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Form 1-A/A CALEDONIA INVESTMENT

August 12, 2022 12:55 PM EDT


  
    1-A/A
    
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          0001873081
          XXXXXXXX
        
        024-11937
      
      
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      CALEDONIA INVESTMENT REAL ESTATE INC
      WY
      2021
      0001873081
      6500
      87-1311559
      0
      2
    
    
      2412 IRWIN ST
      MELBOURNE
      FL
      32901
      5612107553
      HAMON F FYTTON
      Other
      0.00
      0.00
      51000.00
      0.00
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      0.00
      51000.00
      -4100.00
      0.00
      0.00
      51000.00
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      COMMON
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      00000000
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      SERIES A Preferred
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      Y
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      N
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      4000000
      0.5000
      5000000.00
      0.00
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      5000000.00
    
    
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PART II and III

ITEM 1.

OFFERING CIRCULAR

Form 1-A/A: Tier 1

CALEDONIA INVESTMENT REAL ESTATE, INC.

2412 IRWIN STREET

MELBOURNE, FL 32901

Best Efforts Offering of up to 10,000,000 Common Shares

Minimum Purchase: 2,000 Shares ($1,000)

 

This prospectus relates to the offering and sale of up to eight million (10,000,000) Common Shares of the Company for an aggregate, maximum gross dollar offering of five million (5,000,000) Dollars (the "Offering"). The Offering is being made pursuant to Tier 1 of Regulation A, promulgated under the Securities Act of 1933. Each Common Share will be offered at FIFTY CENTS ($0.50) per share. There is a minimum purchase amount of Two Thousand Common Shares, at $0.50 per share for an aggregate purchase price of One Thousand and 00/100 Dollars.

Investing in this offering involves high degree of risk, and you should not invest unless you can afford to lose your entire investment. See "Risk Factors" beginning on page 11. This offering circular relates to the offer and sale or other disposition of up to ten million (10,000,000) Common Shares, at $0.50 per share . See "Securities Being Offered" beginning on page 34.

This is our offering, and no public market currently exists for our Common Stock. The Offering price is arbitrary and bears to relationship to any criteria of value. The Company does not intend to seek a public listing for the Common Shares until it feels there is sufficient capital or investors interest to do so. Moreover, our Common Stock is not listed for trading on any exchange or automated quotation system. The Company presently does not intend to seek such listing for its Common Stock, but should it hereinafter elect to do so, there can be no assurances that such listing will ever materialize.

The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the "SEC") and the relevant state regulators, as necessary and will terminate on the sooner of the sale of the maximum number of shares being sold, twelve months from the effective date of this Offering Statement or the decision by Company management to deem the offering closed. The Shares offered hereby are offered on a "best efforts" basis, and there is no minimum offering.

We have made no arrangements to place subscription proceeds or funds in an escrow, trust or similar account, which means that the proceeds or funds from the sale of Common Stock will be immediately available to us for use in our operations and once received and accepted are irrevocable. See "Plan of Distribution" and "Securities Being Offered" for a description of our capital stock.

1


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 COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE COMMON SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

2


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

 

  

 

 

Underwriting

 

 

  

 

 

  

 

  

 

Number of

 

 

Price to

 

 

discount and

 

 

Proceeds to

 

 

Proceeds to

 

  

 

Share

 

 

Public (3)

 

 

commissions (1)

 

 

issuer (2)

 

 

other persons

 

Per Share

 

1

 

$

0.50

 

$

0

 

$

0.50

 

$

0.00

 

Total Minimum

 

2,000

 

$

1,000.00

 

$

0.00

 

$

1000

 

$

0.00

 

Total Maximum

 

10,000,000

 

$

5,000,000

 

$

0.00

 

$

5,000,000

 

$

0.00

 

 

 

(1)

We do not intend to use commissioned sales agents or underwriters.

 

(2)

The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, finders fees, selling and other costs incurred in the offering of the Common Stock.

(3)

The Shares are offered at $0.50 per share, with a Minimum Purchase of 2,000 Shares.

We are following the "Offering Circular" format of disclosure under Regulation A.

The date of this Amended Preliminary Offering Circular is August 12, 2022.

3


TABLE OF CONTENTS

 

 

Summary Information.

6

COVID-19 Risks Related to the Company.

11

Risk Factors.

11

Dilution

19

Plan of Distribution

20

Use of Proceeds

21

Description of Business

22

Description of Properties

28

Management Discussion and Analysis

28

Directors, Executives, and Significant Employees

32

Executive Compensation

35

Securities Ownership of Management and Control Persons

36

Interest of Management and Others In Certain Transactions

37

Securities Being Offered

38

Financial Statements

39

Exhibits

49

Signatures

50

 

 

 

4


FORWARD LOOKING STATEMENTS

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE 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. 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.

5


SUMMARY OF INFORMATION IN OFFERING CIRCULAR

 

As used in this prospectus, references to the Company, we refer to CALEDONIA INVESTMENT REAL ESTATE, INC., as "CAIRE" unless the context otherwise indicated.

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

The Company

 

Organization:

We were incorporated under the laws of the State of Wyoming on June 21, 2021. Our principal office is located at 2412 IRWIN STREET, MELBOURNE, FL 32091

Capitalization:

Our articles of incorporation provide for the issuance of up to (i) 20,000,000 Shares of Common Stock, par value $0.001 and (ii) 1,000,000 Shares of Preferred Stock, par value $0.001. As of the date of this Prospectus there are 4,100,000 Shares consisting of 4,000,000 Shares of Common Stock, and 100,000 of SERIES A Preferred Stock issued and outstanding.

Management:

Our Chief Executive Officer and Sole Director is Hamon Fytton. He also acts as President and Secretary. There are no other officers or directors of the Company as of the date of this filing. The Company plans to add additional Officers and Directors upon qualification of this offering, and when Company operations commence. The CEO spends approx. 5-10 hours per week to the affairs of the Company. This is expected to Ince following qualification of this offering and as Company operations commence.

6


Controlling Shareholders:

Our sole Officer and Director constitutes the majority shareholder, owning 4,000,000 Shares of Common Stock, and 100,000 Shares of Preferred Stock, respectively for an aggregate total of 4,100,000 Shares of all classes of Stock. As such, our current Officer and Director will be able to exert a significant influence over the affairs of the Company at the present time, and will continue to do so after the completion of the offering.

 

 

Independence:

We are not a blank check company, as such term is defined by Rule 419 promulgated under the Securities Act of 1933, as amended, as we have a specific business plan and we presently have no binding plans or intentions to engage in a merger or acquisition with an unidentified company,companies, entity or person.

7


Our Business

 

Description of Operations:

CALEDONIA INVESTMENT REAL ESTATE, INC. is an emerging growth company that plans to engage in real estate development within the United States. The Company will engage in development and/or acquisition, management and operation or sale of any class of income producing residential and commercial real estate. We are an emerging growth company, and we expect to use substantially all of the net proceeds from this offering to engage in land acquisition and real estate development business described herein. We expect to build a high-quality real estate portfolio intended to generate income and to provide capital preservation, capital appreciation and portfolio diversification. These properties may be existing properties, newly constructed properties or properties under development or construction which we intend to acquire, make cosmetic changes, repairs, and other enhancements in order to increase the value for rent or immediate sale. The land banking properties will be designated for future development either by the Company or in a joint venture. We plan to initially identify and then focus on regions of United States, and in markets that we believe are likely to benefit from favorable demographic changes. We expect to build a high-quality portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The Company will hold title to its acquired properties through related entities that operate as wholly-owned or wholly-controlled subsidiaries of the Company. We expect to build a high-quality portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The properties may be existing properties, newly constructed properties or properties under development or construction. 

