Withdrawal of Offering Statement Under Regulation a (1-a-w)

AMENDED JOBS ACT / REGULATION A OFFERING CIRCULAR[1] THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND THE STATE OF NEW YORK - OFFICE OF THE ATTORNEY GENERAL - INVESTOR PROTECTION UNIT, DO NOT PASS UPON THE MERITS OF OR GIVE APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, OR PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION AND PURSUANT TO REGISTRATION WITH THE STATE OF NEW YORK; HOWEVER, NEITHER THE COMMISSION NOR THE STATE OF NEW YORK HAVE MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.[2]
Issuing Company: Infinex Ventures, Inc.
Issuers Representative: Anthony Ramos, President 14 Wall Street
20th floor
NY, NY 10005
212-618-1371
tramos@urbroadband.com
DATE OF OFFERING CIRCULAR: April 13, 2020
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: upon
qualification
DESCRIPTION OF SECURITIES: $5,000.00 / $5,000,000.00 common/voting shares / Tier 1 Regulation A[3]
MATERIAL RISK: THE COMPANY HAS NO OPERATING HISTORY. SEE OTHER RISKS SHOWN IN THIS OFFERING CIRCULAR. MITIGATION OF RISK FACTOR: THREE-DAY RIGHT OF WITHDRAWAL AFTER SIGNING OF SUBSCRIPTION AGREEMENT. UNDERWRITERS: none.
DISTRIBUTION SPREAD TABLE*
Asking price to public
Underwriting discounts and commissions* Proceeds to Issuer or to other persons per unit Termination date
Total maximum securities offered Total minimum securities offered 1.8 cents per share[4]
Sellers:none other than the Issuer's representative as of this filing 100% to Issuing company[5]
Three years after last qualification date 277,777,770
27,777,770
*Per Model B instructions, investors are advised as follows: as of this Offering Circular, the Issuer has not retained any third-party sellers, to whom commissions would be paid, and therefore, no cash or any other commissions would be paid as of that date. That said, the Issuer will seek such third-party sellers as they become known, and, upon the retainer of any, this Offering Circular will be amended, and, should it have been already provided to any potential or real investors, will be provided to them as amended, and the link to the full EDGAR file will also be posted on www.urbroadband.com.

TABLE OF CONTENTS

TABLE OF
CONTENTS.......................................................................
...........................i-ii

I . FORWARD-LOOKING
STATEMENT DISCLAIMER AND OFFERING SUMMARY.....1-11


II . ITEM 1. SUMMARY INFORMATION,
RISK FACTORS AND
DILUTION.......................................................................
...........................................11-14


III . ITEM 2 . PLAN OF DISTRIBUTION......14-16


IV. ITEM 3 . USE OF PROCEEDS TO ISSUER........16-18


V . ITEM 4. DESCRIPTION OF BUSINESS........18-22


VI. ITEM 5 . DESCRIPTION OF PROPERTY...........23

VII. ITEM 6. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES....23-35

VIII. ITEM 7. REMUNERATION OF DIRECTORS
AND OFFICERS35

IX . ITEM 8 . SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITYHOLDERS ...................36-37


X. ITEM 9. INTEREST OF MANAGEMENT
AND OTHERS IN CERTAIN TRANSACTIONS..........38-41


XI. ITEM 10 . SECURITIES BEING OFFERED......41-46


XII. ITEM 11. THIRD-PARTY
SELLERS........................................................................
.47

XIII. ITEM 12. COMPLIANCE - FOREIGN INVESTMENT AND NATIONAL SECURITY ACT OF 2007....................................................................47

XIV. ITEM 13. ANTI-MONEY LAUNDERING & REPORTING OF SUSPICIOUS ACTIVITY.............................................................48

XV. ITEM 14. ALTERNATIVE PAYMENT METHODS WITH CRYPTOCURRENCY................................................................. ..............48-49

XVI. ITEM 15. REQUEST FOR
QUALIFICATION..........................................................49


SIGNATURES.....................................................................
............................................50

SECTION I.

