Form 1-A - Offering Statement [Regulation A]

PART II — OFFERING CIRCULAR

An Offering Circular pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an Offering Circular which is not designated as a Preliminary Offering Circular is delivered and the Offering Circular filed with the Commission becomes qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Circular in which such Final Offering Circular was filed may be obtained.

Preliminary Offering Circular

Subject to Completion, Dated August 9, 2024

MEDICAL CARE TECHNOLOGIES, INC.

a Nevada Corporation

1910 S Stapley Drive

Suite 221

Mesa, AZ 85204

Up to $1,000,000.00 of Common Stock

Medical Care Technologies Inc., a Nevada corporation (the “Company” or “MDCE”) is offering investors (the “Offering”) the opportunity to purchase MDCE common shares (the “Shares”). The Shares will be sold at per share between $.0005 and $.01, for a maximum amount of $1,000,000 (the “Maximum Amount”). This Offering is being conducted pursuant to Tier 1 of Regulation A. The Shares are highly speculative securities, see “Risk Factors” beginning on page 11.

	Price to Public (1)		Underwriting discount and commissions (2)		Proceeds to issuer (3)
Per Share	$	(between 0.0005 and 0.01)	$	0.00	$	(between 0.0005 and 0.01)
Total Minimum	$	1,000.00	$	0.00	$	1,000.00
Total Maximum	$	1,000,000.00	$	0.00	$	1,000,000.00

(1) Please refer to the section entitled “Description of Shares” on page 33 for a Description of the Shares being Offered.

(2) The Shares will be offered and sold by our officers and directors who will not receive any direct compensation in connection therewith. However, we reserve the right to engage broker-dealers registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and who are FINRA members to participate in the offer and sale of the Shares and to pay to such persons, if any, cash commissions of up to ten percent (10%) of the gross proceeds from the sales of Shares placed by such persons.

(3) We estimate that our total Offering expenses, including commissions, will be approximately $50,000. See “Plan of Distribution.”

The Offering will be made on “best-efforts” continuous basis as provided by Rule 251(d)(3)(i)(F) basis through a Tier 1 offering pursuant to Regulation A (“Regulation A”). We expect to commence the sale of the Shares within two days of the date on which the Offering Circular of which this Offering Circular is a part (the “Offering Circular”) is qualified (the “Qualification Date”) by the United States Securities and Exchange Commission (the “SEC”).

This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us in our sole discretion (collectively, the “Termination Date”). The minimum investment amount from an investor is $1,000.00; however, we expressly reserve the right to waive this minimum at the sole discretion of our management. See “Description of Shares” on page 33 for a discussion of certain items required by Item 14 of Part II of Form 1-A. We will hold closings at any time at the Company’s discretion upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Amount, then we may hold one or more additional closings for additional sales of Shares, until the earlier of (i) the sale of the Maximum Amount or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.

Subscriptions for Shares are irrevocable, and the purchase price is non-refundable, unless the Company rejects a subscription, as expressly stated in this Offering Circular. All proceeds received by us from subscribers in this Offering will be available for use by us upon our acceptance of subscriptions for the Shares. We expect to commence the sale of Shares of our Common Stock in July 2024, or shortly thereafter.

The Company currently has two (2) classes of voting stock, Common Stock, Special 2021 Series A Preferred Stock. This Offering relates to the sale of shares of our Common Stock, which carry one vote per share of Common Stock. When voting as a single group with the Company’s Common Stock, our Special 2021 Series A Preferred Stock has the voting power equal to 60% of all issued and outstanding shares. Accordingly, holders of the Special 2021 Series A Preferred Stock will, for the foreseeable future, have voting control over such matters requiring approval by shareholders, including, but not limited to, the election of directors and the approval of mergers or other business combination transactions. Our CEO holds the single outstanding share of Special 2021 Series A Preferred Stock. For a complete description of the ownership by Management of the issued and outstanding shares of both our Common and Preferred Stock, please see the “Securities Ownership” section of this Offering Circular.

Class of Stock (Par Value)

Voting

Conversion

Total Authorized

Issued and Outstanding

Pre-Offering

Issued and Outstanding Post-Offering

Common Stock ($0.00001)

1-for-1

N/A

7,979,999,990

3,209,575,220

5,209,575,220 (1)

Special 2021 Series A Preferred Stock

($0.00001)

60% of the issued and outstanding stock

3,000,000 shares of common stock

(1)

This assumes 100% of the shares offered in the Offering are sold at the minimum sales price of $.0005 per share.

For a complete description of both the Common Stock and Series A Preferred Stock, please see the “Description of Shares” section of this Offering Circular.

Upon the closing of this offering, our officers and directors will retain controlling voting power in our company. As a result, our officers and directors will have the ability to substantially influence all matters submitted to our stockholders for approval and to substantially influence or control our operations, management, and affairs.

Our common stock is quoted on the Pink Tier of OTC Markets, which is operated by OTC Markets Group, Inc. (OTC Markets), under the ticker symbol MDCE. On July 23, 2024, the closing price of our common stock was $0.0023 per share.

Investing in the Offered Shares is speculative and involves substantial risks. You should purchase Offered Shares only if you can afford a complete loss of your investment. See Risk Factors, beginning on page 11, for a discussion of certain risks that you should consider before purchasing any of the Offered Shares.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in the Offered Shares.

This Offering Circular is following the offering circular format described in Part II (a)(1)(ii) of Form 1-A.

Table Of Contents

Implications Of Being An Emerging Growth Company		6
Offering Circular Summary		7
Summary Of The Offering		8
Risk Factors		11
Special Note Regarding Forward-Looking Statements		16
Use Of Proceeds		17
Determination Of Offering Price		18
Corporate History		19
Description Of Business		19
Legal Proceedings		24
Dilution		24
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		24
Plan Of Distribution		26
Directors And Executive Officers And Corporate Governance		27
Security Ownership		29
Executive Compensation		31
Description Of Shares		33
Shares Eligible For Future Sale		35
Transfer Agent		37
Legal Matters		37
Available Information		37
Index To Financial Statements		38
Signatures		40

FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular constitute forward-looking statements. These statements relate to future events or our future financial performance, plans, and objectives. In some cases, you can identify forward- looking statements by terminology such as “proposed,” “yet,” “assuming,” “may,” “should,” “expect,” “intend,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “will,” and similar words or phrases or the negative or other variations thereof or comparable terminology. All forward-looking statements are predictions or projections and involve known and unknown risks, estimates, assumptions, uncertainties, and other factors that may cause our actual transactions, results, performance, achievements, and outcomes to differ adversely from those expressed or implied by such forward-looking statements.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors that you should consider in evaluating the Company’s forward-looking statements. These factors include, among other things:

	•	Our ability to implement our proposed business plan;
	•	National, international, and local economic and business conditions that could affect our business;
	•	Markets for our Shares;
	•	Our cash flows or lack thereof;
	•	Our operating performance;
	•	Our financing activities;
	•	Industry developments affecting our business, financial condition, and results of operations;
	•	Our ability to compete effectively; and
	•	Governmental approvals, actions and initiatives and changes in laws and regulations or the interpretation thereof, including without limitation tax laws, regulations and interpretations by the SEC, States, and self-regulatory organizations, including without limitation, FINRA.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future plans, transactions, results, performance, achievements, or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements in order to update its forward-looking statements beyond the date of this Offering Circular.

Please read this offering circular carefully. It describes our business, our financial condition, and results of operations. We have prepared this offering circular so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this offering circular. We have not authorized any other person to provide you with different information. This offering circular is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this offering circular is complete and accurate as of the date on the front cover, but the information may have changed since that date.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

	•	annual reports (including disclosure relating to our business operations for the preceding three fiscal years, or, if in existence for less than three years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements),
	•	semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A, and
	•	current reports for certain material events.

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.235 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. If we qualify as an emerging growth company, we may take advantage of certain reduced reporting requirements and would be relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company we:

•

would not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

•

would not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

•

would not be required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden parachute” votes);

•

would be exempt from certain executive compensation disclosure provisions requiring a pay-for- performance graph and CEO pay ratio disclosure;

•

would be able to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

•

would be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

We intend to take advantage of all reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a

public offering, is not a sale of common equity pursuant to a registration statement since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions may also be available to us if we qualify, once listed, as a “smaller reporting company” under the SEC’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial

statements and related MD&A disclosure.

OFFERING CIRCULAR SUMMARY

This summary provides an overview of selected information contained elsewhere in this offering circular. It does not contain all the information you should consider before making a decision to purchase the Shares we are offering. You should very carefully and thoroughly read the more detailed information in this offering circular and review our financial statements contained herein.

The Company’s operations are subject to all the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of any business. Our lack of a significant and relevant operating history makes it difficult to predict future operating results.

OVERVIEW

Overview

Infinite Auctions is an online auction house that provides an online platform for memorabilia collectors and professional athletes to consign and sell high valued collectibles in a secure online auction format. Since 2016 we have sold more than $13.5 million in sports collectibles. We currently specialize in the auctioning of game worn sports memorabilia that includes jerseys, helmets, bats and other items worn or used by athletes in professional sporting events. We also auction high-end sports cards, trading cards, fine autographs, Americana and other valuable antiquities. Our auction service gives collectors of high value memorabilia a safe environment to sell their collectibles where the prices are substantially higher than you would see on mainstream online auction sites like Ebay and much safer than meeting a potential buyer on the street with a bag of cash or facing the risk of digital payment return fraud. In addition to our regular online auction services, our private sale brokering program connects sellers and buyers outside of auction for quicker sales. We often set records with our private sales as we recently sold a Tom Brady game worn jersey for a record $500,000. We also actively make purchases both privately and through public auctions for later resale as the collectibles industry continues to be in a considerable appreciation cycle over the last several decades

We expect to use the proceeds of this offering for general development, working capital, and marketing as well as general and administrative expenses. We expect to commence offering Shares in August 2024. See “Use of Proceeds” at page 17.

Our business headquarters are located at 530 E. Hunt Hwy. Suite 103-225 San Tan Valley, AZ. 85143, Email: info@infiniteauctions.com, Tel: 480-988-5847, our website can be found at www.infiniteauctions.com.

Our securities counsel is Jonathan D. Leinwand, P.A., 18305 Biscayne Blvd, Suite 200, Aventura, FL 33180. Their phone number is 954-903-7856.

SUMMARY OF THE OFFERING

Issuer		Medical Care Technologies, Inc., a Nevada corporation.
Securities Offered		Up to 2,000,000,000 shares of the Company’s common stock par value $.00001 per share.
Offering Amount		We are offering a maximum of $1,000,000 of Shares (the “Maximum Amount”).
Offering Price		$.0005 to $0.01 per Share. The minimum investment is $1,000.00.
Commencement of the Offering		We expect to commence the sale of the Shares within two days following the Qualification Date.
Number of shares outstanding before the Offering		3,209,575,220 shares as of the date hereof.
Number of shares outstanding after the Offering		5,209,575,220 Shares will be issued and outstanding after the offering of the Shares if all the Shares in this offering being offered are sold at the lowest price in the price range of $.0005 per share.
Issuer		There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.
Use of Proceeds		The Company intends to use the proceeds of this offering for working capital, marketing, and general and administrative purposes. See ‘Use of Proceeds’ section for details at page 17.
Offering Amount		This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us, in our sole discretion.
Closing		The Shares will be issued in one or more closings (the “Closings”). After the Initial Closing, the Offering will continue on a continuous basis, and we may have one or more additional Closings until the earlier of the Termination Date or the receipt and acceptance of subscription funds equal to the Maximum Amount.
Best Efforts Offering		The Offering is being conducted by our Board of Directors on a “best efforts basis. Our Board of Directors will not receive any direct compensation for sales of our Shares. However, we reserve the right to engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of the Shares and to pay to such Selling Agents, if any, cash commissions of up to 7% of the gross proceeds from the sales of Shares placed by such Selling Agents and agent warrants (“Agent Shares”). Our Board of Directors, officers, employees, and affiliates (as defined in the Securities Act) may, but have no obligation to, solicit or purchase Shares in the Offering and all such Shares so sold or purchased shall be counted toward the Maximum Amount. We reserve the right to reject a subscription to purchase Shares, in whole or in part in our sole discretion. If a subscription is so rejected, in whole or in part, we will promptly return the funds submitted with such rejected subscription, or the rejected portion thereof, to the investor without interest thereon or deduction therefrom.
Subscription Procedures		To subscribe for Shares, complete and execute the Subscription Agreement accompanying this Offering Circular and deliver it to us before the Termination Date, together with full payment for all Shares subscribed in accordance with the instructions provided in the Subscription Agreement. Once you subscribe, subject to acceptance by us, your subscription is irrevocable. We have the right, at any time prior to the issuance of the Shares, to reject subscriptions in our sole discretion.
Risk Factors		Investing in the Shares involves a high degree of risk. See “Risk Factors, beginning on page 11. You should read the Risk Factors section of, and all the other information set forth in, this Offering Circular to consider carefully before deciding to purchase any Shares in this offering.