Historical Operations:

Since inception, the Company has limited its operations to primarily researching potential real estate markets and preparing for this offering. As of August 12, 2022 we have an accumulated deficit of $51,000.00.

8


Current Operations:

The Company is currently focused on researching potential real estate markets and potential real estate acquisition opportunities, as well as sourcing its capital raise requirements.

Growth Strategy:

The Company will seek to begin its acquisition strategy upon completion of this offering, and following a successful capital raise. The timing of commencement of operations may be influenced by our relative success of this offering. We may not raise sufficient proceeds through this offering in order to fully execute our business plans.

The Offering

 

Securities Offered:

10,000,000 Shares of Common Stock at $0.50 per share.

Common Stock Outstanding before the Offering:

4,000,000 Shares of Common Stock.

Common Stock Outstanding after the     Offering:

14,000,000 Shares of Common Stock.

Use of Proceeds:

The proceeds will be deployed for land banking and real estate development and related working capital expenses.

 

Termination of the Offering:

The offering will commence as soon as practicable after this Offering Circular has been qualified by the SEC and the relevant state regulators, as necessary and will terminate on the sooner of the sale of the maximum number of Shares being sold, twelve months from the effective date of this Offering Statement or the decision by Company management to deem the offering closed.

Offering Cost:

We estimate our total offering registration costs to be $41,000.  If we experience a shortage of funds prior to funding, our officer and director has verbally agreed to advance funds to the Company to allow us to pay for offering costs, filing fees, and correspondence with our shareholders; however our officer and director has no legal obligation to advance or loan funds to the Company.

Market for the Shares:

The Shares being offered herein are not listed for trading on any exchange or automated quotation system. The Company does not intend to seek such a listing at any time hereinafter.

9


Market for our Common Stock:

Our Common Stock is not listed for trading on any exchange or automated quotation system. We do not intend, upon the effectiveness of this Offering Statement to seek such a listing. We may, however, seek to obtain a listing at a later date, although there can be no guarantee that we will be able to file and later have declared effective, a registration statement made pursuant to the Securities Act of 1933. Moreover, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTQB Marketplace; nor can there be any assurance that such an application for quotation will be approved .

Common Stock Control:

Our sole Officer and Director currently own all the issued and outstanding Common Stock of the company. He also owns all of the Preferred Shares, and will continue to control the operations of the company after this offering, irrespective of its outcome.

Best Efforts Offering:

We are offering our Common Stock on a best efforts basis through our Chief Executive Officer, who will not receive any discounts or commissions for selling the Shares. There is no minimum number of Shares that must be sold in order to close this offering.

 

 

10


ITEM 2.    RISK FACTORS

Investing in our Shares involves risk. In evaluating the Company and an investment in the Shares, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering circular. Each of these risk factors could materially adversely affect The Company's business, operating results or financial condition, as well as adversely affect the value of an investment in our Shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

COVID-19 Risks Related to the Company

The COVID-19 pandemic poses specific risks related to our Company. Specifically it makes it difficult for us to evaluate specific properties, visit certain areas easily, meet with potential investors and joint venture partners. Some finance companies may also determine that because we are a new company, that we will delayed unreasonably in our ability to acquire and renovate a property in a timely manner. This may influence them in a negative manner and make decisions based on those estimates of our potential future performance.

Where the existing properties are tenanted, there may be unforeseen delays and late payments due to COVID-19. This may reduce our ability to obtain financing for those properties. This will require the Company to purchase the property without financing, be asked to agree to unreasonable terms or abandon those properties altogether. This will increase our cost and create delays in acquiring properties.

There is, however, a potential upside to the COVID-19 disruption. If we can obtain the confidence of investors, we may be able to target properties where the tenant income has been delayed or disrupted. We would typically have to make a fast, all-cash, offer on such properties in order to negotiate a sale. We would expect to obtain such properties at a discount relative to a normal market appraisal.

In either case the COVID-19 pandemic will cause continued disruption in the investment property market for an unknown time period. This may result in the delayed start of the Company's operations.

Risks Related to the Company

As of August 12, 2022, we have generated no revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues and expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.

The company has realized significant operating losses to date and expects to incur losses in the future

The company has operated at a loss since inception, and these losses are likely to continue. The Company's net loss for the period ending June 30, 2022, was $51,000. Until the company achieves profitability, it will have to seek other sources of capital in order to continue operations.

The Company has limited capitalization and a lack of working capital and as a result is dependent on raising funds to grow and expand its business.

 

The Company lacks sufficient working capital in order to execute its business plan. The ability of the Company to move forward with its objective is therefore highly dependent upon the success of the offering described herein. Should we fail to obtain sufficient working capital through this offering we may be forced to abandon our business plan.  

Because we have a limited history of operations we may not be able to successfully implement our business plan.

 

We have less than one year of operational history in our industry. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.

11


We are a recently organized corporation with a limited operating history, and we may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our stockholders.

 

We were incorporated on June 21, 2021, and we have a limited operating history. Our financial condition, results of operations and ability to make or sustain distributions to our stockholders will depend on many factors, including:

 

 

 

our ability to identify attractive properties and other real estate opportunities that are consistent with our investment strategy;

 

 

 

our ability to consummate financing on favorable terms;

 

 

 

our ability to contain restoration, maintenance, marketing and other operating costs;

 

 

 

real estate appreciation or depreciation in our markets;

 

 

 

our ability to absorb costs that are beyond our control, such as real estate taxes, insurance premiums, litigation costs and compliance costs;

 

 

 

our ability to respond to changes in population, employment or homeownership trends in our markets; and

 

 

economic conditions in our markets, as well as the condition of the financial and real estate markets and the economy generally.

 We are dependent on the sale of our securities to fund our operations.

We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs.  Our sole Officer and Director has not made any written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity securities. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

The Company is dependent on the hiring of key personnel and loss of the services of any of these individuals could adversely affect the conduct of the Company's business.

 

Our business plan is significantly dependent upon the ability to hire and retain qualified individuals and key personal, who may be appointed as officers and directors, and their continued participation in our Company. It may be difficult to replace any of them at an early stage of development of the Company. The loss by or unavailability to the Company of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of one investment. There can be no assurance that we would be able to locate or employ personnel to replace any of our officers, should their services be discontinued. In the event that we are unable to locate or employ personnel to replace our officers we would be required to cease pursuing our business opportunity, which would result in a loss of your investment. 

12


Our Certificate of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.

Our Certificate of Incorporation, including controlling state statute permits us to indemnify our officers and directors to the fullest extent authorized or permitted by law in connection with any proceeding arising by reason of the fact any person is or was an officer or director of the Company. Furthermore, our Certificate of Incorporation provides that no director of the Company shall be personally liable to it or its shareholders for monetary damages for any breach of fiduciary duty by such director acting as a director. Notwithstanding this indemnity, a director shall be liable to the extent provided by law for any breach of the director's duty of loyalty to the Company or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, pursuant to section 174 of the General Corporation Law of Wyoming (unlawful payment of a Stock dividend or unlawful redemption of Stock), or for any transaction from which a director derived an improper personal benefit.  Our Certificate of Incorporation permits us to purchase and maintain insurance on behalf of directors, officers, employees or agents of the Company or to create a trust fund, grant a security interest and/or use other means to provide indemnification.

Our Bylaws permit us to indemnify our officers and directors to the full extent authorized or permitted by law.  