A . FORWARD-LOOKING STATEMENT DISCLAIMER

This offering circular, together with the corresponding electronic Form 1-A, is made pursuant to, and within the confines of Section 508, of PUBLIC LAW 115174MAY 24, 2018, the ECONOMIC GROWTH, REGULATORY RELIEF, AND CONSUMER PROTECTION ACT (the Act). The Act amends the Exchange Act of 1934, Rule
251(b)(2), by deleting the language of that subsection. With the deletion, the proscription against reporting companies seeking qualification under Regulation A+, was removed. After passage and enactment of the Act, the S.E.C. created the program rules, entitled, Conditional Small Issues Exemption under the Securities Act of 1933 (Regulation A). The program rules are codified at S.E.C. Release No. 33-10591;[ File No. S7-29-18]. In addition,effective December 3, 2019, solicitations of interest ('testing the waters') rules were made effective to all offerings, including as to Reg. A+ and the OTC 251. See, 17 CFR 230, S.E.C. Release No. 33-10699, [File No. S7-01-19]. For informational guidance, see, SEC Expansion of Testing-the-Waters Communications to All Issuers, Harvard Law School Forum on Corporate Governance, October 4, 2019.

The offering is made strictly within the confines of, and solely for the purposes of capital raising, in the manner described in said rules, and for no other purpose.
Should any other purpose emerge, or be interpreted as having emerged from the application for this offering under the said program rules, any such part of this application which is in conflict shall be deemed as deleted from the electronic Form 1-A, as well as from this offering circular.

As contained within the rules governing the program, therefore, the Issuer, Infinex Ventures, Inc. (INFX) filed Form 8-K, in order to make the company current as a reporting company. The form 8-K was filed solely for that purpose, in order to qualify under the program rules, and for no other purpose, and for no other reason, than for capital raising, as allowed and permitted by said rules, and not under any other rules, laws or regulations.
This offering circular, save for the company information and shares price, is an exact copy of the qualified offering, under Regulation A+, for Finger Lakes Region Rural Broadband Company, Inc.(FLR), and solely for the purposes of raising capital as allowed under said rule, and not under any other rules, laws or regulations, save for those as allowable under the provisions of Regulation A+.
Finger Lakes Region Rural Broadband Company, Inc., already has a qualified Reg. A+ offering, and this offering is made in support of the Form 1-A, under program rules, for the offering being made here.
The offering is made concurrently with the FLR qualified Reg. A+ offering, as permitted by the rules, and nothing in this offering shall be construed as, in any manner, impeding or interfering with the FLR's continuing capital raising, under said Reg. A+.
Pursuant to the program rules, Rule 251(c) - safe harbor - protects both the company, Infinex Ventures, Inc., from any debts, liens or other encumbrances, either past, present or future, and all of the officers, directors and shareholders, past, present and future.
In addition, Rule 144, as made applicable to Regulation A+, under the program rules, will permit INFX investors to take advantage of that rule, which allows for an immediate resale of any securities purchased, up to 30% of the amount purchased, the remaining 70% to be held for a period of one year after purchase.
Nothing in the program rules prohibits INFX from updating the ticker symbol, INFX, on the OTC Markets board. On September 24, 2019, the OTC corresponded with the S.E.C. in support of the OTC 251 program. See, letter of Daniel Zin, General Counsel, OTC Markets Group, Inc.

To the extent permissible, and concurrently therewith, or standing alone, INFX company officials believe that the company may take advantage of the most recent 'testing the waters' provisions of S.E.C. rules. INFX is relying on the S.E.C. Release No. 33-10699, [File No. S7-01-19], and for informational guidance, upon the article, SEC Expansion of Testing-the-Waters Communications to All Issuers, Harvard Law School Forum on Corporate Governance, October 4, 2019.