You should rely only upon the information contained in this offering circular. The Company has not authorized anyone to provide you with information, including projections of performance, different from that which is contained in this offering circular. The Company is offering to sell the Shares and seeking offers only in jurisdictions where offers and sales are permitted. The information contained here is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or of any sale of the Shares.

There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular. Upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

In order to subscribe to purchase the Shares, a prospective investor must complete a subscription agreement and send payment by check, wire transfer, or ACH. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securities Act of 1933, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues, or net assets for the investors most recently completed fiscal year are used instead.

The Company has not currently engaged any party for the public relations or promotion of this offering.

The information contained on our website is not incorporated by reference into this Offering Circular, and you should not consider information contained on our website to be part of this Offering Circular.

The Company currently has two (2) classes of voting stock, Common Stock and Special 2021 Series A Preferred Stock. This Offering relates to the sale of shares of our Common Stock, which carry one vote per share of Common Stock, in contrast our Series A Preferred Stock has voting rights equivalent to 60% of the Company’s issued and outstanding shares when voting as a single class. Accordingly, holders of the Series A Preferred Stock will, for the foreseeable future, have voting control over such matters requiring approval by shareholders, including, but not limited to, the election of directors and the approval of mergers or other business combination transactions. Our CEO and a Director, Marshall Perkins III, prior to this offering controls the majority of the total voting power of the Company including 1,980,000,000 shares of common stock (approximately 61.7%) and 100% of the Series A Preferred Stock. At the conclusion of this Offering, assuming 100% of the shares offered hereby are sold, Mr. Perksins will continue to control the majority of the total voting power of the Company. Therefore he alone significantly influences all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combination transactions. For a complete description of the ownership by Management of the issued and outstanding shares of both our Common and Preferred Stock, please see the “Securities Ownership” section of this Offering Circular.

Class of Stock (Par Value)

Voting

Conversion

Total Authorized

Issued and Outstanding

Pre-Offering

Issued and Outstanding Post-Offering

Common Stock ($0.00001)

1-for-1

N/A

7,979,999,990

3,209,575,220

5,209,575,220 (1)

Special 2021 Series A Preferred Stock ($0.00001)

60% of the issued and outstanding stock

3,000,000 shares of common stock

(1)

This assumes 100% of the shares offered by the Offering are sold at the low-end of the price range..

For a complete description of both the Common Stock and Series A Preferred Stock, please see the “Description of Shares” section of this Offering Circular.

CONTINUOUS OFFERING

Under Rule 251(d)(3) to Regulation A, the following types of continuous or delayed offerings are permitted, among others: (1) securities offered or sold by or on behalf of a person other than the issuer or its subsidiary or a person of which the issuer is a subsidiary; (2) securities issued upon conversion of other outstanding securities; or (3) securities that are part of an offering which commences within two calendar days after the qualification date. These may be offered on a continuous basis and may continue to be offered for a period in excess of 30 days from the date of initial qualification. They may be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the initial qualification date. No securities will be offered or sold “at the market.” The supplement will not, in the aggregate, represent any change from the maximum aggregate offering price calculable using the information in the qualified offering statement. This information will be filed no later than two business days following the earlier of the date of determination of such pricing information or the date of first use of the offering circular after qualification.

Subscriptions are irrevocable, and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

RISK FACTORS

Please consider the following risk factors and other information in this offering circular relating to our business and prospects before deciding to invest in our Shares. This offering and any investment in our Shares involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this offering circular before deciding whether to purchase our Shares. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed, and you may lose all or part of your investment. The Company should be viewed as a high-risk investment and speculative in nature. An investment in our Shares may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our Shares.

Financial Projections. Any financial projections are based upon what the Company believes to be reasonable assumptions concerning certain factors affecting probable future operations of the Company. Despite these future projections, no assurances can be made that these projections will prove to be accurate, and potential investors are cautioned against placing excessive reliance on such projections in deciding whether to invest in the Company. Market conditions and capital costs are very volatile and may cause the Company to seek additional capital or alternative forms of capital. In turn, this could result in a dilution of an Investor’s ownership interest in the Company.

Arbitrary Offering Price.

The offering price of $0.01 per Share has been arbitrarily set by the Company and is not based upon earnings, operating history, assets, book value, or any other recognized criteria of value. No independent opinion has been obtained in the determination of the offering price.

We may fail to establish and maintain strategic relationships.

We believe that the establishment of strategic partnerships will greatly benefit the growth of our business, and we intend to seek out and enter strategic alliances. We may not be able to enter these strategic partnerships on commercially reasonable terms, or at all. Even if we enter strategic alliances, our partners may not attract significant numbers of clients or otherwise prove advantageous to our business. Our inability to enter new strategic alliances could have a material and adverse effect on our business.

If we were to lose the services of Mr. Perkins, we may not be able to execute our business strategy.

We currently depend on the continued services and performance of the key member of our management team, comprised solely of Mr. Perkins. His leadership has played an integral role in our company. The loss of the key member of our management team could disrupt our operations and have an adverse effect on our ability to grow our business. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.

Risk of Being a “Controlled Company” Post-Offering

Potential investors should be aware that upon completion of this offering, Marshall Perkins will maintain significant influence over the company, rendering Medical Care Technologies, Inc. a “controlled company” within the meaning of the securities rules and regulations. Mr. Perkins, through his direct ownership and control of the Special 2021 Series A Preferred Stock, will possess voting power equivalent to 60% of the total voting power of all outstanding shares of our stock, enabling him to control the election of our directors and the outcome of corporate actions requiring shareholder approval, notwithstanding the number of shares sold to the public in this offering. This concentration of ownership might discourage, delay, or prevent a change in control of the company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our common stock. This control could also have the

effect of delaying or preventing a change in control of Medical Care Technologies, Inc., even if such a change of control would benefit our other shareholders.

If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.

Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

A decline in general economic conditions could have a material adverse effect on our business, financial condition, and results of operations.

Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. It is our opinion that in the event of an economic slowdown, spending habits of both consumers and businesses could be adversely affected, and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition, and results of operations. The success of the Company

The continued demand for collectibles is unknown.

Demand for Collectibles depends to a large extent on general, economic, political, and social conditions in a given market as well as the tastes of the collector community and in the case of sports, the general fan community resulting in changes of which Collectible Assets are most sought after. There are several key factors that will potentially impact the Company’s operating results going forward, including our ability to continue to source high quality collectibles at reasonable prices and the continued demand for collectibles, which is unknown. The current level of popularity of sports memorabilia may not be sustained.

If any of our items are determined to be forged it could hurt our reputation and hinder our ability to continue to sell collectibles.

We are highly reliant on the trusted name of the brand, retailer, authenticator or other conduit to ensure the integrity of the items we sell. While there is no guarantee that an item will be free of fraud, we attempt to mitigate this risk by having the item graded or authenticated by a reputable firm. In the event of an authenticity claim against an authenticated item, the Company may have recourse for reimbursement from the authenticator, although there can be no guarantee of the Company’s ability to collect or the authenticator’s ability to pay.

Furthermore, authenticators may occasionally make mistakes by either giving their approval or grade to a counterfeit card or piece of memorabilia. Sometimes this mistake is not uncovered until years later when evidence to the contrary surfaces or updated scientific methods are applied. The Company may not have recourse, if such an event occurs. Finally, there is reputational risk of the authenticator, which may fall out of favor with collectors, which may impact the value of all items authenticated by the particular authenticator.

We may need additional capital in the future in order to expand our business.

Our future capital requirements may be substantial, particularly as we continue to develop our business. Although we believe that, based on our current level of operations, our existing cash, cash equivalents and equity securities will provide adequate funds for ongoing operations, planned capital expenditures and working capital requirements for at least the next 12 months, we may need additional capital if our current plans and assumptions change.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. We may seek to obtain such additional capital through equity offerings, debt financings, credit facilities and/or strategic collaborations. If future financings involve the issuance of equity securities, our existing stockholders will suffer dilution. If we raise debt financing or enter into credit facilities, we may be subject to restrictive covenants that limit our ability to conduct our business. We may not be able to raise sufficient

additional funds on terms that are favorable to us, if at all. If we fail to raise sufficient funds and fail to generate sufficient revenues to achieve planned gross margins and to control operating costs, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures could be significantly limited. If adequate funds are not available, we will not be able to successfully execute our business plan or continue our business.

Competitors and potential competitors who have greater resources and experience than we do may develop products and technologies that make ours obsolete or may use their greater resources to gain market share at our expense.

Our future success will depend on our ability to maintain a competitive position with respect to access to popular classes of collectibles and our ability to provide a platform and a marketplace where sellers can efficiently sell their collectibles. There are several competitors with significantly more resources than the Company, who are running auctions more frequently than then we are. Additionally, as they are generally selling more merchandise, they have a larger selection of items available that attracts buyers to their platforms.

Additionally, self-service platforms such as eBay operate more efficiently at a lower cost than we can. We have to demonstrate the value of our services to sellers so that they do not choose such self-service platforms.

Ultimately, our ability to compete successfully in any of these markets will depend on our ability to attract buyers to the Infinite Auctions site.

Our competitors may be able to develop competing and/or superior technologies and processes and compete more aggressively and sustain that competition over a longer period of time than we could. Our technologies and products may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors.

Our limited resources relative to many of our competitors may cause us to fail to anticipate or respond adequately to new developments and other competitive pressures. This failure could reduce our competitiveness and market share, adversely affect our results of operations and financial position, and prevent us from obtaining or maintaining profitability.

We expect our quarterly financial results to fluctuate.

We expect our revenue and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

	•	General economic conditions;
	•	The number of clients for our business consulting services;
	•	Our ability to retain, grow our business and attract new clients;
	•	Administrative costs; and,
	•	Advertising and other marketing costs.

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.

There has been only a limited public market for our Shares and an active trading market for our Shares may not develop following this offering.

There has not been any broad public market for our Shares, and an active trading market may not develop or be sustained. Shares of our common stock may not be able to be resold at or above the initial public offering price. The initial public offering price of our Shares has been determined arbitrarily by management without regard to earnings, book value, or other traditional indication of value. Our Shares may trade below the initial public offering price following the completion of this offering. The market value of our Shares could be substantially affected by general market conditions, including the extent to which a

secondary market develops for our Shares following the completion of this offering, the extent of institutional investor interest in us, the general reputation of companies in the biotransformation industry and the attractiveness of their equity securities in comparison to other equity securities, our financial performance and general stock market conditions.

The market price and trading volume of our Shares may be volatile following this offering.

The trading price of our Shares may be volatile. In addition, the trading volume in our Shares may fluctuate and cause significant price variations to occur. If the trading price of our Shares declines significantly, you may be unable to resell your Shares at or above the public offering price. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our Shares include:

	•	actual or anticipated variations in our quarterly operating results or dividends;
	•	changes in our funds from operations or income estimates;
	•	publication of research reports about us or our industry;
	•	changes in market valuations of similar companies;
	•	adverse market reaction to any additional debt we incur in the future;
	•	additions or departures of key management personnel;
	•	actions by institutional stockholders;
	•	speculation in the press or investment community;
	•	the realization of any of the other risk factors presented in this offering circular;
	•	the extent of investor interest in our securities;
	•	investor confidence in the stock markets, generally;
	•	future equity issuances;
	•	failure to meet income estimates; and
	•	general market and economic conditions.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the price of their Shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and trading price of our Shares.

Our Shares are “Penny Stock,” which impairs trading liquidity.

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our Shares and investors may find it difficult to sell their Shares. The SEC has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the operator with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the operator’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the operator orally or in writing prior to effecting the transaction and must be given to the operator in writing before or with the operator’s confirmation.

As an “Emerging Growth Company” any decision to comply with the reduced disclosure requirements applicable to emerging growth companies could make our Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other

public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion,

(ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt into the extended transition period for complying with the revised accounting standards.

Our status as an “Emerging Growth Company” under the JOBS Act of 2012 may make it more difficult to raise capital.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G.

So long as our common Shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common Shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common Shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) offering circular, and periodic reports we file there under.

As long as our common Shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules.

In addition, so long as our common Shares are not registered under the Exchange Act, our Company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which requires the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than five (5%) of the class.

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to the Company and held in our corporate bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.

Risk of losing one’s investment.

If our securities are not eligible for continued quotation on the OTC Marketplace, or a robust public trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be unable to sell their securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.

Our Management does not have any prior experience conducting a best effort offering, and our best-efforts offering does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to commence and sustain our business and our investors may lose their entire investment.

Management does not have any experience conducting a best-efforts offering. Consequently, we may not be able to raise the funds needed to commence business operations. Also, the best-efforts offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer, and your investment may be materially adversely affected. Our inability to successfully conduct a best-efforts offering could be the basis of your losing your entire investment in us.