We have been advised that in the opinion of the SEC indemification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

The Company may not be able to attain profitability without additional funding, which may be unavailable.

 

The Company has limited capital resources. Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

13


Risks Relating to Our Business

The profitability of attempted acquisitions and other real estate development is uncertain.

 

We intend to acquire and develop real estate properties selectively. The acquisitions and development of properties entails risks that investments may fail to perform in accordance with expectations. In undertaking these projects, we will incur certain risks, including the expenditure of funds on, and the devotion of management's time to, transactions that may not come to fruition. Additional risks inherent in the projects include risks that the properties will not achieve anticipated sales or occupancy levels and that estimates of the costs of improvements to bring a property up to standards established for the market position intended for that property may prove inaccurate. Expenses may be greater than anticipated.

 

Real estate investments are illiquid.

 

Because real estate investments are relatively illiquid, our ability to vary our portfolio promptly in response to economic or other conditions will be limited. The foregoing and any other factor or event that would impede our ability to respond to adverse changes in the performance of our investments could have an adverse effect on our financial condition and results of operations.

If we purchase or develop assets at a time when the commercial and residential real estate market is experiencing substantial influxes of capital investment and competition for properties, the real estate we purchase or develop may not appreciate or may decrease in value.

 

The commercial and residential real estate markets are currently experiencing a substantial influx of capital from investors worldwide. This substantial flow of capital, combined with significant competition for real estate, may result in inflated purchase prices for such assets. To the extent we purchase or develop real estate in such an environment, we are subject to the risk that if the real estate market ceases to attract the same level of capital investment in the future as it is currently attracting, or if the number of companies seeking to acquire such assets decreases, our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for or expended in the development of such assets.

 

A residential property's income and value may be adversely affected by national and regional economic conditions, local real estate conditions such as an oversupply of properties or a reduction in demand for properties, availability of "for sale" properties, competition from other similar properties, our ability to provide adequate maintenance, insurance and management services, increased operating costs (including real estate taxes), and the attractiveness and location of the property. Our performance will be linked to economic conditions in the regions where our properties will be located and in the market for residential and commercial space generally. Therefore, to the extent that there are adverse economic conditions in those regions, and in these markets generally, that impact the applicable market prices, such conditions could result in a reduction of our income and cash available for distributions and thus affect the amount of distributions we can make to you.

We may not make a profit if we sell a property.

 

The prices that we can obtain when we determine to sell a property will depend on many factors that are presently unknown, including the operating history, tax treatment of real estate investments, demographic trends in the area and available financing. There is a risk that we will not realize any significant appreciation on our investment in a property. This may result in a loss of confidence in our share price and limit our ability to raise capital through the sale of Shares. Accordingly, your ability to recover all or any portion of your investment under such circumstances will depend on the amount of funds so realized and claims to be satisfied therefrom.

14


Our properties may not be diversified.

 

Our potential profitability and our ability to diversify our investments may be limited, both geographically and by type of properties purchased. We will be able to purchase or develop additional properties only as additional funds are raised and only if owners of real estate accept our stock in exchange for an interest in the target property or title to the property. Our properties may not be well diversified and their economic performance could be affected by changes in local economic conditions.

 

Our performance is therefore linked to economic conditions in the regions in which we will acquire and develop properties and in the market for real estate properties generally. Therefore, to the extent that there are adverse economic conditions in the regions in which our properties are located and in the market for real estate properties, such conditions could result in a reduction of our income and cash to return capital and thus affect the amount of distributions we can make to you.

Competition with third parties for properties and other investments may result in our paying higher prices for properties which could reduce our profitability and the return on your investment.

We compete with many other entities engaged in real estate investment activities, including individuals, corporations, banks, insurance companies, REITs, and real estate limited partnerships, many of which have greater resources than we do. Some of these investors may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. Any such increase would result in increased demand for these assets and increased prices. If competitive pressures cause us to pay higher prices for properties, our ultimate profitability may be reduced and the value of our properties may not appreciate or may decrease significantly below the amount paid for such properties. At the time we elect to dispose of one or more of our properties, we will be in competition with sellers of similar properties to locate suitable purchasers, which may result in us receiving lower proceeds from the disposal or result in us not being able to dispose of the property due to the lack of an acceptable return. This may cause you to experience a lower return on your investment.

The Company may not be able to effectively control the timing and costs relating to the renovation of or improvements on properties, which may adversely affect the Company's operating results and its ability to make a return on its investment or disbursements of dividends or interest to our shareholders.

Nearly all of the properties to be acquired by the Company will require some level of renovation immediately upon their acquisition or in the future. The Company may acquire properties that it plans to extensively renovate. The Company also may acquire properties that it expects to be in good condition only to discover unforeseen defects and problems that require extensive renovation and capital expenditures. The Company may also acquire land for improvement only to discover that the land may require extensive investment such as landfill for swamps to bring the land to bankable level. The Company's properties will also have infrastructure and appliances of varying ages and conditions. Consequently, the Company will routinely retain independent contractors and trade professionals to perform physical repair work, and the Company will be exposed to all of the risks inherent in property renovation, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the time of receiving necessary work permits, certificates of occupancy and poor workmanship. If the Company's assumptions regarding the costs or timing of renovation and improvements across our future properties prove to be materially inaccurate, the Company's operating results and ability to make distributions to our Shareholders may be adversely affected.

15


The Company has not yet identified any specific properties to acquire or improve with net proceeds of this offering, and you will be unable to evaluate the economic merits of the CAIRE investments made with such net proceeds before making an investment decision to purchase CAIRE securities.

 

The Company will have broad authority to invest a portion of the net proceeds of this offering in any real estate opportunities the Company may identify in the future, and the Company may use those proceeds to make investments and land improvements with which you may not agree. You will be unable to evaluate the economic merits of the Company's properties before the Company invests in them and the Company will be relying on its ability to select attractive investment properties. In addition, the Company's investment policies may be amended from time to time at the discretion of the Company's Management, without notice to the Company's Shareholders. These factors will increase the uncertainty and the risk of investing in the Company's securities.

Although the Company intends to use substantial portion of the net proceeds of this offering to acquire and renovate residential and commercial properties in its targeted markets, including working capital, the Company cannot assure you that it will be able to do so. The Company's failure to apply the proper portion of the net proceeds of this offering effectively or find suitable properties to acquire and develop in a timely manner or on acceptable terms could result in losses or returns that are substantially below expectations.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to our shareholders.

 

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to you.

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Risks Related to Our Securities

There is no current established trading market for our Common Stock and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities

 

There is currently no established public trading market for our Common Stock and an active trading market in our securities may not develop or, if developed, may not be sustained.  While we intend to seek a quotation on a major national exchange or automated quotation system in the future, there can be no assurance that any such trading market will develop, and purchasers of the Common Stock may have difficulty selling their Common Stock. No market makers have committed to becoming market makers for our Common Stock and none may do so.

The offering price of the Shares being offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the Shares being registered.

Currently, there is no public market for our Shares. The offering price for the Shares being registered in this offering has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value.  Thus, investors should be aware that the offering price does not reflect the market price or value of our common Shares.

We may, in the future, issue additional Shares of Common Stock, which would reduce investor's percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorize the issuance of 20,000,000 Shares of Common Stock; up to 1,000,000 Shares of Preferred Stock. As of the date of this Prospectus, the Company has 4,100,000 Shares, consisting of 4,000,000 of Common Stock and 100,000 Shares of Preferred Stock issued and outstanding. If we sell the entire 10,000,000 Shares of Common Stock in this Offering, we will have 14,000,000 Common Stock issued and 100,000 Shares of Preferred Stock issued and outstanding. Accordingly, we may issue up to an additional 24,000,000 Shares of Common Stock and no further Shares of Preferred Stock. The future issuance of Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders. We may value any Common Stock issued in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the Shares held by our investors, and might have an adverse effect on any trading market for our Common Stock.