In all other respects, this application for qualification is made for the capital raising purposes solely as permitted under the program rules, the 'testing the water's rules, and the rules governing Regulation A+. Anything in this offering circular, or in the electronic Form 1-A, which is or are to the contrary as may be deemed so by the S.E.C., are automatically stricken from such documents.

This Offering Circular concerns the raising of capital through the sale of common/voting shares, where proceeds will be used in order to invent, obtain patents for, and implement, the next generation blockchain b-commerce operating system, for the mass consumer market. The operating system will process all payments for all companies that accept cryptocurrency in payment for goods and services, and in addition, will integrate interactive advertising on the home screen, plus a new video/social media capability, as well as commercial and private streaming capability, and integrated T.V. programming. A complete mobile operating system will complement the capability.

In addition, proceeds will be used in order to invent, obtain patents for, and implement a completely new face page for all broadband customer accounts, both blockchain and legacy. This face page will, also, be interactive, with a focus on T.V. programming, streaming and interactive ads placement, for a dramatic increase in revenue generation, and sharing with existing broadband companies. Such a face page will allow for the greater expansion of the broadband market, including in rural areas of the United States, a 46 million person consumer market. A complete mobile operating system will complement the capability.

This Offering Circular offers the sale of up to $5,000,000.00[6] in JOBS Act Regulation A - Tier 1 common voting shares at the asking price of 1.8 cents (U.S.) per share, to be issued by Infinex Ventures, Inc., S.E.C. CIK # 0001076310. The full SEC electronic file may be accessed at www.sec.gov. The principal offices are located at 14 Wall Street, 20th floor, NY, NY 10005. The phone number for the office is 212-618-1371.

This forward-looking disclaimer is governed by 15 U.S.C 78u-5(c). The statements in this offering circular may contain forward-looking statements. Such statements relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance and financial conditions, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," or "target." Forward-looking statements, by their nature address matters that are, to different degrees, uncertain, including expected cash and non-cash charges, expected income, earnings per share, revenues, organic growth, margins, cost structure, restructuring charges, cash flows, return on capital, capital expenditures, capital allocation or capital structure, and dividends. Particular uncertainties that could cause actual results to be materially different than those expressed in these forward-looking statements, may include obtaining or the timing of obtaining, any required regulatory reviews or approvals, and the ability to reduce costs as the company executes on new 4
technology solutions described herein, installations, changes, and/or variations in law, economic and financial conditions, the impact of conditions in both the blockchain and legacy infrastructure markets.
Further uncertainties may include the inability to maintain a credit rating, and the impact on funding costs and competitive position if the company does not do so, the inadequacy of cash flows and earnings, and other conditions which may affect the ability of the company to pay a dividend or to repurchase shares, which may be affected by their cash flows and earnings, and other factors.
Other uncertainties may include the inability to convert pre-order commitments into orders, the price which the company may realize on orders, since commitments are stated at list prices, customer actions or developments such as cancellations and other factors that may affect the level of demand and financial performance of the customers which the company will serve, the effectiveness of the risk management framework of the company, the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of regulation and litigation, the capital allocation plan of the company, as such plan may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions by the company. Further, uncertainties may limit the success of the company in integrating acquired businesses and operating joint ventures, their ability to realize anticipated earnings and savings from transactions, to acquire businesses and joint ventures, the impact of potential information technology or data security breaches, and other factors, which are described throughout this offering circular. These or other uncertainties may cause actual future results of the company to be materially different than those expressed in these forward-looking statements. The company does not undertake to update its forward-looking statements.
Public communications uploaded onto the company SEC EDGAR files, and amendments to SEC filings of the company may, also, include certain forward-looking information, and investors should familiarize themselves with the most recent EDGAR filings.

