preliminary
studies may not predict clinical success and larger and later-stage clinical
trials may not produce the same results as earlier-stage trials. Frequently,
product candidates that have shown promising results in early clinical
trials have subsequently suffered significant setbacks in later clinical
trials.
Because AI and ML LLC currently does not have any staff whereby staff will
need to be hired to advance it in the database industry, many seen and
unforeseen challenges exist.
Because AI and ML LLC may depend on third parties to develop certain software
applications if skilled database engineers or skilled programmers cannot be
hired due to limited finances.
If AI and ML LLC is unable to obtain these third-party services on acceptable
terms, AI and ML LLC may not be able to complete AI and ML LLC's product
development efforts in a timely manner. Also, because AI and ML LLC may
rely on third parties for assistance, it may lose some control over these
activities or be unable to manage them appropriately or may become too
dependent on these parties. These third parties may not complete the tasks
on schedule or when AI and ML LLC requests them, or the final products may
be methodologically flawed or otherwise defective. Any delays or difficulties
associated with third-party services performed may delay the development
of AI and ML LLC's product candidates.
Because AI and ML LLC has no sales or marketing capabilities, it may be
unable to successfully commercialize its potential products.
AI and ML LLC has no direct sales capabilities or marketing capabilities.
AI and ML LLC expect that in the future it will rely on its own employees,
collaborators, or other third parties to market any products that it may
develop. These resources may not be succesful in marketing AI and ML LLC's
potential products, and AI and ML LLC will have little or no control over
their marketing efforts. In addition, AI and ML LLC may co-promote its
potential products or retain marketing rights in North America to these
products. If AI and ML LLC decides to market products directly, it will
need to incur significant additional expenses and commit significant
additional management resources to develop effective sales and marketing
capabilities. AI and ML LLC may not be able to establish these
capabilities despite these additional expenditures. In addition
co-promotion, or other marketing arrangements with third parties to
commercialize potential products, could significantly limit the profit
AI and ML LLC derive from these products.
Third parties may infringe AI and ML LLC's future patents (if any) or
challenge their validity or enforceability.
Third parties may infringe on AI and ML LLC's patents or may initiate
proceedings challenging the scope, validity, or enforceability of AI
and ML LLC's patents. The issuance of patents is not conclusive as to
its scope, validity, or enforceability. Challenges that are raised in
patent infringement litigation AI and ML LLC initiates, or in
proceedings initiated by third parties, may result in determinations
that AI and ML LLC's patents have not been infringed, or that they are
invalid, unenforceable, or otherwise subject to limitations. In the
event of any such determinations, third parties may be able to use the
discoveries or technologies claimed or described in AI and ML LLC's
patents without paying licensing fees or royalties to AI and ML LLC,
which could significantly diminish the value of AI and ML LLC's
intellectual property. In addition, enforcing AI and ML LLC's patents
against third parties may require significant expenditures regardless
of the outcome of such efforts.
Furthermore, third parties may independently develop intellectual
property similar to AI and ML LLC's patented intellectual property,
which could result in, among other things, interference proceedings
in the Patent and Trademark Office in the United States, or the
equivalent proceeding in countries where AI and ML LLC may have secured
patents to determine priority of discovery or invention. Interference
proceedings could result in the loss of or significant limitations on
patent protection for AI and ML LLC's discoveries of technologies.
Responding to interference proceedings or other challenges initiated
by third parties may require significant expenditures and divert the
attention of AI and ML LLC's management and key personnel from other
business concerns.
AI and ML LLC may be subject to patent infringement claims, which
could result in substantial costs and liability and prevent it from
commercializing its potential products.
Third parties may claim that AI and ML LLC's potential products or
related technologies infringe their patents. Patent litigation is very
common in the biopharmaceutical industry. Any patent infringement claims,
or similar legal impediments that might be brought against AI and ML LLC,
may cause AI and ML LLC to incur significant expenses, divert the
attention of AI and ML LLC's management and key personnel from other
business concerns, and, if successfully asserted against AI and ML LLC,
require AI and ML LLC to pay substantial damages. In addition, as a result
of a patent infringement suit, AI and ML LLC may be forced to stop or
delay developing, manufacturing or selling potential products that are
claimed to infringe a patent covering a third party's intellectual property
unless that party grants AI and ML LLC the right to use its intellectual
property. AI and ML LLC may be unable to obtain these rights on terms
acceptable to us, if at all. Even if AI and ML LLC were able to obtain
rights to a third party's patented intellectual property, these rights
may be non-exclusive, and therefore AI and ML LLC's competitors may be
able to obtain access to the same intellectual property. Ultimately, AI
and ML LLC may be unable to commercialize its potential products or may
have to cease some of its business operations as a result of patent
infringement claims, which could severely harm AI and ML LLC's business.
Issued patents may not provide AI and ML LLC with any competitive
advantage or provide meaningful protection against competitors.
Issued patents may not provide AI and ML LLC with any competitive advantage.
Although AI and ML LLC has a number of issued patents, the discoveries or
technologies covered by these patents may not have any value. In addition,
issued patents may not provide commercially meaningful protection against
competitors. Other parties may be able to design around AI and ML LLC's
issued patents or independently develop products having effects similar
of identical to AI and ML LLC's patented product candidiates. In
addition, the scope of AI and ML LLC's patents is subject to considerable
uncertainty and competitors, or other parties may obtain similar patents
of an uncertain scope.
AI and ML LLC expects to incur significant expenses in applying for
patent protection and prosecuting its patent applications.
AI and ML LLC may fail to secure meaningful patent protection relating to
any of its existing or future product candidates, discoveries, or
technologies despite the expenditure of considerable resources. If
future changes in the United States foreign patent laws complicate or
hinder AI and ML LLC's efforts to obtain patent protection, the costs
associated with patent prosecution may increase significantly.
AI and ML LLC may be unable to protect its unpatented proprietary
technology and information.