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We are a real estate company and we finance our business through mortgages

As with every other real estate company, we will from time to time finance our business through mortgage loans collateralized by the underlying property we acquire. Our goal is to purchase real properties by assuming up to an 85% or more debt financing. We may also acquire debt in the form of mezzanine or bridge financing. We may borrow such funds from a traditional bank or non bank third party. However, we hope to limit our financing costs and our financing to direct leverage on the property. We hope to finance acquisition costs mostly with the sale of our Common Stock in this offering. As a result, our balance sheet may be unduly leveraged and if we cannot sell or liquidate our properties, we will be burdened by debt service, including, but not limited to payment of principal and interest and other fees.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

 

We may offer to sell our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

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ITEM 3.   DILUTION

If you invest in our Shares, your interest will be diluted to the extent of the difference between the offering price per share of our Common Stock in this offering and the as adjusted net tangible book value per share of our capital stock after this Offering. The following table demonstrates the dilution that new investors will experience relative to the Company's net tangible book value as of June 30, 2022. Net tangible book value is the aggregate amount of the Company's tangible assets, less its total liabilities. The table presents three scenarios: a $1.25 million raise ($1,250,000) from this Offering, a $2.5 million raise from this Offering and a fully subscribed $5 million raise from this Offering.

Proceeds from Sale

$1.25MM

$2.50MM

$5MM

Percentage of Shares Sold

25%

50%

100%

Price Per Share

$0.50

$0.50

$0.50

Shares Issued

2,500,000

5,000,000

10,000,000

Capital Raised

1,250,000

2,500,000

5,000,000

Less Offering Costs

50,000

50,000

50,000

Net Proceeds

1,200,000

2,450,000

4,950,000

Net Tangible Value Pre-Financing

4,000

4,000

4,000

Net Tangible Value Post-Financing

1,200,000

2,450,000

4,950,000

Shares Issued and Outstanding - Pre Financing

4,000,000

4,000,000

4,000,000

Shares Issued and Outstanding - Post Financing

6,500,000

9,000,000

14,000,000

Net Tangible Value Pre-Financing

$0.001

$0.001

$0.001

Increase/Decrease per Share Attributable To New Investors

$0.18

$0.26

$0.34

Net Tangible Book Value per Share, Post Offering

$0.18

$0.27

$0.35

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor's stake in a company could be diluted due to the company issuing additional Shares. In other words, when the company issues more Shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of Shares outstanding could result from a stock offering (such as an initial public offering, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, convertible notes, preferred Shares or warrants) into stock. If the company decides to issue more Shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. The company has authorized and issued two classes of Shares of stock, namely Common Stock and SERIES A Preferred Stock. Therefore, all of the company's current shareholders and the investors in this Offering will experience the same dilution if the company decides to issue more Shares in the future.

NOTE: Our sole officer and director currently owns all the issued and outstanding SERIES A Preferred Stock of the company, and will continue to own all of these Shares to control the operations of the company after this offering, irrespective of its outcome. These Shares contain a provision in their designation (see Exhibit 1A-3 - SERIES A Preferred Share Designation) as follows "the certificate of designation of the SERIES A Preferred Stock Shares have 100 votes per share, whereas the Common Stock only has one vote per share." It should therefore be noted that the holder of these SERIES A Preferred Shares, controls the corporation.

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ITEM 4.    PLAN OF DISTRIBUTION

We are offering a maximum of 10,000,000 Common Shares on a no minimum, best efforts basis. We will sell the Shares ourselves and do not plan to use underwriters or pay any commissions.  We will be selling our Shares using our best efforts and no one has agreed to buy any of our Shares. This prospectus permits our existing, and future, officers and directors to sell the Shares directly to the public, with no commission or other remuneration payable to them for any Shares they may sell. There is currently no plan or arrangement to enter into any contracts or agreements to sell the Shares with a broker or dealer.  Our officers and directors will sell the Shares and intend to offer them to friends, family members and business acquaintances.  There is no minimum amount of Shares we must sell; so no money raised from the sale of our Shares will go into escrow, trust or another similar arrangement.

The Shares are being offered by Hamon Fytton, the Company's Chief Executive Officer and Director.  Mr. Fytton will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the Shares. No sales commission will be paid for Shares sold by Mr. Fytton. Mr. Fytton is not subject to a statutory disqualification and is not associated persons of a broker or dealer.

Additionally, Mr. Fytton primarily performs substantial duties on behalf of the registrant other than in connection with transactions in securities.  Mr. Fytton has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.

The offering will terminate upon the earlier to occur of: (i) the sale of all 8,000,000 Shares being offered, or (ii) 365 days after this Offering Circular is declared qualified by the Securities and Exchange Commission or (iii) or the decision by Company management to deem the offering closed.

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

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ITEM 5.    USE OF PROCEEDS TO ISSUER

We estimate that, at a per share price of $0.50, the net proceeds from the sale of the 10,000,000 Shares in this Offering will be approximately $4,950,000, after deducting the estimated offering expenses of approximately $50,000.

We will utilize the net proceeds from this offering to identify and acquire properties operations and to acquire, restore, and manage residential and commercial properties, and for general corporate purposes, including financing, operating expenses and our other expenses.

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

Item:

Maximum Amount

Offering Percentage

 

 

 

Acquisition Costs *(1)

$3,000,000

60%

 

 

 

Development Costs

1,000,000

20%

 

 

 

Working Capital

950,000

19%

 

 

 

Offering Expenses *(2)

50,000

1%

TOTAL

5,000,000

100%

 

(1) "Acquisition Costs" are costs related to the selection and acquisition of properties, including financing and closing costs. These expenses include but are not limited to travel and communications expenses, non-refundable option payments on property not acquired, accounting fees and expenses and miscellaneous expenses. The presentation in the table is based on the assumption that we will always finance the acquisition of properties whenever possible.

(2) Offering Expensesinclude projected costs for Legal and Accounting, Publishing/Edgar and Transfer Agents Fees.  

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 to fully implement our business plan.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

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ITEM 6.    DESCRIPTION OF BUSINESS

Our Company

CALEDONIA INVESTMENT REAL ESTATE, INC., a Wyoming corporation ("the Company and/or CAIRE") was incorporated under the laws of the State of Wyoming on June 21, 2021. Our President, Chief Executive Officer, was appointed upon incorporation. He also acts as our Our Chief Financial Officer. We intend to appoint additional Officers and Directors as the Company commences operations. Our principal office is located at 2412 IRWIN STREET, MELBOURNE, FL 32091.

On June 21, 2021, the Company issued 4,000,000 Shares of Common Stock and 100,000 Shares of Preferred Stock, all with a par value of $0.001, to our founder, President & CEO and sole Director.

Business Information Introduction CAIRE is an emerging growth company that plans to engage in real estate development within the United States.

The Company will engage in development and/or acquisition, management and operation or sale of any class of income producing residential and commercial real estate.