We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our Management, who will receive no commission. There is no guarantee that he will be able to sell any of the shares. Unless she is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.

Investing in our company is highly speculative and could result in the entire loss of your investment.

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Offering Circular includes forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects, and opportunities and are based upon information currently available to the Company and its management and management’s interpretation of what is believed to be significant factors affecting the business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

	•	potential governmental regulations relating to or that may impact our industry segments;
	•	increased costs or exposure to liability as a result of changes in laws or regulations applicable to the biotransformation industry;
	•	general volatility of the capital and credit markets and the market price of our Shares;
	•	exposure to litigation or other claims;
	•	loss of key personnel;
	•	the risk that we may experience future net losses;
	•	risks associated with breaches of our security;
	•	failure to obtain necessary outside financing on favorable terms, or at all;
	•	risks associated with future sales of our Shares by existing shareholders or the perception that they intend to sell substantially all of the Shares of our Company that they hold;

	•	risks associated with the market for our Shares; or
	•	any of the other risks included in this offering circular, including those set forth under the headings “Risk Factors,” “Board of Directors’ Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business.”

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “will,” “shall,” “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects, and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties, and other factors, including the ability to raise sufficient capital to continue the Company’s operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Offering Circular generally. In light of these risks and uncertainties, there can be no assurance that the forward- looking statements contained in this Registration Statement will in fact occur.

Accordingly, prospective investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward- looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The specific discussions herein about the Company include financial projections and future estimates and expectations about the Company’s business. The projections, estimates and expectations are presented in this Offering Circular only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on the officers of the Company’s own assessment of its business, the industry in which it works and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts, and opportunities. The actual results may differ significantly from the projections.

Prospective investors should not make an investment decision based solely on the Company’s projections, estimates or expectations.

USE OF PROCEEDS

Our offering is being made on a best-efforts basis. There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular. The offering price per share is $0.01 per share. We expect to use the funds of this offering for operations, working capital, general and administrative expenses, business development and marketing.

No proceeds will be used to compensate or make payments to any officers or directors, except for salaries and ordinary business expenses incurred in the normal course of business, or as set forth under the caption “Executive Compensation.” We reserve the right to change the intended use of proceeds if necessitated by business conditions or unexpected events.

We estimate that, at a per share price of $[ ], the net proceeds from the sale of the shares in this Offering will be approximately $1,000,000, before deducting the estimated offering expenses of approximately $50,000.

We will utilize the net proceeds from this offering to identify and acquire business opportunities and to continue to refine, develop, and implement our plan of operation. Some funds will be used for operating expenses and other expenses.

Accordingly, we expect to use the net proceeds, estimated as discussed above as follows, if we raise the maximum offering amount:

Use	Amount			Percentage
R&D Costs	$	50,000			5.26	%
Business Development	$	200,000			21.05	%
Working Capital	$	400,000			42.1	%
Salaries	$	250,000			26.31	%
Offering Expenses (1)	$	50,000			5.26	%
TOTAL	$	950,000	(2)		100.00	%

(1) “Offering Expenses” include projected costs for Legal and Accounting, Publishing/Edgar, and Transfer Agents Fees.

(2) “Proportional Reduction Based on Amount Raised” - We anticipate that should less than the Maximum Offering Amount be raised hereunder the expenditures will be reduced proportionately, but the representative spending percentage would remain approximately the same. For example, if we were only able to raise 50% of the aggregate offering, the percentage of spending would remain the same, but the Amount set forth above would be reduced by 50%, etc.

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan. We cannot assure that our assumptions, expected costs and expenses, and estimates will prove to be accurate or that unforeseen events, problems, or delays will not occur that would require us to seek additional debt and/or equity funding, which may not be available on favorable terms, or at all. See “Risk Factors” starting on page 11.

Although our business does not presently generate any cash, we believe that if we raise the Maximum Amount in this Offering, that we will have sufficient capital to finance our operations at least through the end of 2024. However, if we do not sell the Maximum Amount or if our operating and development costs are higher than expected, we will need to obtain additional financing prior to that time. Further, we expect that during and/or after such period, we may be required to raise additional funds to finance our operations until such time that we can conduct profitable revenue- generating activities. We may also use a portion of the net proceeds for the investment in strategic partnerships and possibly the acquisition of complementary businesses, products, and/or technologies, although we have no present commitments or agreements for any specific acquisitions or investments.

DETERMINATION OF OFFERING PRICE

The offering price of the Shares has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, any historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources, and the likelihood of acceptance of this offering. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the Shares or the fairness of the offering price used for the Shares. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

CORPORATE HISTORY

The Company

The Company was incorporated in the State of Nevada in February 2007 as Aventerra Exploration, Inc. The Company amended its Articles of Incorporation to change its name to AM Oil Resources & Technology, Inc. in December 2008. The Company merged with Medical Care Technologies, Inc. and changed its name to Medical Care Technologies, Inc. in October 2009.

From 2016 to 2021 the Company failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax resulting in its Nevada charter being revoked. On May 13, 2021, a shareholder filed a petition for custodianship with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on May 28, 2021. The Company’s Nevada charter was reinstated on June 4, 2021, and all required reports were filed with the State of Nevada soon after.

On October 3, 2022, Krisa Management LLC sold the Special 2021 Series A Preferred share to Marshall Perkins. The Company then acquired Infinite Auctions LLC.

Our principal executive office is located at 530 E. Hunt Hwy. Suite 103-225 San Tan Valley, AZ. 85143, Email: info@infiniteauctions.com, Tel: 480-988-5847

The Company is in the development stage and faces all of the risks and uncertainties associated with a new and unproven business. Our future is based on an unproven business plan with no historical facts to support projections and assumptions. While the Company currently generates revenues there can be no assurance that the Company will ever achieve profitability.

DESCRIPTION OF BUSINESS

Company Overview

Industry Overview

The Seton Hall Sports Poll reported 28% of US households actively collect sports memorabilia.^[1] Heritage Auctions, one of the leading auction houses in the industry, had gross sales just over a billion dollars in 2023. Infinite Auctions is one of around 25 sports memorabilia auction houses that all range in size and the types of collectibles that they specialize in. Over

^[1]https://www.thesetonian.com/article/2024/05/sports-memorabilia-and-collecting

the last decade, sports collectibles have significantly increased in value, bringing in a whole new class of collectors.

The market's growth is underpinned by both the emotional value that fans place on owning a piece of their favorite sports’ history and the financial value as many items appreciate over time. Additionally, the advent of digital platforms and blockchain technology has expanded the scope of what can be collected, now including digital collectibles and NFTs.

Market Segments

The sports memorabilia market is typically segmented based on the type of items, sports type, and distribution channel:

Type of Items:

•

Autographed Memorabilia: This includes signed jerseys, balls, photographs, and other equipment. These are highly sought after due to their authenticity and connection to sports icons.

•

Trading Cards: Cards, especially those featuring prominent athletes, are immensely popular, with some rare editions fetching millions of dollars at auctions.

•

Apparel and Equipment: Jerseys, helmets, gloves, and bats, either used in games or replicas, form a substantial part of the market.

•

Digital Memorabilia: With the rise of digital technology, virtual items like NFTs associated with memorable sports moments or digital autographs are gaining traction.

Sports:

Different sports have varying levels of collectible trading activity, with the most prominent being baseball, basketball, football, and soccer. Each sport has its unique set of collectibles, with baseball historically being the leader in the memorabilia market.

Distribution Channels:

•

Online Retail: Online platforms are the fastest-growing distribution channel, providing a global reach and ease of access to rare items.

•

Auctions: High-value collectibles are often sold at auctions. In addition to auction houses with a specific focus on memorabilia, notable auction houses like Sotheby’s and Christie’s regularly feature sports memorabilia.

•

Retail Stores and Specialty Shops: These are traditional venues where collectors can purchase memorabilia, although their prominence is slightly decreasing due to the rise of online sales.

Market Trends and Drivers

•

Technological Advancements: The integration of technologies like blockchain for verifying authenticity and provenance of memorabilia items has been a key driver. Digital collectibles and NFTs are expanding the market to include digital-native consumers.

•

Celebrity and Historical Significance: Items associated with legendary figures or monumental sports events command premium prices and have a dedicated collector base.

•

Media and Entertainment: Documentaries and movies about sports stars or iconic sports moments can spike interest and value in related memorabilia.

•

Globalization of Sports: Increased global interest in leagues like the NBA, NFL, and English Premier League has widened the market base, bringing in international buyers and sellers.

•

COVID-19 Impact: The pandemic initially disrupted the market, especially live auction events and physical retail channels. However, it also boosted online sales and digital collectibles due to increased online engagement.

Our Services and Sales Structure

Sellers are charged a fee of up to 20% of the final bid to sell their consigned items in our auctions all while the buyers of each item are also charged a 20% buyer’s premium. This standard consignment agreement setup results in a max profit of up to 40% of the value of each item sold in auction. However, for ultra-premium consignments and sports cards the seller fee of 20% may be discounted or waived all together and a portion of the buyer’s premium may also be awarded to the seller. The resulting profit range for consigned items is a maximum of 40% and a minimum of 7% depending on the consignment agreement.

Auction Schedule, Number Of Auctions, Auction Revenue

At Infinite Auctions, annually, we conduct three to four large auctions, complemented by approximately two to three flash auctions and charity auction events during the year. These auctions have showcased a wide range of collectibles and memorabilia, with sales reaching up to $850,000. While we schedule our larger main auctions almost quarterly, our approach remains adaptable rather than rigidly bound by timeframes. Occasionally, when presented with consignments of larger collections, we may opt to host separate auctions outside of our regular schedule or adjust our auction calendar accordingly. Ultimately, our decision-making process revolves around the flow of consignments, ensuring that we can consistently deliver exceptional auctions that meet the diverse needs and expectations of our valued clientele.

We utilize the SimpleAuctionSite Software for our auction platform. This software is a familiar and trusted choice within the sports auction industry, known for its reliability and ease of use. Widely adopted by high-end bidders in the collectibles space, SimpleAuctionSite offers a user-friendly experience, making it seamless for both buyers and sellers to navigate auctions and place bids with confidence. With its robust features and widespread recognition, SimpleAuctionSite enhances the overall auction experience, ensuring smooth transactions and satisfaction for all participants.

Marketing Strategy

We use a number of digital marketing resources that include the services of auction report, press releases Facebook/Instagram digital marketing, Google digital marketing, all combined with our email list of almost 17,000 memorabilia collectors. We have moved away from print advertising as it has proven to be less cost efficient and effective as our digital advertising approach. The average total cost of marketing per auction is approximately $10,000 - $20,000.

Employees

Marshall Perkins is the sole full time employee of the company. Other needed services such as photo editing, auction writing, graphic design, and marketing are outsourced through. As cash flow increases the company intends to hire a full-time consignment director.

Competition

Goldin Auctions is the most prominent auction house that has a sole focus on sports cards, trading cards, game used memorabilia and now video games. They grossed $100 million in total sales in 2020. Goldin Auctions had over $400 million in gross sales in 2023. Heritage Auctions is an industry leader in the online auction realm but sells much more than sports

memorabilia as their scope ranges from fine wine to antique artifacts and coins. Further, Heritage Auctions grossed over $1 billion in 2023.

Goldin and Heritage both have a dozen or more consignment directors as well as physical locations that must be maintained. Infinite Auctions will be moving into a monthly auction format in 2025 which will help us turn inventory faster for greater annual gains all while getting our consignors faster payouts. One advantage that we have on our competition is our low overhead expenses, the fact that consignors and bidders have direct access to the owner of the company and we offer a wealth of hands on guidance when it comes to memorabilia authentication that other auction houses don’t always offer.

Ebay has solidified its position as a formidable player in the sports collectibles space, standing out for its competitiveness and expansive offerings. With a vast network of sellers and buyers worldwide, Ebay provides a diverse marketplace where enthusiasts can discover a wide range of sports memorabilia, from vintage baseball cards to autographed jerseys of their favorite athletes. The platform's auction format fosters a dynamic environment that encourages competitive bidding, driving prices and excitement among collectors. Additionally, Ebay's user-friendly interface and robust search functionality make it easy for collectors to find rare and unique items, further enhancing its appeal in the sports collectibles market. Overall, Ebay continues to thrive as a premier destination for sports enthusiasts seeking to expand their collections or sell prized memorabilia.

Steiner Sports has established itself as a key player in the competitive sports autographs and collectibles market. Renowned for its authenticity and extensive selection, Steiner offers a wide array of signed memorabilia, ranging from iconic jerseys to rare photographs, catering to enthusiasts and collectors alike. With partnerships with top athletes and exclusive access to memorable sports moments, Steiner delivers unique and sought-after items that captivate fans worldwide. Moreover, their commitment to authenticity and customer satisfaction sets them apart, ensuring that every piece of memorabilia meets the highest standards. As a result, Steiner Sports remains a dominant force in the sports autographs and collectibles space, continuously delivering unparalleled experiences for sports enthusiasts.