In addition to AI and ML LLC's patented intellectual property, AI and ML
LLC also relies on unpatented technology, trade secrets, and confidential
information. AI and ML LLC may not be able to effectively protect its
rights to this technology or information. Other parties may independently
develop equivalent technologies or independently gain access to and disclose
substantially equivalent information. Disputes may arise about inventorship,
corresponding rights to know-how, and inventions resulting from the joint
creation or use of intellectual property by AI and ML LLC and its corporate
partners, licensees, scientific and academic collaborators, and consultants.
AI and ML LLC has entered into with these parties and with their employees
and advisors may not provide effective protection of AI and ML LLC's
technology, or information or in the event of unauthorized use or
disclosure, may not provide adequate remedies.
AI and ML LLC may not be able to generate any revenue from product candidates
developed by collaborators or licensees if they are unable to successfully
develop those candidates.
AI and ML LLC may be unable to derive any value from product candidates
developed by collaborators or licensees. AI and ML LLC's ability to generate
revenues from existing or future collaborations and license arrangements is
subject to numerous risks, including but not limited to:
-the possibility that AI and ML LLC's collaborators or licensees lack
sufficient financial, technical, or other capabilities to develop these
product
candidates;
-the length of time that it takes for AI and ML LLC's collaborators or
licensees to achieve various clinical development and regulatory approval
milestones;
-the possibility that these product candidates may not be effective or
may prove to have undesirable side effects, unacceptable toxicities or
other characteristics that preclude regulatory approval or prevent or
limit commercial use.
AI and ML LLC expects to incur losses over the next several years and
AI and ML LLC may never become profitable.
AI and ML LLC is in the early stages of development as an independent
company, and it will be a number of years, if ever, before AI and ML
LLC generate any revenues from AI and ML LLC's own product sales. AI
and ML LLC's revenues from products developed in house or through
collaborative and licensing arrangements are insufficient to cover
its operating expenses, and it may never generate revenues from these
or any future arrangements sufficient to cover these expenses. In
addiotion, AI and ML LLC will continue to incur substantial expenses
relating to its research and development and marketing efforts AI and
ML LLC anticipates that these expenses will increase as it focuses
on the laboratory tests and clinical trials required to bring new
products to market. The development of AI and ML LLC's product
candidates will require significant further research, development,
testing, regulatory approvals, and significant investments in
advertising and marketing. AI and ML LLC may not be able to complete
such development or succeed in developing products that will generate
revenues that will justify the costs of development.
If AI and ML LLC does not obtain substantial additional funding on
acceptable terms, it may not be able to continue to grow its business
or generate enough revenue to recover its investment in research and
development, or the investment in producing inventory for resale.
AI and ML LLC's business does not currently generate the cash needed
to fincance its operations. AI and ML LLC anticipates that it will
continue to expend substantial funds on its research and development
programs, and product development. AI and ML LLC expects that these
expenditures will increase significantly over the next several years
as it continues to hire additional employees, expand its development
activities, and begin additional clinical trials. AI and ML LLC will
need to seek additional funding through public or private financing,
including equity financing, and through other arrangements, including
collaborative and licensing arrangements. Poor financial results,
unanticipated expenses, or unanticipated opportunities that require
financial commitments could give rise to additional financing
arrangements sooner than AI and ML LLC expects. However, financing
may be unavailable when AI and ML LLC need it or may not be available
on acceptable terms. IF AI and ML LLC raise additional funds by
issuing equity or debt securities, the percentage ownership of its
existing shareholders will be diluted, and these securities may have
rights superior to those of AI and ML LLC's common stock. IF AI and ML
LLC is unable to raise additional funds when it needs them, AI and ML
LLC may be required to delay, scale back, or eliminate expenditures
for some of AI and ML LLC's research or development programs. AI and
ML LLC may also be required to grant rights to third parties to develop
and market product candidates that it would prefer to develop and
market internally, and such rights may be granted on terms that are not
favorable to AI and ML LLC.
RISKS RELATED TO BIOSURFACTANT BUSINESS
Biosurfactants LLC has no experience in developing products.
Biosurfactants LLC has not yet developed or commercialized any
products on its own. Biosurfactants LLC contributions to the discovery
or development of pre-production trade secrets related to the production
of Rhamnolipids do not indicate that Biosurfactants LLC will be able
to successfully develop products alone. Biosurfactants LLC has no
experience with product development activities and may not be successful
in developing or commercializing any products. Biosurfactants LLC has
not produced any type of biosurfactnat.Biosurfactnats LLC may have to
rely upon third party biosurfactant producers and costs may be very
expensive which may result in losses that Biosurfactants LLC cannot
withstand financially.
Biosurfactants LLC management team has no experience.
Biosurfactants LLC current management team has no direct production
experience and will have to hire expertise to help develop products
and markets. There is no guarantee that industry personnel can be hired,
nor that the team assembled will be effective at rolling out
Biosurfactants LLC products.
Customer trials (if any) may fail to demonstrate the safety and
effectiveness of Biosurfactants LLC product, which could prevent or
significantly delay their future use.
Customer trials involving Biosurfactants LLC product may reveal that
those products are ineffective, are unacceptably toxic, or have other
unacceptable side effects for the customers' end use application and
accordingly, Biosurfactants LLC may not be able to sell products to
some or all outside customers.
Because Biosurfactants LLC currently does not have the capability to
manufacture materials for commercial sale, it will rely on third
parties to manufacture its potential products. Biosurfactants LLC may
be unable to obtain the required quantities in a timely manner or on
acceptable terms, if at all.
Biosurfactants LLC currently does not have the manufacturing
facilities necessary to produce materials for commercial sale.