We are an emerging growth company, and we expect to use substantially all of the net proceeds from this offering to engage in land acquisition and real estate development business described herein. We expect to build a high-quality real estate portfolio intended to generate income and to provide capital preservation, capital appreciation and portfolio diversification. These properties may be existing properties, newly constructed properties or properties under development or construction which we intend to acquire, make cosmetic changes, repairs, and other enhancements in order to increase the value for rent or immediate sale. The land banking properties will be designated for future development either by the Company or in a joint venture. We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

We plan to initially identify and then focus on regions of United States, and in markets that we believe are likely to benefit from favorable demographic changes. We expect to build a high-quality portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The Company will  hold title to its acquired properties through related entities that operate as wholly-owned or wholly-controlled subsidiaries of the Company.

Our Competitive Strengths

 

We believe that The Company will be able to attract experienced directors and officers and other key personal with the necessary experience. We believe our investment strategy will assist in their recruitment, and distinguish us from other real estate development companies. Specifically, our competitive strengths include  the following :

 

 

"

Experienced and Dedicated Management. The Company intends to recruit a committed management team with experience in all phases of commercial and residential real estate investment, management and disposition. This team, who in place, will assist in establishing a robust infrastructure of service providers, including property managers for assets under management.

 

"

Investing Strategy. Our CEO has an extensive deal flow network in target markets due to long-standing relationships with brokers and lenders.

 

"

Highly Disciplined Investing Approach. We intend to take a time-tested and thorough approach to analysis, management and investor reporting.

 

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Market Opportunity

The economic outlook, in our view, presents an opportunity for our business. The Company believes that recent corrections in the national, regional and local residential markets are healthy and, in many cases, overdue. Over the course of the past several months, The Company have noticed that customers have begun to explore the development of market-appropriate product with realistic absorption projections and expectations of realizable upside upon completion of their project in one to three years. The Company believes that the demand for appropriately priced new development in infill locations will remain steady in most of its markets. Many regions, for example, are experiencing a critical lack of new housing product that is affordable to the bulk of the urban workforce. The housing recession has led many banks large and small to lower their construction loan-to-value ratios, if not withdraw from the market altogether. The contraction in capital supply to the small to mid-sized homebuilder has not only added to the potential customer base for the Company but also is expected to produce higher credit borrowers and enhanced the Company pricing power. All other things being equal, the sales price of a typical home in a borrower's project would need to be reduced by 20% to 30% from the original proforma levels for the Company to suffer losses to interest and principal, respectively.

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Investment Objectives

Our primary investment objectives are:

 

-

to maximize the capital gains of our properties;

 

-

to preserve and protect your capital contribution;

 

-

to enable investors to realize a return on their investment by beginning the process of liquidating and distributing cash to investors within approximately five years of the termination of this offering, or providing liquidity through alternative means such as in-kind distributions of our own securities or other assets; and

 

-

To achieve long-term capital appreciation for our stockholders through increases in the value of our company.

We will also seek to realize growth in the value of our investments and to optimize the timing of their sale.

However, we cannot assure you that we will attain these objectives or that the value of our investments will not decrease. We have not established a specific policy regarding the relative priority of these investment objectives.

Investment Criteria

We believe the most important criteria for evaluating the markets in which we intend to purchase investment properties include:

 

  

historic and projected population growth;

  

markets with historic and growing numbers of a qualified and affordable workforce;

  

high historic and projected employment growth;

  

markets with high levels of insured populations; and

  

stable household income and general economic stability.

 

 

The markets in which we invest may not meet all of these criteria and the relative importance that we assign to any one or more of these criteria may differ from market to market or change as general economic and real estate market conditions evolve. We may also consider additional important criteria in the future.

Investment Policies

 

Our investment objectives are to maximize the capital gains of our properties and achieve long-term capital appreciation for our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives.

 

We expect to pursue our investment objectives primarily through the ownership of commercial and residential and land banked assets. We currently intend to invest primarily in the acquisition, development and management of commercial and residential and land banked properties. While we may diversify in terms of property locations, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area.

   

We may also participate with third parties in property ownership, through joint ventures or other types of co-ownership. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

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Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these properties. Debt service on such financing or indebtedness will have a priority over any dividends with respect to our Common Stock. Investments are also subject to our policy not to be treated as an "investment company" under the Investment Company Act of 1940, as amended, or the 1940 Act.

 

In order to maintain a relatively low-risk profile across our entire asset holdings, it is the goal of the company to maintain at 30% or less equity in all property holdings at all times. The Company's goal is to acquire properties at a maximum of 70% or more loan to value, based on both appraised and bank assumed values of the property, when available. This will be accomplished by either purchasing a property at below market value and/or ensuring that 30% or less down payment is made on the property at acquisition. We anticipate that many acquisitions will be "flipped" or re-sold for profit, whereas other will be kept and included in our portfolio of income properties.

Due Diligence Process

We will consider a number of factors in evaluating whether to acquire any particular asset, including: geographic location; condition of the asset; historical performance; current and projected cash flow; potential for capital appreciation; potential for economic growth in the area where the asset is located; presence of existing and potential competition; prospects for liquidity through sale, financing or refinancing of the assets; and tax considerations. Because the factors considered, including the specific weight we place on each factor, vary for each potential investment, we will not assign a specific weight or level of importance to any particular factor. Our obligation to close on the purchase of any investment generally will be conditioned upon the delivery and verification of certain documents from the seller, including, where available and appropriate: plans and specifications; environmental reports; surveys; evidence of marketable title subject to any liens and encumbrances as are acceptable to the Company; and title and liability insurance policies.

Acquisition of Properties

The Company intends on acquiring commercial and residential properties primarily through foreclosure sales, bank owned real estate, purchase transactions constituting a short sale (a transaction where the purchase price is less than the secured indebtedness on the property), and distressed sale transactions. Raw land will be acquired by identifying potential growth and making acquisitions prior to on-rush of development. The number of commercial and residential properties that may be available from all of the foregoing sources will vary from time to time, depending on numerous factors including, without limitation, trends in delinquent mortgages and foreclosure sales in a given area, extent to which banks may or may not aggressively seek to sell owned real estate (typically acquired through foreclosure on a delinquent mortgage), number of persons seeking to purchase distressed properties, trends impacting values of residential properties, and other factors beyond the control of the Company.

Tax Treatment of Registrant and its Security Holders.

 

Although we hope to be a real estate company with real estate assets, we will not be initially operating as a Real Estate Investment Trust ("REIT") as we may not initially be able to qualify as a REIT. Therefore, we will initially operate a, "C" corporation. As such, our profits are taxable at corporate level and dividends, if any, are taxable at individual level.

Competition

The real estate market is highly competitive. We will compete in all of our markets with other owners and operators of single and multifamily properties. We will compete based on a number of factors that include location, rental rates, security, suitability of the propertys' design to tenants' needs and the manner in which the property is operated and marketed. The number of competing properties in a particular market could have a material effect on a propertys' occupancy levels, rental rates and operating expenses.

25


We will compete with many third parties engaged in real estate investment activities including REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, lenders, hedge funds, governmental bodies, private developers and other entities. There are also REITs with asset acquisition objectives similar to ours and others may be organized in the future. Some of these competitors have substantially greater marketing and financial resources than we will have and generally may be able to accept or manage more risk than we can prudently manage, including risks with respect to the creditworthiness of tenants. In addition, these same entities may seek financing through the same channels that we do. Therefore, we will compete for investors and funding in a market where funds for real estate investment may decrease, or grow less than the underlying demand.

Competition may limit the number of suitable investment opportunities offered to us and result in higher prices, making it more difficult for us to acquire new investments on attractive terms. In addition, competition for desirable investments could delay the investment of net proceeds from this offering in desirable assets, which may in turn reduce our cash flow from operations and negatively affect our ability to make or maintain distributions.