The securities offered herein are speculative securities. Investment in the securities involves significant risk, and during this Reg. A qualification stage, investors may resell 100% of the shares after a period of one year. Investors may resell 30% of the shares immediately, and the remaining 70% after a period of one year after purchase. The investor should purchase these securities only if the investor can afford a complete loss of the investment.

No Federal or State securities commission has approved, disapproved, endorsed, or recommended this offering. The investor should make an independent decision whether this offering meets the investment objectives and financial risk tolerance level of the investor. No independent person has confirmed the accuracy or truthfulness of this disclosure, nor whether it is complete. Any representation to the contrary is illegal. Furthermore, these authorities have not passed upon the accuracy or adequacy of this offering circular. Any representation to the contrary is a criminal offense.

This offering circular contains all of the representations by the company concerning this offering. No person shall make different or broader statements than those contained herein. Investors are cautioned not to rely upon any information, not expressly set forth in this offering circular.

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.

All offers and sales must be officially made by the Issuer's Representative, while physically present in the State of New York.

This offering is classified as an alternative asset. The alternative asset market has a large sales sector in the IRS-regulated self-directed IRA and solo 401k industry. Custodians and sellers in those sectors may sell their products, which may include the offering in this offering circular. Such sales may take place because this offering has already been qualified.[7] Any such incorporation in such products, pursuant to the regulations governing Reg. A, however, will be designated as having been accomplished by a 'finder.' Pursuant to said regulations, up to $1,501,501.00[8] of the $5 million of this Reg. A Tier 1 offering amount will be included in such products. By separate rule, with respect to underwriters, $1,501,501.00[9] of this offering, may also be sold, but such underwriters must designate whether, at the time of their retainer, such will be retained on either a take and pay, or on a best efforts basis. The company will pay a commission and/or other remuneration to the

7
the third-party sellers, including but not limited to shares for services for promotional efforts. The company will not pay a commission, however, to the custodians and sellers in the self-directed IRA and solo 401k sector. There is only one class of shares: common/voting.
No person has been authorized to give any information or to make any representations other than those contained in this offering circular, and, if given or made, such information or representations must not be relied upon as having been authorized by the company.

The investor should consult with any attorneys, accountants, cryptocurrency payment processing consultants or sellers, and other professional advisors as to the legal, tax, accounting, cryptocurrency conversion and payment processing, and other professionals, concerning the consequences of an investment in the company.
B. OFFERING CIRCULAR SUMMARY

The company seeks to raise $5 million[10] in order to fund the invention of, patenting, and implementation of an original, and first, blockchain/cryptocurrency operating system for the mass consumer market. The operating system will process all payments for all companies that accept cryptocurrency in payment for goods and services, and in addition, will integrate interactive advertising on the face page, plus a new video/social media capability, as well as commercial and private streaming capability, and integrated T.V. programming. A complete mobile operating system will complement the desktop version of the operating system.

8
Funding proceeds will, In addition, be utilized in order to fund the invention of, patenting, and implementation of an original and first, current technology face page for all broadband customer accounts, both blockchain and legacy. This face page will, also, be interactive, with a focus on T.V. programming, a social media component with a combined streaming and text feature, streaming and interactive ads placement, for a dramatic increase in revenue generation, and sharing with existing broadband companies. Such a face page will allow for the greater expansion of the broadband market, including in rural areas of the United States, a 46 million person consumer market. A complete mobile operating system will complement the desktop version of the operating system.

This summary highlights information contained elsewhere in this Offering Circular. This summary is not complete, and does not contain all of the information that the investor should consider before investing. The investor should carefully read the entire Offering Circular, especially concerning the risks associated with the investment in the securities covered by this Offering Offering Circular, and discussed throughout this document.
This Offering Circular concerns only the company, Southern Tier Region Rural Broadband Company, Inc., a New York corporation.[11] Any purchase of shares, pursuant to this Offering Circular, will result in a distribution of shares only from Southern Tier Region Rural Broadband Company, Inc.