Biosurfactnats LLC intends to rely on collaborators and
third-party contract manufacturers and suppliers to produce or
provide the quantities of materials needed. Biosurfactants LLC will
rely on these manufacturers and suppliers to deliver materials on a
timely basis and to comply with regulatory requirements through its
facilities inspection program. These manufacurers and suppliers may
not be able to meet Biosurfactants LLC needs with respect to timing,
quantity, or quality of materials, and may fail to satisfy applicable
regulatory requirements with respect to the manufacturing of these
materials. In addition, agreements that Biosurfactants LLC has
entered into with third-party contract manufacturers in the past
contain, and any contracts that Biosurfactants LLC enter into with
third-party contract manufacturers in the future, may contain
limitations on the quantities of materials that such manufacturers
will produce. Biosurfactants LLC may not be able to increase or
decrease the supply of materials based on unanticipated changes in
demand. If Biosurfactants LLC is unable to contract for a sufficient
supply of needed materials on acceptable terms, or if Biosurfactants
LLC encounters delays in the delivery of materials from, or
difficulties in its relationships with manufacturers, Biosurfactants
LLC ability to supply outside parties may be hampered or delayed.
Because Biosurfactants LLC will depend on third parties to perform
production and packaging, Biosurfactants LLC may encounter delays in
or lose some control over its efforts to deliver products.
Biosurfactants LLC will rely on third parties to develop production
capabilities, and to produce ongoing quantities of Biosurfactants
LLC's product. If Biosurfactants LLC is unable to obtain these
services on acceptable terms, Biosurfactants LLC may not be able to
complete its product development and/or production efforts in a
timely manner. Also, because Biosurfactants LLC will rely on third
parties for laboratory tests, clinical trials, and production of
finished product, it may lose some control over these activities or
be unable to manage them appropriately or may become too dependent
on these parties. These third parties may not complete the tests,
trials, or production on schedule or when Biosurfactants LLC
requests, and the tests, trials or production may be methodologically
flawed or otherwise defective. Any delays or difficulties associated
with third-party services performed may delay the development of its
product candidates.
Because Biosurfactants LLC has no sales or marketing capabilities,
it may be unable to successfully commercialize its potential products.
Biosurfactants LLC has no direct sales capabilities or marketing
capabilities. Biosurfactants LLC expects that in the future it will
rely on its own employees, collaborators or other third parties to
market any products that it may develop. These third parties may not
be successful in marketing Biosurfactants LLC's potential products,
and Biosurfactants LLC will have little or no control over their
marketing efforts. In addition, Biosurfactants LLC may co-promote
its potential products or retain marketing rights into these products.
If Biosurfactants LLC decides to market products directly, it will
need to incur significant additional expenses and commit significant
additional management resources to develop effective sales and
marketing capabilities. Biosurfactants LLC may not be able to establish
these capabilities despite these additional expenses. In addition,
co-promotion or other marketing arrangements with third parties to
commercialize potential products could significantly limit the profits
Biosurfactants LLC derives from these products.
Third parties may compete in Biosurfactants LLC's markets.
Third parties may infringe Biosurfactants LLC's markets. Presently,
Biosurfactants LLC does have patent protection for the use of
Biosurfactants. While there appears to be no limiting intellectual
property to prevent Biosurfactants LLC from pursuing the market,
there can be no guarantee that competitors will not enter the
marketplace with intellectual property covering Rhamnolipid technology,
or more resources than Biosurfactants LLC. These competitors may be
able to take market share from Biosurfactants LLC. Further, there
could be other technologies (existing or newly developed) that
compete against Biosurfactants LLC's technology for market share,
or perhaps obsolete Biosurfactants LLC's technology.
Biosurfactants LLC may be subject to patent infringement claims,
which could result in substantial costs and liability and prevent
it from commercializing its potential products.
Third parties may claim that Biosurfactants LLC's potential products
or related technologies infringe their patents. Patent litigation is
very common in the biotechnology industry. Any patent infringement
claims or similar legal impediments that might be brought against
Biosurfactants LLC may cause Biosurfactants LLC to incur significant
expenses, divert the attention of Biosurfactants LLC's management and
key personnel from other business concerns, and, if successfully
asserted against Biosurfactants LLC, require Biosurfactants LLC to
pay substantial damages. In addition, as a result of a patent
infringement suit, Biosurfactants LLC may be forced to stop or delay
developing, manufacturing or selling potential products that are
claimed to infringe a patent covering a third party's intellectual
property unless that party grants Biosurfactants LLC the right to use
its intellectual property. Biosurfactants LLC may be unable to obtain
these rights on acceptable terms,if at all. Even if Biosurfactants LLC
were able to obtain rights to a third party's patented intellectual
property, these rights may be non-exclusive, and therefore
Biosurfactants LLC's competitors may be able to obtain access to the
same intellectual property. Ultimately, Biosurfactants LLC may be
unable to commercialize its potential products, or may have to cease
some of its business operations as a result of patent infringement
claims, which could severely harm Biosurfactants LLC's business.
Biosurfactants LLC may be unable to protect its unpatented
proprietary technology and information.
Biosurfactants LLC also relies on unpatented technology, trade secrets,
and confidential information. Biosurfactants LLC may not be able to
effectively protect its rights to this technology or information.
Other parties may independently develop equivalent technologies or
independently gain access to and disclose substantially equivalent
information. Disputes may arise about inventorship, corresponding
rights to know-how, and inventions resulting from the joint creation
or use of intellectual property by Biosurfactants LLC and its
corporate partners, licensees, scientific and academic collaborators,
and consultants. In addition, confidentiality agreements and material
transfer agreements Biosurfactants LLC has entered into with these
parties, and with employees and advisors, may not provide effective
protection of Biosurfactants LLC's technology or information or, in
the event of unauthorized use or disclosure, may not provide adequate
remedies.
Biosurfactants LLC may not be able to generate any revenue from
products developed for resale.
Biosurfactants LLC expects to incur losses over the next several
years and Biosurfactants LLC may never become profitable.
Biosurfactants LLC is in the early stages of development as an
independent company, and it will be a number of years, if ever, before
Biosurfactants LLC generates any revenues from Biosurfactants LLC's
own product sales. Biosurfactants LLC's revenues from products developed
in house or through collaborative arrangements are insufficient to cover
its operating expenses, and it may never generate revenues from these or
any future arrangements sufficient to cover these expenses. In addition,
Biosurfactants LLC will continue to incur substantial expenses relating
to its research and development, production, and marketing efforts.