Near Term Growth Strategy

We are focusing our efforts on increasing buyer and seller engagement by increasing the number of auctions that we run each year and by also introducing a stronger marketing plan and hiring consignment directors to assist in acquiring consignments. We are seeking to add a mobile app to have a sleeker and more futuristic feel for our clients all while keeping the engagement process as simple as possible. We are placing an extreme focus on increasing our inventory catalog as it will drive revenue and attract consignors of high value memorabilia which also helps the company’s bottom line as we acquire more consignments for auction, and private sales. In the past we have used a cookie cutter approach to advertising, but moving forward we are looking forward to using mass marketing tools such as nationwide television and radio advertising along with our traditional digital marketing strategies.

Long Term Growth Strategy

Ultimately the name "Infinite Auctions” was chosen because there are infinite possibilities when it comes to what we can auction on our platform with our array of potential collector clients. In the future we plan on breaking into other markets, which will include comic books, graded video games, high end time pieces, art and much more. The comic book industry alone sold $1.28 billion in 2023 as prices began to emerge. The used watch market is estimated to be in the hundreds of millions in 2023 as well. In order to fully scale our business to compete with the heads of the collectibles industry we would need to hire additional staff that would include consignment directors to assist in acquiring consignments and a digital marketing specialist that would keep us relevant in the eyes of our potential and existing clients with consistent and creative marketing efforts. Further, in order to truly maximize the company's potential, we would need an increased travel budget in order to attend the top national sports conventions each year that could dramatically increase our revenue. In addition, we are looking to possible acquire other auction sites and memorabilia dealers.

Government Regulation

Online auctions in the United States are primarily regulated under the same legal frameworks that govern traditional auctions, but with additional considerations specific to the digital nature of the transactions. However, many states do not require licenses for online auctions as they would for more traditional auctions. Here are the key aspects of U.S. regulations that pertain to online auctions:

1. Federal Trade Commission (FTC): The FTC plays a central role in regulating online auctions. It enforces laws that protect consumers from deceptive and unfair business practices. For instance, auction sites are required to provide clear information about the products being sold, terms of the sale, and the bidding process. Additionally, the FTC's Mail, Internet, or Telephone Order Merchandise Rule mandates that sellers ship items within the time stated or within 30 days if no specific time is promised.

2. Uniform Commercial Code (UCC): The UCC, which has been adopted in some form by all U.S. states, applies to transactions involving the sale of goods, including online auctions. It outlines the rights and obligations of both buyers and sellers in auction transactions.

3. State Laws: Each state may have additional laws and regulations that impact online auctions. These might include specific requirements for licenses, taxes, or additional consumer protections that go beyond federal regulations.

4. Consumer Protection Laws: Apart from the FTC, state attorney generals can enforce local consumer protection laws. These laws help ensure that auction sites operate transparently and fairly, and they help in prosecuting cases of fraud or misrepresentation.

5. Online Payment Regulation: Financial transactions in online auctions are subject to regulations concerning electronic payments. Laws such as the Electronic Fund Transfer Act (EFTA) protect consumers when they transfer funds electronically, including via credit cards, debit cards, and electronic checks.

6. Data Privacy and Security: Online auction sites must comply with federal and state data privacy and security laws. These include regulations about how consumer information is collected, stored, and shared. The Children’s Online Privacy Protection Act (COPPA) is particularly significant if the site collects information from children under the age of 13.

7. Accessibility: Online auction platforms must also adhere to regulations concerning accessibility. For example, the Americans with Disabilities Act (ADA) may require that online auction sites be accessible to individuals with disabilities.

8. Intellectual Property: Online auctions must ensure they do not facilitate the sale of counterfeit goods, which would infringe on intellectual property rights. Enforcement here often involves cooperation with intellectual property rights holders and compliance with both U.S. and international laws regarding intellectual property.

9. Anti-Money Laundering Laws: Online auction platforms must also be aware of AML regulations, which aim to prevent the laundering of money through auction transactions. Compliance includes conducting due diligence on high-value bidders and reporting suspicious activities to the authorities.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims against the Company.

DILUTION

Purchasers of our Shares offered in this Offering Circular will experience an immediate and substantial dilution of the net tangible book value of their Shares from the initial public offering price. Net tangible book value per share of our common stock before this offering is determined by dividing net tangible book value based on March 31, 2024, net book value of the tangible assets (consisting of total assets less intangible assets) of the Company by the number of shares of our common stock issued. The table below is based upon the Company completing the offering at the lowest price in the offering range.

Assumed initial public offering price per share	$	.0005
Net tangible book value per share before this offering	$	.00036
Increase in pro forma net tangible book value per share attributable to this offering (1)	$	0.00004
Expenses impacting net tangible book value per share after this offering	$	50,000
Pro forma net tangible book value per share after this offering	$	0.00041
Dilution in pro forma net tangible book value per share to new investors (Purchase Price of $0.0005 Less Pro Forma Net Tangible Book Value Per Share)	$	(0.00009)

(1) The increase in pro forma net tangible book value per share attributable to this offering is determined by subtracting (a) the sum of (i) the pro forma net tangible book value per share before this offering (see note above) and (ii) the decrease in pro forma net tangible book value per share divided by (ii) the number of outstanding shares of common stock after this offering.

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

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this document. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors.

Results of Operations for the Years ended December 31, 2023 and 2022

Revenues

For the years ended December 31, 2023 and 2022 we had revenues of $731,971 and $3,469,685, respectively. Gross profit decreased from $1,330,000 in 2022 to ($57,237) in 2023, mainly due to the rapid downturn in the sports collectibles market. This decline prompted us to sell off our inventory at significantly lower prices than their original purchase prices, leading to substantial losses. Given the challenging climate in the sports cards market, we made the strategic decision to liquidate all

sports cards from our inventory. While this decision was necessary to adapt to the changing market dynamics, it resulted in a negative gross profit for the year.

Operating Expenses

We incurred $323,784 in operating expenses for the year ended December 31, 2023, as compared with $230,895 during the year ended December 31, 2022. The increase in operating expenses is the result of higher expenses in areas such as marketing, and professional services such as legal and accounting during the year ended December 31, 2023. We expect our operating expenses will continue to increase in future years as a result of the costs associated with the increased operating activity under our business model.

Other Income/Expenses

We had interest expenses of $6,485 for the year ended December 31, 2023 compared to $0 for the same period of 2022.

Net Loss

We recorded a net loss of $387,506 for the year ended December 31, 2023, compared to a net profit of $1,099,105 for the year ended December 31, 2022. The increase in the net loss is the result of the factors discussed above.

Results of Operations for the Three months ended March 31, 2024 and 2023

Revenues

We had revenues of $7,114 and $122,706 for three months ended December 31, 2024 and 2023. The decline in revenue is due to our previous sell off inventory as the sports memorabilia began to decline.

Operating Expenses

We incurred $ 33,710 in operating expenses for the three months ended March 31, 2024, as compared with $64,963 during the three months ended March 31, 2023. We expect our operating expenses will continue to increase in future years as a result of the costs associated with the increased operating activity under our business model.

Other Income/Expenses

We had interest expenses of $1,965 for the three months ended March 31, 2024 compared to $1,675 for the same period of 2022.

Net Loss

For the three months ended March 31, 2024 and March 31, 2024 we had a net loss of $34,552 and $226,977. This decrease was due to lower sales and lower costs of sales during the most recent period.

Liquidity and Capital Resources

Our financing objective is to maintain financial flexibility to meet the material, equipment and personnel needs to support our project commitments, and pursue our expansion and diversification objectives.

As of March 31, 2024, we had total current assets of $1,298,026 and total current liabilities of $98,598.

Net cash used by operating activities was $708,268 for the three months ended March 31, 2024, as compared with net cash provided by operating activities of $19,931. This includes 706,288 used to purchase inventory during the most recent quarter

Net cash provided by operating activities was $29,912 for the year ended December 31, 2023, as compared with $139,548 in cash provided for the year ended December 31, 2022.

Financing activities provided $6,321 in cash for the year ended December 31, 2023, as compared with $127,750 for the year ended December 31, 2022.

PLAN OF DISTRIBUTION

The Company is offering a maximum of $1,000,000 in Shares of its Common Stock on a best-efforts basis at a fixed price of $[ ] per share and any funds raised from this Offering will be immediately available to the Company. The Offering will terminate upon the earlier of the sale of all the Shares or one year from the date of this Offering Statement.

There is no aggregate minimum to be raised in order for subscription proceeds to be released to the Company and therefore the Offering will be conducted on a “rolling basis.” This means we are entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, including, without limitation, research and development expenses, offering expenses, working capital, general corporate purposes, repayment of debt (if any) and, prior to our use of the proceeds, other uses, including short-term, interest-bearing investments, as more specifically set forth in the “Use of Proceeds” starting on page 17.

The Offering may be made, in management’s discretion, directly to investors by the Company’s management on a “best efforts” basis. We reserve the right to offer the Shares through broker-dealers who are registered with FINRA/SIPC. The Company may engage a broker-dealer registered with the SEC and a member of FINRA/SIPC to perform administrative compliance and related broker-dealer services in connection with this Offering including the review of investor information including KYC (Know Your Customer) data, AML (Anti-Money Laundering) and other compliance checks and review of subscription agreements and investor information. Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. None of our officers or directors are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our officers or directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii) except that for securities issued pursuant to rule 415 under the Securities Act, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

We intend to sell the Shares in this offering through our Board of Directors and their affiliates. They will not receive any compensation for offering or selling the Shares. We reserve the right to reject, in whole or in part, any subscriptions for Shares made in this Offering, in our discretion.

Selling Agents and Expenses

We may engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of the Shares and to pay to such persons, if any, cash commissions of up to 10% of the gross proceeds from the sales of Shares placed by such persons and agent warrants (“Agent Shares”) to purchase that number of Shares equal to 10% of the Shares placed by such persons.

We have not entered into selling agreements with any broker-dealers to date. We will be responsible for and pay all expenses relating to this Offering, including, without limitation, (a) all filing fees and expenses relating to the qualification of this Offering with the SEC and the filing of the offering materials with FINRA, as applicable; (b) all fees and expenses relating to the registration or qualification of the Shares as required under State Blue Sky laws, including the fees of counsel selected by us; (c) the costs of all preparing and printing of the offering documents; (d) the costs of preparing, printing and delivering certificates representing Shares; (e) fees and expenses of the transfer agent for the Shares; and (f) the fees and expenses of

our accountants and the fees and expenses of our legal counsel and other agents and representatives. We expect the total expenses to be paid by us will be at least $50,000.

Offering Period

We expect to commence the sale of the Shares within two days following the Qualification Date. This Offering will terminate on the Termination Date.

Offering Documents

This Offering Statement and the offering documents specific to this Offering will be available to prospective investors for viewing 24 hours per day, 7 days per week on our website at www.infinteauctions.com. Before committing to purchase Shares, each potential investor must consent to receive the final Offering Statement and all other offering documents electronically. In order to purchase Shares, a prospective investor must complete and sign and deliver to us a Subscription Agreement, the form of which is an exhibit to the Offering Statement of which this Offering Statement is a part and send payment to us as described in the Subscription Agreement. Prospective investors must also have agreed to the Terms of Use and Privacy Policy of our website.

Prospective investors must read and rely on the information provided in this Offering Statement in connection with any decision to invest in the Shares. For general information on investing, we encourage you to refer to www.investor.gov.

State Blue Sky Information

If we fail to comply with State securities laws where our securities are sold, we may be subject to fines and other regulatory actions against us. We intend to take the steps necessary to help insure that offers and sales in this Offering are in compliance with State Blue Sky laws, provided, however, there can be no assurance that we will be able to achieve such compliance in all instances, or avoid fines or other regulatory actions if we are not in compliance.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographical information regarding the officers and directors of the Company, who will continue to serve as officers and Directors of the Company are provided below:

Officer Biographies

NAME	AGE	POSITION
Marshall Perkins III	43	Chief Executive Officer, President, Secretary, Treasurer, Director

Management Biographies

Marshall Perkins

Marshall Perkins has been the CEO Infinite Auctions since 2016. Within this position, he has had diverse responsibilities ranging from auctioneer to consignment director, lead photographer, auction writer, and marketing director.