Government Regulation

Our business is subject to many laws and governmental regulations. Changes in these laws and regulations, or their interpretation by agencies and courts, occur frequently.

Fair Housing Act

The Fair Housing Act, its state law counterparts and the regulations promulgated by the U.S. Department of Housing and Urban Development and various state agencies prohibit discrimination in housing on the basis of race or color, national origin, religion, sex, familial status (including children under the age of 18 living with parents or legal custodians, pregnant women and people securing custody of children under 18) or handicap (disability) and, in some states, financial capability. A failure by the multifamily apartment properties to which our investments relate to comply with these laws could result in litigation, fines, penalties or other adverse claims against these properties and their owners or managers, or could result in limitations or restrictions on the ability of these properties or entities to operate, any of which could materially and adversely affect us.

Investment Company Act of 1940

We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property may be held liable for the costs of removing or remediating hazardous or toxic substances. These laws often impose clean-up responsibility and liability without regard to whether the owner or operator was responsible for, or even knew of, the presence of the hazardous or toxic substances. The costs of investigating, removing or remediating these substances may be substantial, and the presence of these substances may adversely affect our ability to rent or sell the property or to borrow using the property as collateral and may expose us to liability resulting from any release of or exposure to these substances. If we arrange for the disposal or treatment of hazardous or toxic substances at another location, we may be liable for the costs of removing or remediating these substances at the disposal or treatment facility, whether or not the facility is owned or operated by us. We may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site that we own or operate. Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials and other hazardous or toxic substances.

26


Other Regulations

The properties we acquire likely will be subject to various federal, state and local regulatory requirements, such as zoning and state and local fire and life safety requirements. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We generally will acquire properties that are in material compliance with all regulatory requirements. However, there can be no assurance that these requirements will not be changed or that new requirements will not be imposed which would require significant unanticipated expenditures by us and could have an adverse effect on our financial condition and results of operations.

Employees:

Currently, the company does not have any full time employees. The company may hire a number of employees as needed after effectiveness of this offering primarily to support our acquisition and development efforts.

Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

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ITEM 7.    DESCRIPTION OF PROPERTY

Our principal offices are located at 2412 IRWIN STREET, MELBOURNE, FL 32091 The office is provided at no charge by our CEO. We do not currently lease or own any other real property. We do not currently lease or own any other real property.

ITEM 8.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The company was incorporated in Wyoming on June 21, 2021. Our principal executive offices are located at 2412 IRWIN STREET, MELBOURNE, FL 32091 We are an internally managed real estate development company engaged in locating and developing real estate investments.

We are a development stage company, and we expect to use substantially all of the net proceeds from this offering to engage in land banking and real estate development business described herein. We expect to build a high-quality portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The properties may be existing properties, newly constructed properties or properties under development or construction which we intend to acquire, make cosmetic changes, repairs, and other enhancements in order to increase the value for rent or immediate sale.

We have been utilizing and may utilize funds from Mr. Fytton our President, Chief Executive Officer and Director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Mr. Fytton however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require approximately $100,000 of funding from this offering. Being a development stage company, we have a very limited operating history. After a twelve-month period, we may need additional financing but currently do not have any arrangements for such financing.

For the next twelve months we anticipate that we will need up to $1 million in operational funds to carry out the acquisition and development of properties in our Real Estate Development Program. Although, we have several target cities in mind, The Company may select different locations when funds become available, therefore, we may need 1-2 months to target specific locations. For all business purposes if we are short of funds we may request funds from our Chief Executive Officer, however, there is no guarantee he will loan us funds.

 

The company has not contacted any institution about financing loans for our Real Estate Development Program. We will only contact any such institution when we feel we have both located a target property, and the Company has capital sufficient as a down payment to obtain such financing.

 

Generally, in this industry it is known to be a common fact that banks, credit unions, and other comparable institutions may not provide financing to a Company operating in the new home construction industry without substantial assets and/or personal asset guarantees. Because of this we may face difficulty in acquiring financing for our target properties or funds necessary to provide the marketing and administration funds for our Real Estate Development Program. We are therefore dependent upon our ability to attract private individuals that will participate in our Real Estate Development Program. This may cause you to lose some or all of your investment if we do not have enough funds to pay cash for a property in full, and must resort to financing. 

  

Once we locate a suitable property, we will determine the funds required to complete the project. The amount of funds allocated for this may vary and will depend on the specific location, property size and improvement costs. These are the costs in making a building ready for occupation, and then produce revenue.

 

Following commencing property development, we may be unable to obtain further loan commitments from private secured mortgage lenders until we have a successful track record. We are uncertain how long it will take to complete each project, we will be dependent on contractor estimates. We cannot reliably predict the profit until we have completed several projects. Should our financial position allow us to do so we hope to purchase several projects in close proximity to help in our costs, marketing and sales efforts.

 

Long term financing and commitments will be required to fully implement our business plan. The Company will always be dependent on outside funding for the full implementation of our business plan. Our expansion may include expanding our office facilities, hiring sales personnel and developing a customer base.

 

If we do not receive adequate proceeds from this offering to carry out our forecasted operations to operate for the next 12 months our CEO, Mr. Fytton, has informally agreed to provide us funds, however, he has no formal commitment, arrangement or legal obligation to provide funds to the company.

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

 

We are a development stage company, and we expect to use substantially all of the net proceeds from this offering to engage in land banking and real estate development business described hereinabove. We expect to build a high-quality portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The properties may be existing properties, newly constructed properties or properties under development or construction which we intend to acquire, make cosmetic changes, repairs, and other enhancements in order to increase the value for rent or immediate sale.

We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

28


 

POLICY WITH RESPECT TO CERTAIN ACTIVITIES

 

(a)

We have issued 100,000 Shares of preferred stock to our CEO which is considered majority voting control over holders of Common Stock, as each preferred share votes as 100 Shares of Common Stock. We do not plan to issue any new Shares of preferred stock notwithstanding we may issue new Shares if certain qualified investors desire such Shares to fit their investment criteria. Our Board of Directors may change our policy regarding the issuance of preferred Shares at any time and in their discretion and without a vote of security holders.

 

(b)

We do plan to borrow money from private secured mortgage lenders to purchase real estate but will not do so unless this offering is successful. Our business plan involves obtaining real estate loans using our Real Estate Development Program, for the construction of new homes. Our Management may change our policy regarding borrowing money at any time and without a vote of security holders.

 

(c)

We have not and do not have any plans to make loans to other persons. Our Management may change our policy regarding plans to make loans to other persons or entities in their discretion at any time and without a vote of security holders.

 

(d)

We have not and do not have any plans to invest in the securities of other issuers for the purpose of exercising control. Our Management may change our policy regarding plans to make loans to other persons or entities in their discretion at any time and without a vote of security holders.

 

 (e)

We have not and do not have any plans to underwrite securities of other issuers. Our Management may change our policy regarding plans to underwrite securities of other issuers in their discretion at any time and without a vote of security holders.

 (f)

We have not and do not have any plans to engage in the purchase and sale (or turnover) of investments. Our Management may change our policy regarding plans to engage in the purchase and sale (or turnover) of investments at any time and without a vote of security holders.

 

(g)

We have not and do not have any plans to offer securities in exchange for property. Our Management may change our policy regarding plans to offer securities in exchange for property at any time and without a vote of security holders.

 

(h)

We have not and do not have any plans to repurchase or otherwise reacquire its Shares or other securities. Our Management may change our policy regarding plans to repurchase or otherwise reacquire its Shares or other securities at any time and without a vote of security holders.