Biosurfactants LLC anticipates that these expenses will increase as it
focuses on industrial scale production capability, and as it continues
to develop more cost-effective production bacterial strains, and
production techniques. Biosurfactants LLC may not be able to complete
such a development or succeed in developing products that will generate
revenues that will justify the costs of development.
If Biosurfactants LLC does not generate sufficient operating cash,
or obtain substantial additional funding on acceptable terms, it may
not be able to continue to grow its business or generate enough revenue
to recover its investment in research and development, or the investment
in producing inventory for resale.
Biosurfactants LLC's business does not currently generate the cash
needed to finance its operations. Biosurfactants LLC anticipates that
it will continue to expend substantial funds on its research and
development programs, and product development. Biosurfactants LLC expects
that these expenditures will increase significantly over the next several
years as it continues to hire additional employees, expand its development
activities, and begin commercial production. Absent operating cash flow,
Biosurfactants LLC will need to seek additional funding through public or
private financings, including equity financings, and through other
arrangements, including collaborative and licensing arrangements. Poor
financial results, unanticipated expenses, or unanticipated opportunities
that require financial commitments could give rise to additional financing
requirements sooner than Biosurfactants LLC expects. However, financing may
be unavailable when Biosurfactants LLC needs it or may not be available on
acceptable terms. If Biosurfactants LLC raises additional funds by issuing
equity or debt securities, the percentage ownership of its existing
shareholders may be diluted, and these securities may have rights superior to
those of Biosurfactants LLC's common stock. If Biosurfactants LLC is unable
to raise additional funds when it needs them, Biosurfactants LLC may be
required to delay, scale back, or eliminate expenditures for some of
Biosurfactants LLC's research or development programs. Biosurfactants
LLC may also be required to grant rights to third parties to develop
and market product candidates that it would prefer to develop and market
internally, and such rights may be granted on terms that are not favorable
to Biosurfactants LLC.
Biosurfactants LLC may be subject to credit risks associated with its
accounts receivable.
Biosurfactants LLC as an application of Rhamnolipids for resale may offer
credit terms to its clients. Biosurfactants LLC will in those cases, be
assuming the credit risk of the customer's orders and if the customer were
not able to pay, or to pay on time, then Biosurfactants LLC's business may be
impaired.
RISKS RELATED TO INTELLECTUAL PROPERTY
Third parties may infringe De3s Biosurfactant patent applications or
challenge their validity or enforceability if any patents are filed and
granted.
Third parties may infringe De3s Biosurfactant patent applications or may
initiate proceedings challenging the scope, validity, or enforceability of
its patents (if granted), or its ability to produce and sell its products.
The issuance of a patent is not conclusive as to its scope, validity, or
enforceability if De3s Biosurfactant patent applications decides to file
patents. Challenges that are raised in patent infringement litigation De3
initiates or in proceedings initiated by third parties may result in
determinations that De3 patents (which are licensed from IP corporations)
have not been infringed or that they are invalid, unenforceable, or
otherwise subject to limitations. In the event of any such determinations,
third parties may be able to use the discoveries or technologies claimed or
described in De3 patents without paying licensing fees or royalties to it,
which could significantly diminish the value of its intellectual property
if any are filed. In addition, enforcing De3 patents against third parties
may require significant expenditures regardless of the outcome of such efforts.
Furthermore, third parties may independently develop intellectual property
similar to the filed patent applications from Detection Inc and
Decontamination and Cleaning using AI Inc. and their trade secrets, which
could result in, among other things, loss of business. Interference
proceedings could result in the loss of or significant limitations on patent
protection for discoveries or technologies. Responding to interference
proceedings or other challenges initiated by third parties may require
significant expenditures and divert the attention of management and key
personnel from other business concerns.
Detection Inc and Decontamination and Cleaning using AI Inc. may be
subject to patent infringement claims, which could result in substantial
costs and liability and prevent it from commercializing its potential
products.
Third parties may claim that Detection Inc and Decontamination and
Cleaning using AI Inc. related technologies infringe their patents.
Patent litigation is very common. Any patent infringement claims or
similar legal impediments that might be brought against Detection Inc
and Decontamination and Cleaning using AI Inc. may cause significant
expenses, divert the attention of management and key personnel from other
business concerns, and, if successfully asserted require Detection Inc and
Decontamination and Cleaning using AI Inc. to pay substantial damages. In
addition, as a result of a patent infringement suit, Detection Inc and
Decontamination and Cleaning using AI Inc. may be forced to stop or delay
developing further technology that are claimed to infringe a patent covering
a third party's intellectual property unless that party grants De3 right to
use its intellectual property. De3 may be unable to obtain these rights on
terms acceptable, if at all. Even if De3 were able to obtain rights to a
third party's patented intellectual property, these rights may be
non-exclusive, and therefore De3 competitors may be able to obtain access to
the same intellectual property. Ultimately, De3 may be unable to
commercialize its potential products or may have to cease some of its
business operations as a result of patent infringement claims, which could
severely harm De3s business.
Issued patents may not provide Detection Inc and Decontamination and
Cleaning using AI Inc. with any competitive advantage or provide meaningful
protection against competitors.
If and/ or when issued, patents may not provide De3Inc on behalf of
Detection Inc and Decontamination and Cleaning using AI Inc. with any
competitive advantage. Although Detection Inc and Decontamination and
Cleaning using AI Inc. presently has no issued patents, however, management
contemplates that there may be some future discoveries or technologies that
may be subject to patent in the future. There can be no assurances that
Detection Inc and Decontamination and Cleaning using AI Inc. will develop
such patents and if these future patents are awarded, value may be limited.
In addition, issued patents may not provide commercially meaningful
protection against competitors. Other parties may be able to design around
Detection Inc and Decontamination and Cleaning using AI Inc. issued patents
or independently develop products having effects similar or identical to
Detection Inc and Decontamination and Cleaning using AI Inc. patented
product candidates. In addition, the scope of Detection Inc and
Decontamination and Cleaning using AI Inc. patents is subject to
considerable uncertainty and competitors or other parties may obtain
similar patents of an uncertain scope.
Detection Inc and Decontamination and Cleaning using AI Inc. expects to
incur significant expenses in applying for patent protection and
prosecuting its patent applications worldwide.