A foremost expert in game used memorabilia with a 12-year history as a pioneer in sports memorabilia authentication and sales with more than 30 years of experience in the arena. Marshall Perkins has worked with both the top collectors and high profile professional athletes and is known across the game used sports memorabilia industry for introducing some of the most important and historic memorabilia to light using an iron clad method of authentication called photo matching. Marshall was responsible for introducing items such as Mickey Mantle’s 1960 NY Yankees World Series jersey to the industry as well as

Michael Jordan’s 1985-86 Chicago Bulls uniform from his very first NBA Slam Dunk Contest Title. Marshall has been an asset to the collectibles industry and will continue to be an asset to the consignors and bidders at Infinite Auctions.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules, and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices, and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation, or audit committee charter.

Involvement in Certain Legal Proceedings

Our Director and our Executive Officer has not been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Shareholder Proposals

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

SECURITY OWNERSHIP

The following table sets forth certain information as of March 31, 2024, with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Shares; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the Shares set forth therein has sole voting power and sole investment power with respect to such Shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company. The percentages are based on 3,209,575,220 Shares of our Common Stock outstanding as of the date above.

Name	Common Stock	% Before Offering(1)	% After Offering	Series A Preferred Stock
Marshall Perkins III (1)	1,980,000,000	61.69%	[ ]%	1
All Executive Officers As A Group	1,980,000,000	61.69%	[ ]%	1
5% Owners
Carey W. Cooley	170,000,000	5.30%	[ ]%	-
Quartermaine Asquith & Associates Ltd (2)	200,000,000	6.23%	[ ]%	-

(1) The address for Marshall Perkins III is care of the Company at 530 E. Hunt Hwy. Suite 103-225 San Tan Valley, AZ. 85143

(2) F. James Nelson is the beneficial owner of Quartermaine Asquith & Associates Ltd., a Hong Kong Company.

Regardless of the success of this offering, our officers and director and current stockholders will continue to own the majority of our Shares after the offering. Since they may continue to control the Company after the offering, investors may be unable to change the course of the operations. Thus, the Shares we are offering may lack the value normally attributable to voting rights. This could result in a reduction in value of the Shares you own because of their ineffective voting power. None of our Shares is subject to outstanding options, warrants, or securities convertible into Shares.

The Company’s voting securities consist of Common Shares and Preferred Stock. Beneficial ownership is determined in accordance with SEC rules and generally includes sole or shared voting or investment power with respect to voting securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any voting securities that such person or any member of such group has the right to acquire within 60 days of the date of this Offering Statement. For purposes of computing the percentage of the Company’s outstanding voting securities held by each person or group of persons named above, any securities that such person or persons has the right to acquire within 60 days of the date of this Offering Statement are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership as determined under SEC rules is not necessarily indicative of beneficial or other ownership for any other purpose. The inclusion herein of any securities listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, the Company plans to fully disclose any and all related party transactions in the following manner:

	•	Disclosing such transactions in reports where required;
	•	Disclosing in any and all filings with the SEC, where required;
	•	Obtaining disinterested director’s consent; and
	•	Obtaining shareholder consent where required.

Review, Approval or Ratification of Transactions with Related Persons

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval, or ratification of transactions, such as those described above, with our executive officers, Directors, and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

EXECUTIVE COMPENSATION

For the fiscal years ended July 31, 2023 and 2022, we compensated our three highest-paid directors and executive officers as follows:

Name and principal position	Year Ended		Salary		Bonus		Stock Compensation		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		Total
(a)	(b)		($) (c)		($) (d)		($) (e)		($) (f)		($) (g)		($) (h)		($) (j)
Marshall Perkins III		2023		20,916		—		—		—		—		—		20,916
CEO (1)		2022		—		—		—		—		—		—		—

Summary of Compensation

Stock Option Grants

We have not granted any stock options to our executive officer since our incorporation.

Employment Agreements

We do not have any employment agreements.

Director Compensation

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long- term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

Transactions with Related Persons, Promoters, Certain Control Persons & Director Independence

Other than the issuance of shares to our current Sole-Officer, we do not have any transactions with related persons to report.

Changes in and Disagreements with Accountants

Accounting & Financial Disclosure

There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

Interests of Named Experts and Counsel

No expert or counsel named in this Offering Circular as having prepared or certified any part of this Offering Circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Shares was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Jonathan D. Leinwand, P.A., will pass on the validity of the Shares being offered pursuant to this Offering Circular.

DESCRIPTION OF SHARES

The Company has 7,979,999,990 (Seven Billion Nine Hundred Seventy-Nine Million-Nine Hundred Ninety-Nine Thousand-Nine Hundred Ninety) authorized common shares and 20,000,0010 (Twenty Million and Ten) authorized preferred shares of which 1 (One) preferred Share is designated as Special 2021 Series A Preferred Stock. 3,209,575,220 shares of common stock and 1 share of Special 2021 Series A preferred stock are issued and outstanding.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Preferred Stock

Special 2021 Series A Preferred Stock

The following describes the material terms of the Special 2021 Series A Preferred. This is not a complete description and is subject to, and entirely qualified by reference to applicable provisions of our Articles of Incorporation, Bylaws and the Certificate of Designation establishing the Special 2021 Series A Preferred Stock, which are filed as exhibits to this Offering Statement. Capitalized terms used but not defined in this subsection shall have the meanings ascribed to them in the Certificate of Designation establishing the Special 2021 Series A Preferred Stock

Voting

The 2021 Series A Preferred Stock stockholder is entitled to 60% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis) entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration.

Conversion into Common Stock

The share of 2021 Series A Preferred Stock is convertible into common shares at a conversion rate of 1 preferred to 3,000,000,000 (Three Billion) common shares. The holder of the 2021 Series A Preferred Stock can affect the conversion at any time.

Dividends, Liquidation.

The share of 2021 Series A Preferred Stock shall not be entitled to any dividends in respect thereof, and shall not participate in any proceeds available to the Corporation’s shareholders upon the liquidation, dissolution or winding up of the Corporation.

There are no redemption rights or sinking fund provisions.

Dividend Policy

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Penny Stock Regulation

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

Indemnification

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any by law, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

Limitation of Director Liability

Nevada law currently provides that our directors will not be personally liable to our Company or our stockholders for monetary damages for any act or omission as a director other than in the following circumstances:

	•	the director breaches his fiduciary duty to our Company, or our stockholders and this breach involves intentional misconduct, fraud, or a knowing violation of law; or
	•	our Company makes an unlawful payment of a dividend or unlawful stock purchases, redemptions, or other distributions.

As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors. Our Articles of Incorporation do not provide for such expanded liability.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Meetings of Shareholders

Meetings of shareholders shall be held at such time and place as provided in the Bylaws of the Corporation. At all meetings of the shareholders, one-third of all votes entitled to be cast at the meeting shall constitute a quorum.

No Cumulative Voting

There shall be no cumulative voting for the election of directors.

Action by Shareholders

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders having the minimum number of votes necessary to authorize or take such action at a meeting at which all of the Shares entitled to vote thereon were present and voted.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been a limited market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

	•	1% of the number of shares of our Common Stock then outstanding; or
	•	the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

Ability to Void a Sale of Shares

We have the right to void a sale of Shares in the Offering and compel an investor to return them to us, if we have reason to believe that such investor acquired the Shares as a result of a misrepresentation, including with respect to such shareholder’s representation that it is a “qualified purchaser” or an “accredited investor” as defined pursuant to Regulation A or Regulation D promulgated under the Securities Act, respectively, or if the investor or the sale to the investor is otherwise in breach of the requirements set forth in our Articles of incorporation, as amended, or bylaws, copies of which are exhibits to the Offering Statement in which this Offering Statement has been filed with the SEC.

Rights as a Stockholder

Except as otherwise provided in the Shares or by virtue of such holder’s ownership of Shares of Common Shares, the holder of a Share does not have the rights or privileges of a holder of Common Shares, including any voting rights.

Governing Law

The Shares are governed by and construed in accordance with the laws of the State of Nevada. The foregoing is a brief summary of certain terms and conditions of the Shares to be issued in connection with this Offering and subject in all respects to the provisions contained in the Shares.

No Independent Counsel

Jonathan D. Leinwand, P.A. (“Counsel”) represent the Company and its affiliates from time-to-time in a variety of matters. Counsel does not represent any of the Investors in connection with the Company. Counsel represents the Company and its affiliates, including with respect to the Company’s role in relation to the Company.

By acquiring Shares in the Company, each Investor will be deemed to have waived any conflict and agreed that Counsel may act for the Company, affiliates of the Company or any or all of them in matters adverse to such Investor and/or the Company.

TRANSFER AGENT

The transfer agent and registrar for our common stock is:

Manhattan Transfer Registrar Co.

One Grand Central Place

60 East 42nd Street, Suite 1201

New York, NY 10165

LEGAL MATTERS

Certain legal matters with respect to the securities offered hereby will be passed upon by Jonathan D. Leinwand, P.A.

AVAILABLE INFORMATION

We have filed with the SEC an offering circular on Form 1-A under the Securities Act with respect to the Shares offered hereby. This offering circular, which constitutes part of the offering circular, does not contain all of the information set forth in the offering circular and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our Shares and our Company, please review the offering circular, including exhibits, schedules and reports filed as a part thereof. Statements in this offering circular as to the contents of any contract or other document filed as an exhibit to the offering circular, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance, reference is made to the copy of such document filed as an exhibit to the offering circular, each such statement being qualified in all respects by such reference.

A copy of the offering circular and the exhibits and schedules that were filed with the offering circular may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the offering circular may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

Unaudited Financial Statements for the Three Months Ended March 31, 2024

Balance Sheet for the Three Months Ended March 31, 2024	F-1
Statement of Income for the Three Months Ended March 31, 2024	F-2
Statement of Stockholders’ Equity for the Three Months Ended March 31, 2024	F-3
Statement of Cash Flows for the Three Months Ended March 31, 2024	F-4
Notes to Financial Statements for the Three Months Ended March 31, 2024	F-5

Unaudited Financial Statements for the Year Ended December 31, 2023

Balance Sheet for the Year Ended December 31, 2023	F-12
Statement of Income for the Year Ended December 31, 2023	F-13
Statement of Stockholders’ Equity for the Year Ended December 31, 2023	F-14
Statement of Cash Flows for the Year Ended December 31, 2023	F-15
Notes to Financial Statements for the Year Ended December 31, 2023	F-16

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Balance Sheet

	March 31,			December 31,
	2024			2023
Assets
Current Assets
Cash	$	27,120			35,388
Prepaid expense		1,500			1,500
Inventory		1,269,406			566,568
Total Current Assets		1,298,026			603,456

Total Assets	$	1,298,026			603,456

Liabilities and Stockholder's Equity
Current Liabilities
Accrued expenses	$	10,622			8,043
Credit Line		29,619			29,140
Advances by Shareholder		58,357			22,293
Note Payable					10,000
Total Current Liabilities		98,598			69,476

Stockholder's Equity
Preferred Stock; 0.00001 par value, 20,000,010
authorized, 128,901 shares issued and
outstanding March 31,02024 and December
31, 2023		0			0
Common Stock, 0.00001 par value, 7,979,999,990
shares authorized, 3,309,575,220 shares March
31, 2024 and 3,209,575,220 December 31,2023		33,096			32,096
Additional Paid in Capital		12,010,995			11,311,995
Accumulated Deficit		(10,844,663	)		(10,810,111	)
Total Stockholder Equity		1,199,428			533,980

Total Liabilities and Stockholder Equity		1,298,026			603,456

The accompanying notes are an integral part of these financial statements.

F-1

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Statement of Income


	For the Three Months Ended
	March 31,
	2024			2023
	(Unaudited)			(Unaudited)

Sales Revenue		7,114			122,706

Cost of Sales		6,000			283,045

Gross Profit		1,114			(160,339	)

General & Administrative		33,710			64,963

NET OPERATING INCOME (LOSS)		(32,596	)		(225,302	)

Other Income (Expense)
Interest Expense		(1,956	)		(1,675	)

NET INCOME		(34,552	)		(226,977	)

The accompanying notes are an integral part of these financial statements.

F-2

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Statement of Stockholders’ Equity


	Common Stock						Special 2011 Series A Preferred Stock				Series A Preferred Stock					Series B Preferred Stock
	Shares			Par value			Shares		Par value		Shares			Par value		Shares			Par value			Additional Paid In Capital			Accumulated Deficit			Total Stockholders’ Equity

Balance - December 31, 2021		2,959,575,220		$	29,596			1	$	0		1		$	0		129,800		$	1		$	11,492,473		$	(11,522,070	)	$	0

Cancellation of Common Stock		(2,000,000,000	)		(20,000	)																	20,000						0
Cancellation of Preferred Stock												(1	)		0		(129,800	)		(1	)		1						0
Purchase of Infinite Auctions		2,250,000,000			22,500																		(200,479	)					(177,979	)
Net Profit (Loss)																										1,099,465			1,099,465

Balance December 31, 2022		3,209,575,220		$	32,096			1		0		0			0		0			0		$	11,311,995		$	(10,422,605	)	$	921,486

Net Profit (Loss)																										(387,506	)		(387,506	)

Balance - December 31, 2023		3,209,575,220		$	32,096			1		0		0			0		0			0		$	11,311,995		$	(10,810,111	)	$	533,980

Stock issued for Inventory		100,000,000			1,000																		699,000						700,000

Net Profit (Loss)																										(34,552	)		(34,552	)

Balance - March 31, 2024		3,309,575,220		$	33,096			1	$	0		0		$	0		0		$	0		$	12,010,995		$	(10,844,663	)	$	1,199,428

The accompanying notes are an integral part of these financial statements.