 

(i)

We do intend to make annual or other reports to security holders in the future, although we have not concluded the nature, content and scope of such reports at this time and such reports may contain financial statements certified by independent public accountants. Our Management may change or eliminate our policy regarding plans to make annual reports available to security holders including the content at any time and without a vote of security holders. 

29


 

INVESTMENT POLICIES OF REGISTRANT

 

(a)

Investments in real estate or interests in real estate.

 

1.

We plan to focus our Real Estate Development Program only in the states which show a demand for affordable new home construction, but in the future may expand our operations to acquire and lease real estate in other states as new opportunities emerge. Our Management may change our existing policy regarding target states at any time and without a vote of security holders. We may invest some of our assets in the purchase of of real estate and building lots.

 

 

 2.

We may invest in any type of real estate including but not limited to building lots, residential investment properties, industrial, office, retail buildings, special purpose buildings, or undeveloped acreage.

 

3.

To finance the construction of new homes through our Real Estate Development Program, we plan on commencing an extensive marketing program. We may also use a (to be identified) online funding platform to sell this program and/or Shares pursuant to this offering but have no definitive plans to do so. We plan to wait six months to a year to create a favorable relationship with banks so that we can construct new homes on building lots owned by the Company with bank loans. This will allow the Company to take out a new home construction mortgages for new home construction. There will be no limitations on the number of new homes under construction at any time. We may be limited, however, by our ability to track the progress where these home are being constructed in different locations. This would require the hiring of additional experienced personal and increase the Company's overhead. Our Management may change our existing policy regarding our method of operating and financing real estate at any time and without a vote of security holders.

 

 

4.

We believe that our CEO has the necessary experience and industry contacts to carry out our business plan.

 

5.

Our policy is to acquire assets primarily for income and not capital gain. Our Management may change our existing policy regarding our method of operating and financing real estate at any time and without a vote of security holders.

 

 

6.

We do not have a policy that restricts us to the amount or percentage of assets which will be invested in any specific property.

 

 

7.

We do not have any other material policy with respect to our proposed real estate activities.

 

 

(b)

Investments in real estate mortgages.

 

We do not have any policy or plans at this time to invest in any real estate mortgages. Our Management may change our existing plans regarding investments in real estate mortgages at any time and without a vote of security holders.

 

(c)

Securities of or interests in persons primarily engaged in real estate activities.

We do not have any policy or plans at this time to invest in persons or entities engaged in real estate activities, with the Specific exception of the Real Estate Company formation and equity interests. Our Management may change our existing plans regarding investing in persons or entities engaged in real estate activities at any time and without a vote of security holders.

 

(d)

Investments in other securities.

We do not have any policy or plans at this time to invest in any other types of real estate securities. Our Management may change our existing plan regarding an investment in any other real estate securities at any time and without a vote of security holders.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced. The Company has generated minimal revenues from operations and therefore lacks meaningful capital reserves.

Operating Results

As of June 30, 2022 we have not generated any revenues and incurred expenses of $51,000. Our operating expenses consist of the costs incurred in organizing the company and this offering. As a result, our net loss for the period from inception through June 30, 2022 was $51,000. Our accumulated deficit at June 30, 2022 was $51,000.

To meet our need for cash we are attempting to raise money from this offering. The maximum aggregate amount of this offering will be required to fully implement our business plan. If we are unable to successfully generate revenue we may quickly use up the proceeds from this offering and will need to find alternative sources. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

30


Liquidity and Capital Resources

As of June 30, 2022 the Company had $0 in cash and total liabilities of $51,000. As of June 30, 2022, the Company has incurred total expenses since inception of $51,000, related entirely to the costs associated with this Offering. In management's opinion, the Company's cash position is insufficient to maintain its operations at the current level for the next 12 months. We are attempting to raise funds to proceed with our plan of operation. The Company hopes to raise up to $5,000,000 in this Offering. If we are successful at raising the maximum amount of this offering, we believe that such funds will be sufficient to fund our expenses over the next twelve months.

Although we intend on identifying tracks of land and other real estate for development and acquisition with our proceeds, there is no guarantee that we will acquire any such properties. Executing on our business plan will depend highly on our funds, the availability of those funds, and the size of the properties. Upon the qualification of the Form 1-A, the Company plans to pursue its investment strategy of real estate development for commercial and residential properties and land banking. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Company. If so, the Company's investment objective of acquiring real estate for development and land banking will be adversely affected and the Company may not be able to execute on its business plan if it is unable to finance such projects. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that additional capital will be available to the Company. If we are successful at raising capital by issuing more stock, or securities which are convertible into Shares of the Company, your investment will be diluted as a result of such issuance.

We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Off-Balance Sheet Arrangements

As of June 30, 2022 we did not have any off-balance sheet arrangements.

Plan of Operations

Over the next twelve months, the Company intends to focus on acquiring tracks of land for land banking and other commercial and residential properties for development using the proceeds from this offering. Our officers and directors will meet with property owners, brokers, consultants and advisors in the real estate industry to locate raw land and other properties which meet the Company's profile. We may engage other consultants to conduct initial due diligence with respect to properties which may be of interest to the Company. Our initial focus will be to acquire properties located in the south eastern region of the United States. Our director intends to reach out to his current network and search for appropriate properties. Mr. Fytton has a network that includes real estate brokers, commercial and residential real estate owners, management companies, real estate operators, title companies, and escrow companies. Mr. Fytton believes that by utilizing his current network, he will be able to identify appropriate properties. We plan to purchase real properties by assuming up to 85% or more debt financing. We may also acquire debt in the form of mezzanine or bridge financing. We may borrow such funds from a traditional bank or non-bank third party. However, we hope to limit our financing costs and our financing to direct leverage on the property. We hope to finance acquisition costs mostly with the sale of our Common Stock in this offering.

31


ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until her successor is elected and qualified, or until her earlier resignation or removal. Our directors and executive officers are as follows:

The table below lists our directors and executive officers, their ages, and the date of their first appointment to such positions. Each position is currently held with an indefinite term of office.

                   Name

  Position

Age

Date of First

  

  

  

Appointment

Hamon Fytton

Chief Executive Officer/Director

  67 

  June 21, 2021

 

 

 

 

Hamon Fytton, CEO and Director

Over the last five years Mr. Fytton acted as a consultant to several public companies and private companies seeking to become public. In this capacity he has overseen the preparation of numerous registration statements, subscription agreements, SEC filings, prospectus offerings and general company information packets. He has also often acted as an Officer and/or director for several companies, aiding in their transition from private to public. He has conducted several seminars in the past 12 months on the JOBS Act and the new Crowdfunding and REG A+ regulations. He continues to consult with various investment groups in the US and other countries. In 1997 Mr. Fytton co-founded Internet Advisory Corporation which became a public company within the first year of operations. Within three years of starting, the company had a market capitalization of over $100 million. He is currently a Director and shareholder of Gold Entertainment Group, Inc. a public company.

32


Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Board Composition

Our Bylaws provide that the Board of Directors shall consist of no more than two (2) directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the CAIRE majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules and regulations of the SEC.

 

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Family Relationships

None.

33


 

Involvement in Certain Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

 

  • Any 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 her involvement in any type of business, securities or banking activities,

  • Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

  • Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

  • Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

    Significant Employees

    None.

    34


    ITEM 10.   COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    The following table sets forth information about the annual compensation of each of our two highest-paid persons who were directors or executive officers during our last completed fiscal year.