Investor proceeds, pursuant to SEC directive, will be a part of an enterprise with the four companies shown in footnote 10 of this offering circular. Such a structure will allow the company to benefit by sharing expenses for technology agnostic project components with the other three companies shown in the footnote. Each of the four companies will only pay a proportional share, twenty-five percent, one fourth divided by four companies, for such technology agnostic components.[12]
In other instances, the company will use the technology inventions in its own project areas. The technology, particularly the face page technology, will be integrated, as much as possible, into the broadband offerings of the existing broadband companies which currently serve the areas with broadband. For unserved areas, all of the technology will be integrated into new hardware infrastructure, much like any current broadband install. The company, however, will make project installs only in census blocks that are deemed 'unserved' for rural broadband by the Federal Communications Commission (FCC) and by the States in which they are located.[13]

Some of the statements in this offering circular are forward- looking statements.
Investing in the company is not without risks, and there is no guarantee of a return on investment. The subscription agreement gives the company the sole discretion in applying any amounts that it receives from an investor. If the company becomes subject to a bankruptcy or similar proceeding, a holder of a security will have a general unsecured claim against the company that may or may not be limited in recovery.
The statement of cash flow set forth below with respect to the period from November 30, 2015 to the present, based on a calendar year reporting, is derived solely from the company's banking statements, which are not audited, and have not been reviewed by any person in the bookkeeping or accounting sectors.
Statement of Cash Flows
For the Period 3/18/2020 to 4/12/2020
Cash flow from operating activities - net income 0

Cash provided by/used in operating activities 0

Net increase in cash
0

Cash on hand on April 13, 2020
0

SECTION II.
ITEM 1.
SUMMARY INFORMATION, RISK FACTORS, RISK
MITIGATION FACTORS, DILUTION AND MATERIAL DISPARITIES

A. Summary Information:

Investing in the company involves a high degree of risk. In deciding whether to purchase shares, the investor should carefully consider the following risk factors and additional information about the risks associated with the investment that may be

contained throughout this Offering Circular. Any of the following risks could have a material adverse effect on the value of the shares purchased, and could cause the investor to lose all or part of the initial investment, or could adversely affect any future value which the investor expects to receive on the shares. Only investors who can bear the loss of their entire investment amount should purchase shares.

B. Risk Factors:

1. Statements of future forecasts, projections and expectations are not statements of returns on investment.

2 . Market penetration may not be immediate.

Company officials have technology teams in place in order to invent and make patent applications for the blockchain operating system and for the broadband face page. Company officials anticipate immediate marketing campaigns for those products, but there may be a short period of beta activation testing while such marketing is proceeding.

3 . The Company has no operating history.

4 . Sales of shares will be restricted in accordance with Regulation A, as amended. 30% of shares purchased may be resold immediately, the remaining 70% after one year.

C . Risk Mitigation Factors.

1 . three-day right of withdrawal - the cooling off period.

The subscription agreement provides for a three-day cooling off period for its cancellation by the subscriber, plus a waiver of the three-day cooling off period. For investors who are processing payment of shares with cryptocurrency, the cooling off period applies. In addition, investor cryptocurrency proceeds will be received into the company wallet only upon authorized placement of same from a cryptocurrency exchange escrow account.

12
2. meetings with the Issuers representative on matters outside the offering circular.

Investors should rely solely on the information contained in Form 1-A, and in this Offering Circular.

3. stock class: common/voting not restricted shares;

4 . distribution: see, Item 2., below.

D . Dilution.

69W-200.001 Definitions.[14]

...(13) Dilution for purposes of paragraph 69W-700.015(2)(b), F.A.C., shall be determined by subtracting the maximum sales commissions and expenses set forth in the prospectus from the gross proceeds of the offering and adding the net worth prior to the offering. Divide this sum by the total number of shares to be outstanding at the conclusion of the offering to determine book value. Subtract the book value from the proposed offering price and divide the result by the proposed offering price to arrive at the percentage of dilution. For the purpose of calculating dilution or book value, intangible assets such as patents, copyrights, franchises, trademarks, operating rights and goodwill are deducted from total assets.