As of the date of this offering, Menteso, a patent advisor to Detection
Inc and Decontamination and Cleaning using AI Inc., estimates that
$500,000.00 will be needed to apply for (application is no guarantee of
obtaining the patents worldwide) patent protection worldwide.
Detection Inc and Decontamination and Cleaning using AI Inc. may fail to
secure meaningful patent protection relating to any of its existing or
future product candidates, discoveries, or technologies despite the
expenditure of considerable resources. If future changes in United States or
foreign patent laws complicate or hinder Detection Inc and Decontamination
and Cleaning using AI Inc. efforts to obtain patent protection, the costs
associated with patent prosecution may increase significantly.
Detection Inc and Decontamination and Cleaning using AI Inc. may be unable
to protect its unpatented proprietary technology and information.
In addition to Detection Inc and Decontamination and Cleaning using AI
Inc. patented intellectual property, it also relies on unpatented
technology, trade secrets, and confidential information. Detection Inc and
Decontamination and Cleaning using AI Inc. may not be able to effectively
protect its rights to this technology or information. Other parties may
independently develop equivalent technologies or independently gain access
to and disclose substantially equivalent information. Disputes may arise
about inventorship, corresponding rights to know-how, and inventions
resulting from the joint creation or use of intellectual property by
Detection Inc and Decontamination and Cleaning using AI Inc. and its
corporate partners, licensees, scientific and academic collaborators, and
consultants. In addition, confidentiality agreements and material transfer
agreements Detection Inc and Decontamination and Cleaning using AI Inc.
may enter into with these parties and with their employees and advisors
may not provide effective protection of Detection Inc and Decontamination
and Cleaning using AI Inc. technology or information or, in the event of
unauthorized use or disclosure, may not provide adequate remedies.
INDUSTRY RISKS
All the industries that De3, Biosurfactant LLC, AI and ML LLC, Pathogen
and Contaminate Detection LLC, Petrix.ai, GVN.ai, Detection Inc and
Decontamination and Cleaning using AI Inc. operate in are new. Artificial
Intelligence, Machine Learning, Drones, Robots, Watercraft, Magnifying
lenses, Lasers, Cantilevers, pumps, Liquid Tubes, receptacles,
Biosurfactants, counting using machines, and algorithms have all been
used for many years prior to the companies listed above. Any and all
entities listed above, the hardware and software utilized by the entities
have been practiced long before the formation of the entities and the
development of the technology. There is a substantial risk and chance that
no revenues can be generated and some or all of the companies/entities end
up in bankruptcy court.
Many of the competitors to the companies/entities listed above
"companies/entities" have substantially greater capabilities and resources
than these companies/entities have at the present time and such competitors
may be able to develop and commercialize products before they do and control
their specific markets and industries.
The companies/entities may be unable to compete successfully against their
current or future competitors. The companies/entities will increase in the
future. The companies/entities may also face competition from entities
developing better products and technology.
Limited Management Experience
The companies/entities and their respective managements have no specific
experience operating or managing an enterprise of the Company's nature.
Rather, De3 founder has been engaged principally in the securities and
consulting businesses.If the founder is unable to hire or retain personnel
or to successfully operate the companies/entities, the investor may
experience material losses.
Time Devoted to Company
The Company is a new venture and has one full-time employee, the founder.
The others assisting and running the LLCs are part time and are independent
contractors.
The founder intends to devote all his time to De3 until such time as the
Company has raised enough capital to hire competent management and has
implemented its business plans for each of the businesses. In addition,
the Company does not intend to hire personnel necessary until such time
as the Company has raised enough capital to secure professionals, and
adequately task the workforce. The Company's founder will focus his
efforts for the Company on capital raising activities. Accordingly,
until such time as the Company has received adequate capital to move
the businesses forward, the founder and independent contractors will
be engaged principally in start-up and organizational activities
including but not limited to fund raising, patent filings and
maintenance, and where appropriate additional research.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Shares offered
hereby in this Offering will be used for the purposes set forth below,
assuming the Company's are able to raise the full $20,000,000 sought
in this Offering. These are estimates and not binding and may change
at any time. It may also be possible that the company "De3" and or
its affiliates (IP companies and LLCs) will require further funds
and fundraising in the future. Investors may experience dilution of
their shares.
Before listing the use of proceeds, it is important to note that some
businesses such as counting using AI/ML and or elimination applications
(biosurfactants) may not be needed and or utilized and just matter
detection may be the only application that is utilized by prospective
clients. For this reason, the use of proceeds is for advancing all
aspects of UMMDA technology. Secondary applications may not get funded.
If enough capital is raised, a biosurfactant facility will be built and
could supply biosurfactants for the elimination of certain microbes and
contaminates. The costs of building and producing biosurfactants may be
over $100,000,000, De3 does not know what the costs are yet. A study
using trade secrets in Florida is needed to determine the costs.
The focus now is the UMMDA. For purposes of this offering, each UMMDA
will be a unit. To a user, the unit scans indoor and outdoor environments.
There are several versions of each unit whereby unit versions are defined
by manual, a hybrid of manual and automation or the most expensive
versions are fully automated and are used by law enforcement and the
military for deadly microbes and biological germs.
There are two forms of detection applications that a unit can use,
continual and closed.
A continual application is when a unit is placed in a hospital room and
the unit only evaluates the matter in that closed room.
A continual application is when a unit has two open ends, an "inlet"
and an "outlet", that is not closed where a continual evaluation is
utilized such as where all liquid/matter that is pumped into the
liquid is new. The outlet can be miles away from the inlet for new
material to be constantly pumped into the unit.
Unit versions and costs range
Fully Manual version. Used for residences by a user(s) whereby matter
is obtained by fabric that is used to wipe surfaces and rinsed in a
sample receptacle that is connected to a liquid tube.
These units do not come equipped with drones and robots for collecting
microbes and the algorithms are only trained for allergens, molds, and
contaminates.