F-3

MEDICAL CARE TECHNOLOGIES INC
dba Infinite Auctions, LLC
Statement of Cash Flows

	For the Three Months Ended
	March 31,
	2024			2023
	(Unaudited)			(Unaudited)

Cash flows from Operations
Net Loss	$	(34,552	)	$	(226,977	)
Adjustments to reconcile net loss
to net cash
Prepaid expenses		0			0
Inventory		(706,288	)		287,300
Accounts Payable		0			(30,170	)
Accrued expenses		2,579			(11,261	)
Credit line		479			1,039
Advances by Shareholder		29,514			0
Net Cash provided (used) by Operations	$	(708,268	)	$	19,931


Cash Flows from Investing activities		0			0

Cash Flows from Financing activities
Stock issued for Inventory		700,000			0
Net Cash provided (used) by Financing	$	700,000		$	0


Net increase (Decrease) in Cash		(8,268	)		19,931

Beginning Cash balance		35,388			11,797

Ending Cash Balance	$	27,120		$	31,728

The accompanying notes are an integral part of these financial statements.

F-4

MEDICAL CARE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Medical Technologies, Inc. (the “Company”, “we”, “us” or “our”), a Nevada corporation, has a fiscal year end of December 31 and is listed on the OTC Pink Markets under the trading symbol MDCE. The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2016 to 2021 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. On May 13, 2021, a shareholder filed a petition for custodianship, with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on May 28, 2021. The Company’s Nevada charter was reinstated on June 4, 2021, and all required reports were filed with the State of Nevada soon after. The Company remains inactive as of the date of this report and is currently taking steps to provide adequate current public information to meet the requirements under the Securities Act of 1933. The custodian was not able to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence the Company’s outstanding common shares were reflected in the equity section of the accompanying unaudited financial statements for the periods ended March 31, 2024, and 2021.

The issuer was incorporated in the State of Nevada in February 2007 as Aventerra Exploration, Inc. The issuer amended its Articles of Incorporation to change its name to AM Oil Resources & Technology, Inc. in December 2008. The issuer merged with Medical Care Technologies, Inc. and changed its name to Medical Care Technologies, Inc. in October 2009.

On April 27, 2021, SSM Monopoly Corporation, a shareholder of the Company, served a demand to the Company, at the last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150.

On May 13, 2021, a petition was filed against the Company in the District Court of Clark County, Nevada, entitled “In the Matter of Medical Care Technologies, Inc., a Nevada corporation” under case number A-21-834558-C by SSM Monopoly Corporation, along with an Application for Appointment of Custodian, after several attempts to locate prior management and reinstate the Company’s Nevada charter, which had been revoked.

On May 28, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of SSM Monopoly Corporation LLC (the “Order”), as Custodian of the Company. Pursuant to the Order, the SSM Monopoly Corporation (the “Custodian”) has the authority to take any actions on behalf of the Company, that are reasonable, prudent or for the benefit of pursuant to, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter.

On June 3, 2021, the Custodian appointed Kareem Mansour as the Company’s sole officer and director.

Also on June 3, 2021, the Custodian designated one share of preferred stock as Special 2021 Series A Preferred Stock at par value of $0.00001. The Special 2021 Series A Preferred has 60% voting rights over all classes of stock and is convertible into 3,000,000,000 shares of the Company’s common stock.

Also on June 3, 2021, the Custodian granted to itself, one share of preferred stock, Special 2021 Series A Preferred Stock at par value of $0.00001.

On June 4, 2021, the Company filed a Certificate of Revival with the Secretary State of the State of Nevada, which reinstated the Company’s charter and appointed a new Resident Agent in Nevada.

F-5

On June 14, 2021, in a private transaction, the Custodian entered into a Securities Purchase Agreement (the “SPA”) with Krisa Management LLC, a Texas limited liability company, to sell the Special 2021 Series A Preferred. Upon closing of the SPA on June 14, 2001, Krisa Management LLC acquired 60% control of the Company. However, the court appointed control still remains with the Custodian until the Custodian files a petition with the District Court of Clark County, Nevada to relinquish custodianship and control of the Company.

On June 14, 2021, the Custodian appointed Carey W. Cooley as the Company’s sole officer and director. On June 14, 2021, Kareem Mansour resigned as an officer and director.

On August 19, 2021, in a private transaction, Krisa Management LLC entered into a tentative agreement with a private individual to sell the Special 2021 Series A Preferred share. The sale is not yet closed and is awaiting a ruling on a pending motion in the State of Nevada.

On November 12, 2021, the Custodian cancelled 2,000,000,000 shares of common stock that were improperly issued to the prior CEO, and all shares of the Series A, B, and C Preferred Stock since they were improperly issued. The Custodian also revoked the Series A, B, and C Preferred Stock designations as they were not properly established with the Secretary of State of the State of Nevada.

On January 11, 2022, the District Court of Clark County, Nevada entered a Notice Of Entry Of Order Granting Custodian SSM Monopoly Corporation’s Motion To Discharge Custodianship And Enter Final Order, which included the cancelation of 2,000,000,000 shares of common stock. However, the wording of the order was insufficient to cancel the Series A, B, and C Preferred Stock.

On May 6, 2022, the District Court of Clark County, Nevada entered an Amended Order, Nunc Pro Tunc, Granting Custodian SSM Monopoly Corporation’s Motion To Discharge Custodianship And Enter Final Order, which included proper language to cancel the Series A, B, and C Preferred Stock and revoke their designations.

As of the date of this report, the company is a nonoperating holding company.

On October 3, 2022, subsequent to the end of this reporting period, Krisa Management LLC completed its agreement from August 19, 2021, to sell the Special 2021 Series A Preferred share to private individual, Marshall Perkins. The transaction is reflected on the Company’s annual report for the period ending March 31, 2024.

On October 3, 2022, subsequent to the end of this reporting period, the Company acquired Infinite Auctions LLC. Financials for the combined companies are included in the Company’s annual report for the period ending March 31, 2024.

NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Security and Exchange Commission (“SEC”)

In the opinion of the management all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows presented have been reflected herein.

The Company applies the provisions of FASB ASC Topic 740, Income Taxes. Topic 740 requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability. Deferred income tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

F-6

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has only incorporated a new operation though an accumulated deficit of $10,666,813 as of March 31, 2024. The Company intends to commence operations as set out below and raise the necessary funds to carry out the aforementioned strategies. The Company cannot be certain that it will be successful in these strategies even with the required funding.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated 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

For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

Financial Instruments

The FASB issued ASC 820-10, Fair Value Measurements and Disclosures, for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

	-	Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
	-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentrations and Credit Risks

The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, sales and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. 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.

F-7

Foreign Currency Translation

The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate. Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates.

Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.

Share-Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized in the period of grant.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

As of March 31, 2024 and 2022, respectively, there was $Nil of unrecognized expense related to non-vested stock- based compensation arrangements granted. There have been no options granted during the fiscal periods ended March 31, 2024 and 2022, respectively.

Income Taxes

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were offset by a 100% valuation allowance, therefore there has been no recognized benefit as of March 31, 2024 and 2022, respectively. Further it is unlikely with the change of control that the Company will have the ability to realize any future tax benefits that may exist.

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Earnings Per Share

Net income (loss) per share is calculated in accordance with ASC 260, Earnings Per Share. The weighted-average number of common shares outstanding during each period is used to compute basic earnings or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

F-8

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding on March 31, 2024 and 2022. Due to prior net operating losses, there is no presentation of dilutive earnings per share, as it would be anti-dilutive.

Forgiveness of Indebtedness

The Company follows the guidance of AS 470.10 related to debt forgiveness and extinguishment. Debts of the Company are considered extinguished when the statute of limitations in the applicable jurisdiction expires or when terminated by judicial authority such as the granting of a declaratory judgment. Debts to related parties or shareholders are treated as capital transactions when forgiven or extinguished and credited to additional paid in capital. Debts to non-related parties are treated as other income when forgiven or extinguished.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), which changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results, in order to better align an entity’s risk management activities and financial reporting for hedging relationships. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements.

FASB ASU No. 2017-12 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. All of the guidance will be effective for the Company in the fiscal year beginning January 1, 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes new accounting and disclosure requirements for leases. FASB ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of-use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective.

F-9

NOTE 4 - INCOME TAXES

Income taxes are provided based upon the liability method. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by accounting standards to allow recognition of such an asset.

As of March 31, 2024, the Company expected no net deferred tax assets to be recognized, resulting from net operating loss carry forwards. Deferred tax assets were offset by a corresponding allowance of 100%.

The Company experienced a change in control during the year, and therefore no more than an insignificant portion of this net operating allowance will ever be used against future taxable income.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

There were no convertible notes payable during the period:

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. The Company has entered into no contracts during the year.

Legal and other matters

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 7 –- SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of filing the consolidated financial statements with OTC Markets, the date the consolidated financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure.

F-10

MEDICAL CARE TECHNOLOGIES INC.

FINANCIAL STATEMENTS (Unaudited)

Year Ended December 31, 2023

F-11

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Balance Sheet

	December 31, 2023 (unaudited)			December 31, 2022 (unaudited)
Assets
Current Assets
Cash	$	35,388		$	11,797
Prepaid expenses		1,500			—
Inventories		566,568			1,033,700
Total current assets		603,456			1,045,497

Total assets	$	603,456		$	1,045,497
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	—		$	54,000
Accrued expenses		8,043			19,782
Credit line		29,140			27,936
Advances by Shareholder		22,293			22,293
Notes Payable		10,000			—
Total current liabilities		69,476			124,011

Stockholders’ Equity
Preferred Stock: 0.00001 par value, 20,000,010 shares authorized:
Special 2021 Series A: 1 share outstanding as of December 31, 2023 and December 31, 2022, respectively		—			—
Series A Preferred Stock, 0 shares outstanding as of December 31, 2023 and December 31, 2022, respectively		—			—
Series B Preferred Stock, 0 shares outstanding as of December 31, 2023 and December 31, 2022, respectively		—			—
Common stock, $0.00001 par value; 7,979,999,990 shares authorized, 3,209,575,220 shares outstanding as of December 31, 2023 and December 31, 2022, respectively		32,096			32,096
Additional paid-in capital		11,311,995			11,311,995
Accumulated deficit		(10,810,111	)		(10,422,605	)
Total stockholders’ equity		533,980			921,486
Total liabilities and stockholders’ equity	$	603,456		$	1,045,497

The accompanying notes are an integral part of these financial statements.

F-12

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Income Statement

	For the Year Ended December 31,
	2023			2022
Sales Revenues	$	731,971		$	3,469,685

Cost of Goods Sold		789,208			2,139,685

Gross Profit (Loss)		(57,237	)		1,330,000

Operating Expenses
General and administrative expenses		323,784			230,895
Total operating expenses		323,784			230,895
Other Expense
Interest Expense		6,485			—
Total other expense		6,485			—
Net Loss	$	(387,506	)	$	1,099,105
Earnings per Share
Basic loss per share	$	(0.00	)	$	—
Weighted average shares outstanding		3,209,575,220			959,575,220

The accompanying notes are an integral part of these financial statements.