Dilution Formula:

NP = Gross Proceeds minus Maximum Sales Commissions and Expenses NW = Net Worth prior to the offering
TS = Total Number of shares to be outstanding after a successful offering BV = Book Value
OP = Offering Price

Example:

NP + NW
________ = BV
TS

OP BV
_________ = Dilution
OP

E . Material disparities:

There is no material disparity between the public offering price and the effective cash cost to officers, directors, promoters and affiliated persons as of the time of this offering circular, and there has been none in the past three years.

Further, the Issuers representative, and its officers and directors, which includes the Issuers representative, do not anticipate any such material disparity, or discount.

With respect to third-party sellers and affiliated persons, the Issuer has not discussed this issue, and unless it is raised by such persons, does not plan to so discuss. In this manner, the Issuer may maintain the required one class/one price formula.

SECTION III.

ITEM 2.

PLAN OF DISTRIBUTION - ALL SHARES TO LAND IN THE HANDS OF THE INVESTOR, OR, IN THE CASE OF 'TAKE AND PAY' UNDERWRITERS, IN THE HANDS OF SAID UNDERWRITERS

A . Underwriters.

The primary distribution is, with the exception of 'take and pay' underwriters, for all shares to land in the hands of the investor directly from the Issuer's New York State authorized dealer, Mr. Ramos. Shares purchased from 'take and pay' underwriters will land in the hands of the underwriters, who will then distribute them to the purchasers.

There are no current underwriters retained.

B . Discounts and commissions.

There are no agreements for discounts and commissions;

C. Plan of distribution.

No third-party sellers have been retained.

Distribution, except for 'take and pay' underwriters, of shares will land in the hands of the investor upon the consummation of the subscription agreement, with the signature of the company's dealer, Mr. Ramos, while physically located in the State of New York. With respect to 'take and pay' underwriters, shares will land in the hands of the investor from the underwriter.

There are no secondary offering agreements, contracts, or any other relations with any persons or companies for other than the receiving of offers of up to the first $1,501,501.00[15] by authorized and regulated sellers, or for the receipt of any referrals by 'finders' of potential investors by the company dealer, acting in such capacity, while physically in the State of New York.

D. No shares offered or sold on account of securities holders.

No shares will be offered or sold on account of securities holders.

E. Restrictions on amounts of funds raised, threshold requirements for achieving funds limit, and requirements of return of funds.

The minimum for this offering is $5,000.00 and the maximum is $5 million. In other words, a total of $5,000.00 must be received before such proceeds may be used. Further, a total of $5 million is the maximum that may be raised in this offering. At that time, the offering will be closed, and a final report made to the SEC.

Upon a subscriber exercising the rights under the three-day cooling off period, all funds will be returned to the investor.

SECTION IV.

ITEM 3 .

USE OF PROCEEDS TO ISSUER

A . The use of proceeds.

Proceeds will be used in order to fund the invention of, patenting, testing, marketing, and implementation of an original, and first, blockchain/cryptocurrency operating system for the mass consumer market. The operating system will process all payments for all companies that accept cryptocurrency in payment for goods and services, and in addition, will integrate interactive advertising on the face page, plus a new video/social media capability, as well as commercial and private streaming capability, and integrated T.V. programming. A complete mobile operating system will complement the desktop version of the operating system.

Funding proceeds will, In addition, be utilized in order to fund the invention of, patenting, testing, marketing, and implementation of an original and first, current technology face page for all broadband customer accounts, both blockchain and legacy. This face page will, also, be interactive, with a focus on T.V. programming, a social media component with a combined streaming and text feature, streaming and interactive ads placement, for a dramatic increase in revenue generation, and sharing with the broadband companies. Such a face page will allow for the greater expansion of the broadband market, including in rural areas of the United States, a 46 million person consumer market. A complete mobile operating system will complement the desktop version of the operating system.