Top End units are fully automated units that utilize drones and all
types of proprietary algorithms for detection of all types of matter
with a high accuracy within a short duration of time. The longer the
liquid tube the more detection devices can be utilized. With our new
technology, the artificial Intelligence platform will increase the
speed of the pumps and increase the magnification of matter whereby
time is decreased but costs and hardware components in the unit are
increased.
The top end units are equipped with all algorithms available.
These units are fully automated and included in the price of delivery,
setup and breakdown and return of equipment.
The company bases its costs on time and area.
Unit costs are internal. Due to the secrecy of the De3s cost structure,
the following is an outline of general costs to advance De3 to projected
revenue growth. For detailed costs, a non-disclosure must be filed.
Total- low end, middle, and high-end units 37 and expenses .....$6,604,000
Low end version- Total of sixty-seven units. (15)
Middle version - Total of eighty-five units. (19)
High end version - Total of three units. (3)
Software upgrades/programmers/engineers.........................$2,000,000
UMMDA units- 37 total units/hardware costs .....................$2,600,000
20 Drones, 15 robots, 2 watercraft
including lasers, mechanical arms, and LIDAR ...................$1,400,000
Twenty -3D printers to produce embedded liquid tubes, drone
and robot parts, pump accessories...............................$1,200,000
Hardware. Includes but is not limited to laptops, liquid tube
accessories, lasers, lenses, pumps, housing, power devices etc..$3,200,000
Staff ..........................................................$1,000,000
Ancillary costs ................................................$1,400,000
USPTO and WIPO conversion from provisional to non-provisional
filings was completed in May 2023. WIPO costs to seek worldwide
UMMDA protection from patent advisor Menteso is $430,000 for
all PCT and non-PCT countries. Menteso's fee is $74,000.00
Total Patents costs ............................................$504,000
EXPECTED REVENUES
Manual unit
For an average home, which includes a garage, 3 floors (ground floor,
upstairs and attic) and a yard- the square footage is usually between
1,000 and 15,000 square feet. A one-time deposit payment for $998.00
is paid before delivery. Costs are weekly at $400 per week with a
discount monthly rate of $1,400.00. The user is required to collect
matter manually to deposit it into the sample receptacle for evaluation.
Each manual unit has a username and password to connect to the De3
webpage for instructions from the De3 chatbot.
The results from the unit can be reported hourly, daily, or monthly by
text, in written form or verbally from the De3 Chatbot.
Hybrid unit- manual with some automation whereby drones and robots can be
used to collect matter for evaluation. Costs are the basic $400.00 per
week for the liquid tube and receptacle with an additional $220 per week
for the drone and robot. If a body of water is located on the property,
watercraft is also used.
High end units are fully automated and can report per minute and can
accommodate over 100,000 square feet per unit. The unit will on average
be at least 25 feet in length and maintain numerous detection devices.
Costs range from $25,000.00 per week and can be used in municipal
buildings and police stations. Deposits vary for these units.
Overview of Proformas
The projected revenues for the purposes of this offering are divided
by leasing revenues for 5 years.
It is contemplated that De3 may seek to franchise the hardware and
license the software in year 3.
For detailed De3 proformas, a non-disclosure must be signed.
Year 1............................$33,500,000
Low end "Residential" revenues....$7,000,000
Middle "Corporate" revenues.......$23,000,000
High end $3,500,000
Year 2............................$80,000,000
Low end "Residential" revenues....$12,000,000
Middle "Corporate" revenues.......$23,000,000
High end..........................$45,000,000
Year 3............................$230,000,000
Low end "Residential" revenues....$25,000,000
Middle "Corporate" revenues.......$90,000,000
High end..........................$115,000,000
MANAGEMENT
The founder of De3 Inc. is Keith Louis De Santo. Keith has a Bachelor
of Science in Mathematics form Northeastern University in Boson MA.
Keith has worked in the financial Industry since graduating college
and has since owned Goldes Securities CRD 115-248, a FINRA registered
Broker Dealer. Keith also owns Rhamnolipid, Inc., a Biosurfactant company
and can be viewed at www.rhamnolipid.com Keith owns 1,000,000 shares of
preferred stock with voting rights of 250 votes per share and no common
stock shares.
After the first round of funding, C level individual positions will be
filled as well as clerical positions.
BOARD OF DIRECTORS
The Board of Directors consists presently of the founder, Keith Louis De
Santo. There will be 8 other seats to fill after funding. The board should
consist of 4 individuals who the funders choose and 4 different industry
professionals from the janitorial industry, the AI industry, banking
industry and the tech industry.
OFFICERS
Keith Louis De Santo will be the CEO of the company. Compensation for the
CEO will be $100,000 per year. Keith has a Bachelor of Science degree in
Mathematics from Northeastern University. Keith has worked in the financial
industry since 1989.
CONTACT INFORMATION
www.De3.ai
De3 Inc.