F-13

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Statements of Changes in Stockholders’ Equity

	Special 2021 Series A Preferred Stock				Series A Preferred Stock					Series B Preferred Stock						Common Stock
	Shares		Amount		Shares			Amount		Shares			Amount			Shares			Amount			Additional Paid- in Capital			Accumulated Deficit			Total Stockholders’ Equity
Balance, January 1, 2022		1	$	—		1		$	—		129,800		$	1			2,959,575,220		$	29,596		$	11,492,473		$	(11,522,070	)	$	(1	)
Cancellation of common stock		—		—		—			—		—			—			(2,000,000,000	)		(20,000	)		20,000			—			—
Cancellation of preferred stock		—		—		(1	)		—		(129,800	)		(1	)		—			—			1			—			—
Purchase of Infinite Auctions		—		—		—			—		—			—			2,250,000,000			22,500			(200,479	)		—			(177,979	)
Net profit		—		—		—			—		—			—			—			—			—			1,099,465			1,099,465
Balance, December 31, 2022		1	$	—		—		$	—		—		$	—			3,209,575,220		$	32,096		$	11,311,995		$	(10,422,605	)	$	921,486
Net loss		—		—		—			—		—			—			—			—			—			(387,506	)		(387,506	)
Balance, December 31, 2023		1	$	—		—		$	—		—		$	—			3,209,575,220		$	32,096		$	11,311,995		$	(10,810,111	)	$	533,980

The accompanying notes are an integral part of these financial statements

F-14

MEDICAL CARE TECHNOLOGIES INC

dba Infinite Auctions, LLC

Statement of Cash Flows

	Year Ended December 31,
	2023			2022
Cash Flows from Operating Activities
Net loss	$	(387,506	)	$	1,099,465
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Interest expense on credit card and credit line		4,818			—
Changes in operating assets and liabilities which provided cash:
Prepaid expenses		(1,500	)		—
Inventories		467,332			(1,033,700	)
Accounts payable		(54,000	)		54,000
Accrued expenses		(12,793	)		19,783
Credit line		13,761			—
Net cash provided by operating activities		29,912			139,548

Cash Flows from Financing Activities
Advances from credit line		1,000			27,936
Payments to credit line		(17,321	)		—
Proceeds from Notes Payable		30,000			—
Payments to Notes Payable		(20,000	)		—
Advances by Shareholders		—			22,293
APIC Adjustment		—			(177,979	)
Net cash used in financing activities		(6,321	)		(127,750	)

Net Increase in Cash		23,591			11,797
Cash - Beginning of period		11,797			—
Cash - End of period	$	35,388		$	11,797

The accompanying notes are an integral part of these financial statements.

F-15

MEDICAL CARE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Medical Technologies, Inc. (the “Company”, “we”, “us” or “our”), a Nevada corporation, has a fiscal year end of December 31 and is listed on the OTC Pink Markets under the trading symbol MDCE. The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2016 to 2021 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. On May 13, 2021, a shareholder filed a petition for custodianship with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on May 28, 2021. The Company’s Nevada charter was reinstated on June 4, 2021, and all required reports were filed with the State of Nevada soon after. The Company remains inactive as of the date of this report and is currently taking steps to provide adequate current public information to meet the requirements under the Securities Act of 1933. The custodian was not able to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence the Company’s outstanding common shares were reflected in the equity section of the accompanying unaudited financial statements for the year ended December 31, 2023, and December 31, 2022.

On October 3, 2022, Krisa Management LLC completed its agreement from August 19, 2021, to sell the Special 2021 Series A Preferred share to private individual, Marshall Perkins. The Company acquired Infinite Auctions LLC. The transaction is reflected on the Company’s annual report for the period ending December 31, 2022. Financials for the combined companies are included in the Company’s annual report for the period ending December 31, 2022.

NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

In the opinion of management all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows presented have been reflected herein.

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

F-16

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has only incorporated a new operation though an accumulated deficit of $11,039,080 as of December 31, 2023. The Company intends to commence operations as set out below and raise the necessary funds to carry out the strategies. The Company cannot be certain that it will be successful in these strategies even with the required funding.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

Financial Instruments

The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

	-	Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
	-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Share-Based Compensation

F-17

For the year ended December 31, 2023 and 2022, respectively, there were no unrecognized expenses related to non-vested stock- based compensation arrangements granted. There have been no options granted during the year ended December 31, 2023 and December 31, 2022, respectively.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were offset by a 100% valuation allowance, therefore there has been no recognized benefit as of December 31, 2023 and December 31, 2022, respectively. Further it is unlikely with the change of control that the Company will have the ability to realize any future tax benefits that may exist.

Commitments and Contingencies

Earnings Per Share

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding for the year ended December 31, 2023 and 2022. Due to prior net operating losses, there is no presentation of dilutive earnings per share, as it would be anti-dilutive.

Forgiveness of Indebtedness

NOTE 4 - INCOME TAXES

F-18

As of December 31, 2023, the Company expected no net deferred tax assets to be recognized, resulting from net operating loss carry forwards. Deferred tax assets were offset by a corresponding allowance of 100%.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Legal and other matters

NOTE 6 – EFFECT OF MERGER IN PRESENTATION

As of October 3, 2022, Infinite Auctions, LLC was merged into Medical Care Technologies Inc. For the purposes of the presentation of these financial statements, the financial operation of Infinite Auctions Inc. for the year ended December 31, 2022 is not presented. Had they been combined as of December 31, 2022, the statements would have looked as follows:

Combined Balance Sheets

ASSETS
Current Assets	$	1,045,960
LIABILITIES
Current Liabilities		125,151
STOCKHOLDERS’ EQUITY	$	920,809

Combined Income Statements

Revenue	$	3,469,685
Cost of Goods Sold		2,139,325
Administrative Expenses		231,490
Net Income	$	1,098,870

NOTE 7 - SUBSEQUENT EVENTS

F-19

PART III - INFORMATION NOT REQUIRED IN THE OFFERING CIRCULAR

Number		Description of Exhibit
2.1		Articles of Incorporation, as amended*
2.2		Bylaws*
4.1		Form of Subscription Agreement*
11.1		Consent of Jonathan D. Leinwand, P.A. (Included as part of Exhibit 12.1)
12.1		Form of Opinion Jonathan D. Leinwand, P.A.*

*Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned on the August 9, 2024.

Medical Care Technologies Corp.

By:	/s/ Marshall Perkins III
Name:	Marshall Perkins III
Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director

Date: August 9, 2024

This offering circular has been signed by the following person in the capacities indicated on the 9thday of August 2024.

Name	Title	Date

/s/ Marshall Perkins III	Chief Executive Officer, President, Secretary, Treasurer and Director	August 9, 2024
Marshall Perkins III

Exhibit 2.1

Exhibit 2.2

AMENDED AND RESTATED BYLAWS

Medical Care Technologies Inc.

SHAREHOLDER'S MEETING.

.01

Annual Meetings.

The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the notice of the meeting, on the first week in February of each and every year, at 1:00 p.m., commencing in 2021 but in case such day shall be a legal holiday, the meeting shall be held at the same hour and place on the next succeeding day not a holiday.

.02

Special Meeting.

Special meetings of the shareholders of this Corporation may be called at any time by the holders often percent (10%) of the voting shares of the Corporation, or by the President, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting.

.03

Notice of Meeting.

Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation.

.04

Waiver of Notice.

Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

.05

Quorum and Adjourned Meetings.

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

.06

Proxies.

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

.07

Voting of Shares.

Except as otherwise provided in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholder's meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

II.

DIRECTORS.

.01

General Powers.

The business and affairs of the Corporation shall be managed by its Board of Directors.

.02

Number, Tenure and Qualifications.

The number of Directors of the Corporation shall be not less than one nor more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03

Election.

The Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

.04

Vacancies.

In case of any vacancy in the Board of Directors, the remaining Directors, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Directors whose place shall be vacant, and until his/her successor shall have been duly elected and qualified. Further, the remaining Directors may fill any empty seats on the Board of Directors even if the empty seats have never been occupied.

.05

Resignation.

Any Director may resign at any time by delivering written notice to the secretary of the Corporation.

.06

Meetings.

At any annual, special, or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting.

Annual Meeting of Directors.

Annual meetings of the Board of Directors shall be held immediately after the annual shareholders' meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

Special Meetings.

Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

Regular Meetings of Directors.

Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

.07

Quorum and Voting.

A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

.08

Compensation.

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

.09

Presumption of Assent.

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

.10

Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Articles of Incorporation, adoption of a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law.

.11

Chairman of Board of Directors.

The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe.

.12

Removal.

Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

III.

ACTIONS BY WRITTEN CONSENT.

Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors may be accomplished without a meeting if a written memorandum setting forth the action so taken, shall be signed by all the Directors. Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Shareholders, may be accomplished without a meeting if a written memorandum setting forth the action so taken, shall be signed by holders of a majority of the total outstanding shares of common stock.

IV.

OFFICERS.

.01

Officers Designated.

The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons.

.02

Election, Qualification and Term of Office.

Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified.

.03

Powers and Duties.

The powers and duties of the respective corporate Officers shall be as follows:

President.

The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs, including but not limited to functioning as the secretary and treasurer of the Corporation if the secretary or treasurer is unable to perform his/her duties. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors.

Vice President.

In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors.

Secretary.

The secretary shall be responsible for:

Keeping the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose;

Seeing that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;

Keeping a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;

Signing with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

Having general charge of the stock transfer books of the corporation; and,

In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

Treasurer.

Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/she shall turn over to his/her successor all property of the Corporation in his/her possession.

Assistant Secretaries and Assistant Treasurers.

The assistant secretaries, when authorized by the Board of Directors, may sign with the president, or a vice president, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

.04

Removal.

The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby.

.05

Vacancies.

The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified.

.06

Salaries.

The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

SHARE CERTIFICATES

.01

Form and Execution of Certificates.

Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares.

.02

Transfers.

Shares may be transferred by delivery of the certificates therefore, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefore has been surrendered to the Corporation.

.03

Loss or Destruction of Certificates.

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.

VI.

BOOKS AND RECORDS.

.01

Books of Accounts, Minutes and Share Register.

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each.

.02

Copies of Resolutions.

Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary.

VII.

CORPORATE SEAL.

The Corporation is not required to have a corporate seal.

VIII.

LOANS.

No loans shall be made by the Corporation to its Officers or Directors

IX.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

.01

Indemnification.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees),judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful.

.02

Derivative Action

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

.03

Successful Defense.

To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

.04

Authorization.

Any indemnification under Paragraphs .01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph ..04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

.05

Advances.

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee, or agent to repay such amount unless it shall ultimately be by the Corporation is authorized in this Section.

.06

Nonexclusivity.

The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

.07

Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability.

.08

"Corporation" Defined.

For purposes of this Section, references to the "Corporation" shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees, or agents, so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee, Officer, employee, or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

AMENDMENT OF BYLAWS.

.01

By the Shareholders.

These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

.02

By the Board of Directors.

These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.

XI.

FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

XII.

RULES OF ORDER.

The rules contained in the most recent edition of Robert's Rules or Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules or order of the Corporation.

XIII.

REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as·a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69115, 19691 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

Executed this 30th day of June 2023

Corporate Secretary

Exhibit 4.1

MEDICAL CARE TECHNOLOGIES INC.

SUBSCRIPTION AGREEMENT

NOTICE TO INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(g). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS 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 MATERIALS, 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.

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between MEDICAL CARE TECHNOLOGIES INC., a Nevada corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

RECITALS

WHEREAS, the Company desires to offer shares of its common stock, par value $0.001 per share (the “Common Stock”) on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Tier 1 offering (the “Offering”), at a purchase price of $.__ per share (the “Per Share Purchase Price”), for total gross proceeds of up to $1,000,000 (the “Maximum Offering”); and

WHEREAS, the Investor desires to acquire that number of shares of Common Stock (the “Shares”) as set forth on the signature page hereto at the purchase price set forth herein; and

WHEREAS, the Offering will terminate on the first to occur of: (i) one year from the date of the Offering Circular as filed with the US Securities and Exchange Commission; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Subscription.

(a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.

(b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated _____________, 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on______________, 2024 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.

(c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its

entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect.

(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

2. Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Shares by check, credit card, ACH deposit or by wire transfer to an account designated by the Company in Section 8 below. The Investor acknowledges that, in order to subscribe for Shares, he must fully comply with the purchase procedure requirements set forth in Section 8 below.

3. Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing: (a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business; (b) The issuance, sale and delivery of the Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; (c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by the Company’s certificate of incorporation, bylaws and the Nevada Business Corporation Act in general.

4. Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:

(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All actions on Investor’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Company Offering Circular. Investor acknowledges the public availability of the Company’s Offering Circular which can be viewed on the SEC Edgar Database, under the CIK number 0001929281. This Offering Circular is made available

in the Company’s qualified offering statement on SEC Form 1-A, as amended, and was qualified by the SEC on _______ ______, 2022. In the Company’s Offering Circular, it makes clear the terms and conditions of the offering of Shares and the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(c) Investment Experience; Investor Determination of Suitability. Investor has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Alternatively, the Investor has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Shares, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor could bear a complete loss of Investor’s investment in the Company.

(d) No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor's representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.

(e) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Shares on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Shares.

(f) Reserved.

(g) Stockholder Information. In addition to providing the Investor Questionnaire attached hereto, within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

(h) Valuation; Arbitrary Determination of Per Share Purchase Price by the Company. Investor acknowledges that the Per Share Purchase Price of the Shares to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

(i) Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided with Investors subscription.

(j) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

(k) Fiduciary Capacity. If Investor is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Investor has been duly authorized and empowered to execute this Agreement and all other subscription documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating the Investor, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

5. Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Broward County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Broward County, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the documents included within the Offering Circular), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations.

IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, this Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows, if to the Company, to BioLife Sciences Inc., 2831 St. Rose Parkway #200, Henderson, NV USA 89052, Attention: Justin De Four, Chairman and Chief Executive Officer. If to Investor, at Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

8. Purchase Procedure. The Investor acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company: (a) a fully completed and executed counterpart of the Signature Page attached to this Subscription Agreement; and (b) payment for the aggregate Purchase Price in the amount set forth on the Signature Page attached to this Agreement. Payment may be made by either check, wire, credit card or ACH deposits.

Please send checks to the Company.

Medical Care Technologies Inc.

1910 S. Stapley Drive, Suite 221

Mesa, AZ 85204

Wire instructions:

Name and Address of Bank:

ABA#
Account#

For the benefit of: Medical Care Technologies Inc.

9. Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription

Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. This Subscription Agreement supersedes all prior discussions and agreements between the parties, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor on the signature page of this Subscription Agreement. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company by email to ir@biolifesciences.com followed by a copy via FedEx or other national overnight courier service. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of California are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10. Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, the Investor’s investment in the Company and the shares of Common Stock (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than the Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, the Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, the Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, the Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, the Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, the Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event the Investor’s e-mail address on file is invalid; the Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in the Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, the Investor agrees to each of the

following: (i) if the Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (ii) the Investor’s consent to receive tax documents electronically continues for every tax year of the Company until the Investor withdraws its consent by notifying the Company in writing.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT, IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON, ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE DOLLAR AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ______ day of _________, 2024.

Investor Name:

Number of Shares Subscribed For:

Total Purchase Price:	$

Signature of Investor:
Name of Signer

Title of Signer

Address of Investor:

E-Mail Address:

Investor’s SS# or Tax ID#:

ACCEPTED BY: MEDICAL CARE TECHNOLOGIES INC.

Signature of Authorized Signatory: __________________________________

Name of Authorized Signatory: ___________________________, CEO

Date of Acceptance: _________________, 2024.

[Signature Page to Subscription Agreement]

INVESTOR QUESTIONNAIRE (US INVESTORS)

Name of Subscriber: _________________________________________________________________

The offer and sale of securities of MEDICAL CARE TECHNOLOGIES INC. (the “Company”), is not being registered under the Securities Act of 1933, as amended (the “1933 Act”) or qualified under state securities laws, in reliance upon exemptions from such registration and qualification requirements for transactions not involving any public offering. Information supplied through this Questionnaire will be used to ensure compliance with the requirements of such exemptions.

The Subscriber represents and warrants to the Company that: (a) The information contained herein is complete and accurate and may be relied upon by the Company; and (b) Subscriber will notify the Company immediately of any material change in any information contained herein occurring prior to the acceptance or rejection of the Subscriber’s subscription for Units of the Company.

ALL INFORMATION ON WILL BE TREATED CONFIDENTIALLY
(Please print and attach additional pages where necessary to fully answer questions.)

INSTRUCTIONS:

IF THE SUBSCRIBER IS A PARTNERSHIP, PLEASE ATTACH AN EXECUTED COPY OF THE PARTNERSHIP AGREEMENT AND ALL AMENDMENTS THERETO.

IF THE SUBSCRIBER IS A LIMITED LIABILITY COMPANY, PLEASE ATTACH AN EXECUTED COPY OF THE OPERATING AGREEMENT AND ALL AMENDMENTS THERETO.

IF THE SUBSCRIBER IS A CORPORATION, PLEASE ATTACH A COPY OF THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE CORPORATION (AND ALL AMENDMENTS THERETO) AND A BOARD OF DIRECTORS RESOLUTION (CERTIFIED BY THE SECRETARY OF THE CORPORATION) AUTHORIZING THE INVESTMENT.

IF THE SUBSCRIBER IS A TRUST, PLEASE ATTACH A COPY OF THE TRUST AGREEMENT AND ALL AMENDMENTS THERETO.

IF THE SUBSCRIBER IS AN ERISA PLAN, PLEASE ATTACH A COPY OF THE PLAN AND A COPY OF THE RESOLUTION REQUIRED BY THE PLAN AUTHORIZING THE INVESTMENT DULY EXECUTED BY THE PLAN FIDUCIARY.

For each of the categories listed below, place your initials on the line “Yes” or “No”, as the case may be, to indicate whether you qualify as an Accredited Investor.

1. Are you are broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934?

Yes [ ] No [ ]

2. Are you an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940?

Yes [ ] No [ ]

3. Are you an employee benefit plan within the meaning of Title I of the employee Retirement Income Security Act of 1974 (other than a pension or profit-sharing trust of the issuer, a self-employed individual retirement plan or individual retirement account) the investment decision for which is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors?

Yes [ ] No [ ]

4. A private business development company as defined in section 202(a) (22) of the Investment Advisor Act of 1940?

Yes [ ] No [ ]

5. Are you a director, executive officer, or general partner of the Company?

Yes [ ] No [ ]

6. Are you a natural person (not an entity) whose individual net worth, or joint net worth with your spouse, exceeds $1 million (excluding the value of your primary residence)?

Yes [ ] No [ ]

7. Are you a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of those years and a reasonable expectation of reaching the same income level in the current year?

Yes [ ] No [ ]

8. Are you a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (a sophisticated person being one who has such knowledge and experience in business and financial matters that he is capable of evaluating the merits and risk of the prospective investment)?

Yes [ ] No [ ]

9. Are you an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, or Massachusetts of similar trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000?

Yes [ ] No [ ]

10. Do you otherwise qualify as an accredited investor pursuant to Rule 501 of Regulation D of the Securities Act of 1933 or any other section of the Act?

Yes [ ] No [ ]

If “yes”, please describe basis of qualification: ________________________________________

11. Lack of Qualification. I do not meet any of the above standards.

Yes [ ] No [ ]

If you answered yes to number 11, above, please complete the following:

Non-Accredited Investor Disclosure: (Please Initial Each Line):

_____ Although not an Accredited Investor, I have such knowledge and experience in financial and business matters that it is are capable of evaluating the merits and risks of an investment in the Common Stock on the basis of its investment experience, business experience, professional experience, and/or education or have discussed with my attorney, accountant or other advisor (a “Purchaser Representative”) who is knowledgeable and experienced in such matters whether an investment in the Series B Membership Interest is appropriate in light of my financial circumstances and have received the advice of such Purchaser Representative with respect to the merits and risks of such an investment. Together with such Purchaser Representative, and with the benefit of his advice, I have such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Common Stock.

_____ I have consulted with an outside adviser such as an attorney or accountant (a “Purchaser Representative”) with regard to my investment in the Company.

_____ I or my Purchaser Representative have been given the opportunity to speak with the officers of the Company and ask any questions of them, and receive answers from them, about the Company.

___ I understand that the Company has not produced any revenue, is in the startup stage and does not have audited financial statements, but that I will receive financial statements once the Company begins producing them.

____ I or my Purchaser Representative been given the opportunity to obtain any additional information necessary to verify the accuracy of the information supplied to us.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this day of__, 2024.

FOR EXECUTION BY AN INDIVIDUAL:


Signature of Investor		Tax Identification or Social Security Number

Name of Investor - Please Print		Telephone Number - Home

Address		Telephone Number - Business

City, State and Zip Code

FOR EXECUTION BY AN ENTITY:

Print Name of Entity: _____________________________________


By: __________________________________________________
Name: ________________________________________________
Title: _________________________________________________
Date:_________________________________________________

Business address: _______________________________________

Business phone number: ( )_________________________________
Business fax number: ( ) ___________________________________
Business email address: ___________________________________
Tax Identification Number: _________________________________

Anti-Money Laundering Certification

This section must be completed for the subscriber-beneficial investor. For more information, see AML Definitions section below.

By initialing below, I hereby represent and certify that I am not involved in any money laundering scheme and that my investment funds have not been directly or indirectly derived from activities that may contravene U.S. or international laws, rules and regulations designed to avoid money laundering, including, without limitation, the provisions of the Bank Secrecy Act of 1970, as amended. Neither I nor any person controlling, controlled by, or under common control with me, nor any person having a beneficial interest in my investments, is a country, territory, person or entity named on the U.S. Department of Treasury’s Office of Foreign Asset Control list, or is a person or entity that resides or has a place of business in a country or territory named in such lists. I agree to notify you promptly should I become aware of any changes to the information set forth in this statement. I acknowledge that, due to anti-money laundering requirements operating in the United States and the particular fund’s own internal anti-money laundering policies, such fund may require further identification from me and the source of the investment funds before any subscriptions can be processed, monies accepted or a redemption request processed. I shall hold the fund, the investment adviser and each of its respective principals, members, directors, officers, and employees harmless and indemnified against any loss arising as a result of a failure to process this Questionnaire or a redemption application if any information that has been required by an indemnified party has not been satisfactorily provided by me. I further acknowledge that all subscription payments transferred to a fund must originate directly from a bank or brokerage account in my name.

If I am (1) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (2) an entity investing on behalf of underlying investors (including a fund-of-funds), other than a publicly traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a Financial Action Task Force (FATF) Compliant Jurisdiction (hereinafter referred collectively as Beneficial Owners), I represent and warrant that:

☐ I understand and acknowledge the representations, warranties and agreements made herein are made by me with respect to me, and with respect to the Beneficial Owners.

☐ I have all requisite power and authority from the Beneficial Owners to execute and perform the obligations under this Questionnaire and Registered User’s Agreement.

☐ I have adopted and implemented anti-money laundering policies, procedures and controls that comply with, and will continue to comply in all respects with, the requirements of applicable anti-money laundering laws and regulations.

☐ I have established or have access to the identity of all Beneficial Owners, hold evidence of or have access to such identities, and will make such information available to a fund upon request, and have procedures in place to ensure that the Beneficial Owners are not Prohibited Investors.

I Agree

_____________________

(Subscriber Initials)

ANTI-MONEY LAUNDERING DEFINITIONS

FATF—Financial Action Task Force on Money Laundering.

FATF-Compliant Jurisdiction—one that is a member in good standing of FATF and has undergone two rounds of FATF mutual evaluations.

Non-Cooperative Jurisdiction—any non-U.S. country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the FATF, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

Foreign Bank—an entity that is organized under the laws of a non-U.S. country, engages in the business of banking, is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, receives deposits to a substantial extent in the regular course of its business, and has the power to accept demand deposits, but does not include the U.S. branches or agencies of a non-U.S. bank.

Foreign Shell Bank—a Foreign Bank without a physical presence in any country, excluding a Regulated Affiliate.

Regulated Affiliate—a Foreign Shell Bank that is an affiliate of a depository institution, credit union, or Foreign Bank that maintains a physical presence in the United States or a non-U.S. country, as applicable, and is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or Foreign Bank.

Physical Presence—a place of business maintained by a Foreign Bank and located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, and at which location the Foreign Bank employs one or more individuals on a full-time basis, maintains operating records related to its banking activities, and is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

Prohibited Investor—(1) a person or entity whose name appears on the various lists issued and maintained by the U.S. Office of Foreign Assets Control (OFAC), including the List of Specially Designated Nationals and Blocked Persons, the Specially Designated Terrorists List and the Specially Designated Narcotics Traffickers List; (2) a Foreign Shell Bank; or (3) a person or entity who is a citizen or resident of, or which is located in, or whose subscription funds are transferred from or through, a Foreign Bank in a Non-Cooperative Jurisdiction or Sanctioned Regime.

Sanctioned Regimes—targeted foreign countries, terrorism-sponsoring organizations and international narcotics traffickers in respect of which OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals.

USA Patriot Act—the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (Pub. L. No. 107-56).

Exhibit 12.1

	18305 BISCAYNE BLVD.
	SUITE 200
JONATHAN D. LEINWAND, P.A.	AVENTURA, FL 33160
	TEL: (954) 903-7856
	FAX: (954) 252-4265

	E-MAIL: JONATHAN@JDLPA.COM

August 8, 2024

Medical Care Technologies Inc.

1910 S. Stapley Drive, Suite 221

Mesa, AZ 85204

Ladies and Gentlemen:

We are acting as counsel to Medical Care Technologies Inc., a Nevada corporation (“MDCE”), for the purpose of rendering an opinion as to the legality of the shares of MDCE’s common stock (the “Shares”), to be offered and distributed by MDCE pursuant to an offering statement to be filed under Regulation A of the Securities Act of 1933, as amended, by MDCE, with the U.S. Securities and Exchange Commission (the “SEC”) on Form 1-A, for the purpose of qualifying the offer and sale of the Shares (“Offering Statement”).

The offering statement, and pre-qualification amendments, cover the contemplated sale of up to $1,000,000 in Shares of its Common Stock at a price of $[ ] per share.

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of incorporation (as amended) and bylaws, the resolutions of the MDCE’s board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the entirety of the Shares being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid, and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement and to the reference to our firm under the caption “Legal Matters” in the offering circular. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

	Very Truly Yours,

	JONATHAN D. LEINWAND, P.A.

	By:	/s/ Jonathan Leinwand
		Jonathan Leinwand, Esq.

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