C . The business operations and the investment opportunity.

Company officials are experienced business persons, and, together, have prepared the companies for the immediate implementation of a business plan, which includes essential and immediate marketing of the inventions, as well as for the inventions and patent applications for same. The company could have a version of the operating system up and running within 60 days of significant funding. A version of the broadband face page could be achieved, and marketing to existing broadband carriers, within 30 days of significant funding.

Theodor's first b-commerce solution will be 'wallet' functionality. Wallet functionality is one of the required consumer access points to the blockchain. At present, on www.cryptoindex.co, there exist as many as 200 stand alone 'wallet-only' companies. Among the other, approximately, 1,300 blockchain companies, in order to access any products and services, each has their own wallet. Achieving b-commerce contracts with all of those companies, and others still using legacy technology, will be an immediate priority, and a sales and marketing team will be created and retained specifically for this function.

Corporate and patent counsel, and patent writers and experts at making applications for patents, would protect the proprietary technology of the company. Other necessary professional staffing, attorneys, accountants and auditors, for example, would be retained.

D . Other funds to be used.

There are no other funds to be used.

E . No proceeds to be used to discharge indebtedness.

The company carries no debt, and therefore, no proceeds would be used to discharge any indebtedness.

E . No proceeds to be used to acquire non-project assets.

With the exception of assets acquired in the ordinary course of business for the projects, there will be no other use of the proceeds.

F . Reservation of right to change use of proceeds.

The company anticipates no changes to the use of proceeds;

G. Compliance with 17 CFR 230.251[16], as amended;

The company has no plans and no business plan, or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person.

This being said, it becomes important to the investor to know that certain mergers and acquisitions will be accomplished in the course of the business. Chief among such will be, likely, the acquisition by the company, of some of the merchant services nascent blockchain companies. Such acquisitions become necessary, because those companies have not emerged from the theoretical stage, have no plans to emerge from such, but have a good technology component, by which to achieve added features to both systems, and to acquire patents for such features

The potential for the acquisition of certain blockchain media and T.V. companies, will, in addition, be a priority.

SECTION V.

ITEM 4 .

DESCRIPTION OF BUSINESS

A . Business done and intended to be done.

The company will invent, patent, market and implement the first blockchain operating system for the mass consumer market.

In addition, the company will invent, patent, market and implement an interactive face page for broadband providers, allowing for a significant addition to revenue generation, and thus leading to significant expansion of broadband in areas currently unserved by broadband.

B . The principal products produced and services rendered and the principal market for and method of distribution of such products and services.

Technology advances will be achieved in three areas:

1. b-commerce, which is merchant services for blockchain;

2 . media distribution services for blockchain, and;

3. advertising placement and space on the blockchain operating system.

C . The status of a product or service, if the issuer has made public information about a new product or service which would require the investment of a material amount of the assets of the issuer or is otherwise material.

Company executives are experienced in business, and thus, have prepared for the inventions to be made public, and, therefore, marketed, immediately upon significant funding. Such, in what will be, eventually, an extremely competitive market, is an absolute necessity for project success.

The teams for the inventions of both the operating system and the face page, are in place and, upon funding, will, immediately, commence with the inventions and implementation. Patent graphics designers and lawyers will, immediately, codify the inventions and obtain patents.

D . The estimated amount spent during each of the last two fiscal years on company-sponsored research and development activities determined in accordance with generally accepted accounting principles.

There are no 'generally accepted accounting principles' which apply to this project at the present time for this subsection. The company pioneers, primarily Mr. Ramos, have spent approximately 90% of their time, during the past two years, on research and development, all of such uncompensated.

E . The estimated dollar amount spent during each of such years on material customer-sponsored research activities relating to the development of new products, services or techniques or the improvement of existing products, services or techniques.