100 S Ashley Drive
Suite 600
Tampa, Florida 33602-5300
727.281.1996
FINANCIAL STATEMENTS AND NOTES ON FINANCIAL
STATEMENTS
Statement of Financial Position
As of November 30, As of December 31,
2022 2021 2020
ASSETS
Current Assets
Cash and Cash Equivalents 25 25 25
Total Current Assets 25 25 25
Non-current Assets
Computers and Equipment, net of
Accumulated
Depreciation 13,003 - -
Intangible Assets: Patents, net
of Accumulated
Amortization 34,206 11,695 1,020
Total Non-Current Assets 47,209 11,695 1,020
TOTAL ASSETS 47,234 11,720 1,045
LIABILITIES AND EQUITY
Liabilities
TOTAL LIABILITIES - - -
EQUITY
Common Stock - Series B 60 - -
Additional Paid in Capital 126,276 35,441 10,967
Accumulated Deficit (79,102) (23,721) (9,922)
Total Equity 47,234 11,720 1,045
TOTAL LIABILITIES AND EQUITY 47,234 11,720 1,045
Statement of Operations
Period Ending
November 30, Year Ended December 31,
2022 2021 2020
Revenue - - -
Cost of Revenue - - -
Gross Profit - - -
Operating Expenses
Advertising and Marketing 282 57 65
General and Administrative 51,541 13,418 9,508
Rent and Lease 1,259 323 350
Depreciation 2,299 - -
Total Operating Expenses 55,381 13,799 9,922
Operating Income (loss) (55,381) (13,799) (9,922)
Earnings Before Income Taxes (55,381) (13,799) (9,922)
Provision for Income Tax Expense/
(Benefit) - -
Net Income (loss) (55,381) (13,799) (9,922)
Statement of Cash Flows
Period Ending
November 30, Year Ended December 31,
2022 2021 2020
OPERATING ACTIVITIES
Net Income (Loss) (55,381) (13,799) (9,922)
Adjustments to reconcile
Net Income to Net Cash
provided by operations:
Depreciation 2,299 - -
Total Adjustments to reconcile
Net Income to Net Cash
provided by operations: 2,299 - -
Net Cash provided by (used in)
Operating Activities (53,082) (13,799) (9,922)
INVESTING ACTIVITIES
Patents (22,511) (10,675) (1,020)
Equipment (15,302) - -
Net Cash provided by (used by)
Investing Activities (37,813) (10,675) (1,020)
FINANCING ACTIVITIES
Issuance of Common Stock Series B 60 - -
Proceeds from Sale of Common
Stock Series B 90,836 24,474 10,967
Net Cash provided by (used in)
Financing Activities 90,896 24,474 10,967
Cash at the beginning of period 25 25 -
Net Cash increase (decrease) for period - - 25
Cash at end of period 25 25 25
Statement of Changes in Shareholder Equity
Common Stock
# of Shares $ APIC Accumulated Total
Amount Amount Deficit Shareholder
Equity
Beginning Balance
at 4/8/2020
(Inception) - - - - -
Issuance of Common
Stock - - - - -
Paid-in Capital - - 10,967 - 10,967
Net Income (Loss) - - - (9,922) (9,922)
Ending Balance
12/31/2020 - - 10,967 (9,922) 1,045
Issuance of Common
Stock - - - - -
Paid-in Capital - - 24,474 - 24,474
Net Income (Loss) - - - (13,799) (13,799)
Ending Balance
12/31/2021 - - 35,441 (23,721) 11,720
Issuance of Common
Stock 10,000,000 60 90,836 - 90,896
Paid-in Capital - - - - -
Net Income (Loss) - - - (55,381) (55,381)
Ending Balance
11/30/2022 10,000,000 60 126,276 (79,102) 47,234
DE3 INC.
NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30TH,
2022
$USD
NOTE 1 - ORGANIZATION AND NATURE OF ACTIVITIES
De3 Inc. ("the Company") was formed in Delaware on November 2nd, 2022. The
Company has various wholly owned subsidiaries which include the following
companies:
Decontamination and Cleaning using AI Inc., a Florida corporation formed in
April of 2020, which holds all intellectual property of the Company.
AI and ML LLC, a Florida LLC formed in November of 2022, which utilizes
Artificial Intelligence and Machine Learning for counting and monitoring
such as using machines instead of hand counting inventory.
Biosurfactants, LLC, which is a Florida LLC formed in November of 2022, which
utilizes Rhamnolipid to break down contaminates and is non-toxic to
environments as it releases the bond between oil/metal and soil for
environmental cleanups and breaks apart the cell walls of some pathogens
like COVID-19.
Pathogen and Contaminate Detection LLC, a Florida LLC formed in November of
2022, which utilizes Artificial Intelligence and Machine Learning and liquid
tubes for detection of pathogens and contaminates.
The Company will conduct a crowdfunding campaign under regulation CF in 2023
to raise operating capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Our financial statements are prepared in accordance with U.S. generally
accepted accounting principles ("GAAP"). Our fiscal year ends on December
31st. The Company has no interest in variable interest entities. In
accordance with ASC 805-50-45-5, for transactions between entities under
common control or consolidated in a subsequent period, consolidated financial
statements and financial information presented for prior periods should be
retroactively adjusted to furnish comparative information.
Basis of Consolidation
The financials of the Company include its wholly owned subsidiaries
Decontamination and Cleaning using AI Inc, a Florida entity formed in
April of 2020, AI and ML LLC a Florida entity formed in November of 2022,
Biosurfactants, LLC a Florida entity formed in November of 2020, Pathogen
and Contaminate Detection LLC a Florida entity formed in November of 2022.
All significant intercompany transactions are eliminated.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances, and highly liquid
investments with maturities of three months or less when purchased.
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" establishes a
three-tier fair value hierarchy, which prioritizes the inputs in
measuring fair value. The hierarchy prioritizes the inputs into three
levels based on the extent to which inputs used in measuring fair value
are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active
markets;
Level 2: defined as inputs other than quoted prices in active markets that
are either directly or
indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
Concentrations of Credit Risks
The Company's financial instruments that are exposed to concentrations of
credit risk primarily consist of its cash and cash equivalents. The
Company places its cash and cash equivalents with financial institutions
of high credit worthiness. The Company's management plans to assess the
financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures are
limited.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in
accordance with ASC 606, "Revenue Recognition" following the five steps
procedure:
Step 1: Identify the contract(s) with customers.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to performance obligations.
Step 5: Recognize revenue when or as performance obligations are satisfied.
The Company will identify and analyze its performance obligations with respect
to customer contracts once the first contract is signed.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for renewals and
improvements that significantly add to the productive capacity or extend the
useful life of an asset are capitalized. Expenditures for maintenance and
repairs are charged to expense. When equipment is retired or sold, the cost
and related accumulated depreciation are eliminated from the accounts and the
resultant gain or loss is reflected in income. Depreciation is provided
using the straight-line method, based on useful lives of the assets.
The Company reviews the carrying value of property and equipment for
impairment whenever events and circumstances indicate that the carrying value
of an asset may not be recoverable from the estimated future cash flows
expected to result from its use and eventual disposition. In cases where
undiscounted expected future cash flows are less than the carrying value, an
impairment loss is recognized as equal to an amount by which the carrying
value exceeds the fair value of assets. The factors considered by management
in performing this assessment include current operating results, trends and
prospects, the manner in which the property is used, and the effects of
obsolescence, demand, competition, and other economic factors. Based on this
assessment there was no impairment for November 30, 2022.