The company has spent no funds, but rather has relied upon the resources of their members, and of company pioneers. All company officials have been, and continue to be, self-funding for their own expenses.

F . The number of persons employed by the issuer.

Company members, and other pioneers, continue to provide services for the company.

G . The material effects of compliance with environmental regulations.

There are no material effects of compliance with environmental regulations.

H . Distinctive or special characteristics of the Issuers operation or industry which may have a material impact upon the issuers future financial performance.

1. dependence on one or a few major customers or suppliers, which may have a material impact on the issuer's future financial performance.

Blockchain technology is, by definition, decentralized, and not dependent upon a few major customers or suppliers. At present, in fact, broadband is dependent upon a few major suppliers, and such has resulted in a significant disincentive for expansion of systems. With the invention of the blockchain operating system, and also of the blockchain face page, such incentive-limiting dependence will be significantly reduced.

2 . existence of probable government regulation.

Government regulation of Theodor and Theodor mobile, is not yet known, because there exists no other such invention for b-commerce at the present time. This being said, company officials maintain a regular monthly reporting with Members of Congress who sit on technology committees for the House and Senate, and, in addition, with Members of Congress and other local elected officials and stakeholders in the project regions, on all phases of company progress.

Company officials anticipate providing Congressional testimony on Theodor. In addition, company officials are in the process of identifying relevant committees of the European Union. Such identification will follow with outreach to the Members of those committees, so as to avoid running afoul of any such regulations, to the extent that any exist, or may exist in the future.

The company will maintain a permanent presence in Washington, D.C. This office will likely be the world headquarters, and will have as its primary function, government relations and regulatory compliance. Staff consisting of in-house counsel and in-house lobbyists, together with executive level tasks will be accomplished at this office.

3 . material terms of contracts.

Material terms of contracts are not yet known, because none have been entered into, pending investor proceeds.

4 . unusual competitive conditions in the industry.

Theodor and mobile Theodor will advance blockchain and cryptocurrency technology for commercial purposes, and not for speculative purposes. Company officials believe that, although there exist more than 1,300 blockchain companies, there are none which have entered into the mass consumer market. Company executives believe that, with inventions, those companies may be brought into such mass market, through the operating system, Theodor.

I . The Issuer's plan of operation for the twelve months following this Offering Circular;

The company is prepared to, immediately, commence operations for the invention of the first components of Theodor, and the broadband face page. Patent protection will begin immediately. Media and marketing will, also, begin at the same time as the technology teams proceed with the inventions, and a version of Theodor will be up and running within 60 days of significant funding. A version of the broadband face page will be up and running within 30 days of significant funding.

J . Proceeds from the offering to project cash requirements and whether, in the next six months, it will be necessary to raise additional funds.

Company officials must raise $1.2 million, before they will begin to implement any of the items for the plan of operation.

Significant sales and marketing, particularly of the face page component, but also of b-commerce payment contracts with the blockchain companies, will allow the company to being generating revenue immediately. Company officials do not, therefore, anticipate any cash calls from investors.

K . Any engineering, management or similar reports.

There are no such reports to provide at this time.

L . Segment Data.

The company is not of the size that would yield any segment data.

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SECTION VI.

ITEM 5.

DESCRIPTION OF PROPERTY

Chief among any property to be held, will be the intellectual property encompassed within patents.

In addition, and to the extent profitable, the company will purchase companies, where expansion could be enhanced, and/or patents obtained from said purchase, both from the blockchain sector and the broadband sector.

SECTION VII.

ITEM 6 .

DIRECTORS, EXECUTIVE OFFICERS

AND SIGNIFICANT EMPLOYEES

A . DIRECTORS

Tony Ramos - Board Chair

Age: 65

Term of Service in Office: Founding member. Also, a co-founder of Finger Lakes Region Rural Broadband Company, Inc., in the year 2009.