A summary of the Company's property and equipment is below.
Property Type Useful Life Accumulated Book Value
in Years Cost Depreciation Disposals as of
11/30/22
Computers and
Equipment 2-10 15,302 (2,299) - 13,003
Grand Total - 15,302 (2,299) - 13,003
Intangible Assets
A summary of the Company's intangible assets is below.
Property Type Useful Life Accumulated Book Value
in Years Cost Depreciation Disposals as of
11/30/22
Patents 20 34,206 - - 34,206
Grand Total - 34,206 - - 34,206
Advertising Costs
Advertising costs associated with marketing the Company's products and
services are generally expensed as costs are incurred.
General and Administrative
General and administrative expenses consist of payroll and related expenses
for employees and independent contractors involved in general corporate
functions, including accounting, finance, tax, legal, business development,
and other miscellaneous expenses.
Equity Based Compensation
The Company did not have any equity-based compensation as of November 30th,
2022.
Income Taxes
The Company is subject to corporate income and state income taxes in the
state it does business. We account for income taxes under the asset and
liability method, which requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that
have been included in the financial statements. Under this method, we
determine deferred tax assets and liabilities on the basis of the differences
between the financial statement and tax bases of assets and liabilities by
using enacted tax rates in effect for the year in which the differences are
expected to reverse. The effect of a change in tax rates on deferred tax
assets and liabilities is recognized in income in the period that includes
the enactment date. We recognize deferred tax assets to the extent that we
believe that these assets are more likely than not to be realized. In making
such a determination, we consider all available positive and negative evidence,
including future reversals of existing taxable temporary differences, projected
future taxable income, tax-planning strategies, and results of recent
operations. If we determine that we would be able to realize our deferred tax
assets in the future in excess of their net recorded amount, we would make an
adjustment to the deferred tax asset valuation allowance, which would reduce
the provision for income taxes. We record uncertain tax positions in
accordance with ASC 740 on the basis of a two-step process in which (1) we
determine whether it is more likely than not that the tax positions will be
sustained on the basis of the technical merits of the position and (2) for
those tax positions that meet the more-likely-than-not recognition threshold,
we recognize the largest amount of tax benefit that is more than 50 percent
likely to be realized upon ultimate settlement with the related tax authority.
The Company does not have any uncertain tax provisions. The Company's primary
tax jurisdiction is the United States. The Company's primary deferred tax
assets are its net operating loss (NOL) carryforwards which approximates its
retained earnings as of the date of these financials. A deferred tax asset as
a result of NOLs have not been recognized due to the uncertainty of future
positive taxable income to utilize the NOL.
Recent Accounting Pronouncements
The FASB issues ASUs to amend the authoritative literature in ASC. There have
been a number of ASUs to date that amend the original text of ASC. Management
believes that those issued to date either (i) provide supplemental guidance,
(ii) are technical corrections, (iii) are not applicable to us or (iv) are not
expected to have a significant impact on our financial statements.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company follows ASC 850, "Related Party Disclosures," for the
identification of related parties and disclosure of related party transactions.
No transactions require disclosure.
NOTE 4 - COMMITMENTS, CONTINGENCIES, COMPLIANCE WITH LAWS AND
REGULATIONS
We are currently not involved with or know of any pending or threatening
litigation against the Company or any of its officers. Further, the Company
is currently complying with all relevant laws and regulations. The Company
does not have any long-term commitments or guarantees.
NOTE 5 - DEBT
The Company did not have any debt as of November 30th, 2022.
NOTE 6 - EQUITY
The Company has authorized 100,000,000 Common Shares Series A with no voting
rights and with a par value of $0.000006 per share. No shares were issued or
outstanding as of November 30th, 2022.
The Company has authorized 10,000,000 Common Stock Series B with the right of
150 votes per share and with a par value of $0.000006. All Common Stock Series
B shares were issued to the founder.
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to November 30th, 2022, to assess
the need for potential recognition or disclosure in this report. Such events
were evaluated through January 6, 2023, the date these financial statements
were available to be issued. No events require recognition or disclosure.
NOTE 8 - GOING CONCERN
The accompanying balance sheet has been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The entity has realized losses,
incurred negative cash flows from operations, and may
continue to generate losses.
During the next twelve months, the Company intends to finance its operations
with funds from a crowdfunding campaign. The Company's ability to continue as
a going concern in the next twelve months following the date the financial
statements were available to be issued is dependent upon its ability to
produce revenues and/or obtain financing sufficient to meet current and future
obligations and deploy such to produce profitable operating results. Management
has evaluated these conditions and plans to generate revenues and raise capital
as needed to satisfy its capital needs. No assurance can be given that the
Company will be successful in these efforts. These factors, among others, raise
substantial doubt about the ability of the Company to continue as a going
concern for a reasonable period of time. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities.
NOTE 9 - RISKS AND UNCERTAINTIES
COVID-19
The spread of COVID-19 has severely impacted many local economies around the
globe. In many countries, businesses are being forced to cease or limit
operations for long or indefinite periods of time. Measures taken to contain
the spread of the virus, including travel bans, quarantines, social distancing,
and closures of non-essential services have triggered significant disruptions
to businesses worldwide, resulting in an economic slowdown. Global stock
markets have also experienced great volatility and significant weakening.
Governments and central banks have responded with monetary and fiscal
interventions to stabilize economic conditions. The duration and impact of
the COVID-19 pandemic, as well as the effectiveness of government and central
bank responses remains unclear currently. It is not possible to reliably
estimate the duration and severity of these consequences, as well as their
impact on the financial position and results of the Company for future
periods.
SIGNATURES
Pursuant to the requirements of Regulation A, the registrant has duly caused
this Form 1-A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on June 22, 2023.
De3 Inc.
By:
/s/ Keith Louis De Santo
Keith Louis De Santo
Chief Executive Officer