      

      

    Cash

    Other

    Total

      

    Capacities in which

    compensation

    compensation

    compensation

               Name

    compensation was received

    ($)

    ($)

    ($)

    Hamon Fytton

    CEO, Director

    -0-

    -0-

    -0-

    Hamon Fytton

    President/ Director/Secretary

    -0-

    -0-

    -0-

     

     

     

     

     

    Compensation of Directors

    We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans.

    35


    ITEM 11.   SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

    The following tables set forth the ownership, as of the date of this prospectus, of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such Shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

    The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or Shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of Shares beneficially owned by such person, which includes the number of Shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of Shares outstanding as of such date plus the number of Shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the Shares shown.

      

     

      

     

     

    Amount and

     

     

      

     

      

     

    Amount and

     

     

    nature of

     

     

      

     

      

     

    nature of

     

     

    beneficial

     

     

    Percent

     

    Name and address of beneficial

     

    beneficial

     

     

    ownership

     

     

    of class

     

    Hamon Fytton

     

    4,000,000

     

     

    -0-

     

     

    100%

     

     

     

     

     

     

     

     

     

     

     

    All directors and officers as a group (1 persons)

     

    4,000,000

     

     

    -0-

     

     

    100%

     

     

    (1)

    The address of those listed is 2412 IRWIN STREET, MELBOURNE, FL 32091

     

    (2)

    Our sole director owns 4,000,000 of Common and 100,000 of SERIES A Preferred Shares. Unless otherwise indicated, all Shares are owned directly by the beneficial owner.

     

    (3)

    Based on 4,100,000 Shares consisting of an aggregate 4,000,000 Shares of Common Stock and 100,000 of SERIES A Preferred Shares outstanding prior to this Offering.

    36


    ITEM 12.   INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

    Since inception, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

    Conflicts of Interest and Corporate Opportunities

    The officers and directors have acknowledged that under Wyoming law that they must present to the Company any business opportunity presented to them as an individual that met the Wyoming's standard for a corporate opportunity:  (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position inimical to their duties to the corporation. This is enforceable and binding upon the officers and directors as it is part of the Code of Ethics that every officer and director is required to execute. However the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities are to be presented to the Board.


    It is the intention of the company to adopt such policies and procedures in the immediate future.

    37


    ITEM 13. SECURITIES BEING OFFERED

    Common Shares

    Our authorized capital stock consists of (i) twenty million (20,000,000) Shares of Common Stock, par value $0.001 per share (the "Common Stock"), (ii) one million (1,000,000) Shares of PREFERRED of all Classes, par value $0.001 per share (the "PREFERRED Stock"), with (iii) one hundred thousand (100,000) Shares of SERIES A PREFERRED stock, par value $0.001 issued and outstanding at the time of this offering. As of June 30 30, 2022, we have 4,000,000 Shares of Common Stock and 100,000 Shares of SERIES A Preferred Shares issued and outstanding.

    The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

    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

    The Preferred Stock of the Company has several specific designations, listed below, and the resulting possible effect on the Company's securities it enables.

    • Voting Control - The SERIES A Preferred Shares have 100 votes per share, whereas the Common Stock only has one vote per share.

    • Ownership - Our sole officer and director currently owns all the issued and outstanding SERIES A Preferred stock, which results in total control of the Company

    • Dilution - The Company is authorized to issue one million (1,000,000) Shares of Preferred Stock of all classes. As of the date of this Prospectus there are one hundred thousand (100,000) Shares of Preferred Series A issued and outstanding. These Shares do not have a "Conversion Provision".

    • Other Restrictions - The Company is authorized to issue one million (1,000,000) Shares of Preferred Stock of all classes. Additional classes of preferred Shares may contain other designations, resulting in restrictions regarding the operation of the Company. The Company may increase the number of authorized Shares of all classes at any time, following the qualification of this offering.

    Our sole officer and director currently owns all the issued and outstanding SERIES A Preferred stock of the company, and will continue to own all of these Shares to control the operations of the company after this offering, irrespective of its outcome. These Shares contain a provision in their designation (see Exhibit 1A-3 - SERIES A Preferred Share Designation) as follows "the certificate of designation of the SERIES A Preferred Stock that those securities are convertible into any number of Shares of Common Stock as "determined by mutual agreement of the Corporation and the holder of the Series A Preferred Stock...,".

    If such a "Preferred Stock Conversion Provision" were to be added then the Common Stock would be subject to dilution and a probable reduction in its value. There are not set limits on this conversion. It should be noted that at the time of this filing no such "Preferred Stock Conversion Provision" is in effect.

    Each one (1) share of SERIES A Preferred Stock shall have voting rights held at all stockholders' meetings for all purposes, including election of directors equal to 100 Shares of Common Stock.

    The SERIES A Preferred Shares has 100 votes per share, whereas the Common Stock only has one vote per share. As of June 30, 2022, there are one hundred thousand (100,000) SERIES A Preferred Shares issued and outstanding and four million (4,000,000) Shares of Common Stock issued and outstanding. This means that the holders of these SERIES A Preferred Shares have 10,000,000 votes (ten million) compared to a maximum of 14,000,000 (fourteen million) votes, if the offering is fully subscribed, votes in total.

    Our sole officer and director currently owns all the issued and outstanding SERIES A Preferred stock of the company, and therefore has total voting control of the Company.

    Options and Warrants

    The management may at some future date decide that it is in the best interests of the shareholders to issue warrants. At the time of this filing, there are no immediate plans to issue, nor any outstanding warrants or options.

    Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

    Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding Shares of preferred stock that may be created in the future.

    Other Rights. Holders of Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of Shares of any series of preferred stock that we may create in the future.

    Transfer Agent and Registrar

    None. We may appoint one at any time during this offering.

    Shares Eligible for Future Sale

    Prior to this offering, there was no public market for our Common Stock. We cannot predict the effect, if any, that market sales of Shares of our Common Stock or the availability of Shares of our Common Stock for sale will have on the market price of our Common Stock. Sales of substantial amounts of our Common Stock in the public market could adversely affect the market prices of our Common Stock and could impair our future ability to raise capital through the sale of our equity securities.

    We have outstanding an aggregate of 4,100,000 Shares consisting of 4,000,000 Shares of Common Stock and 100,000 of SERIES A Preferred Stock. None of these Shares will be freely tradable without restriction or further registration under the Securities Act, except as allowed following a qualification of this offering under Regulation A +, unless those Shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.

    The Shares of Common Stock issued prior to this offering will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

    38


    14.   FINANCIAL STATEMENTS

    CALEDONIA INVESTMENT REAL ESTATE, INC.

    (AN EMERGING GROWTH COMPANY)

    FINANCIAL STATEMENTS - UNAUDITED

    For the period ending June 30, 2022, and

    from June 21, 2021 (Inception) to December 31, 2021

     

    CONTENTS:

     

     

     

    Balance Sheet - For the periods ending June 30, 2022 and December 31, 2021

     

     

     

    Statement of Operations - For the periods ending June 30, 2022 and December 31,

     

     

     

    Statements of Stockholder's Deficit - For the periods ending June 30, 2022 and December 31, 2021

     

     

     

    Statements of Cash Flows - For the periods ending June 30, 2022 and December 31, 2021.

     

     

    Notes to the Financial Statements

     

     

     

     

    39


     

    CALEDONIA INVESTMENT REAL ESTATE, INC.

    (AN EMERGING GROWTH COMPANY)

    BALANCE SHEET - UNAUDITED

    For the period ending June 30, 2022, and

    from June 21, 2021 (Inception) to December 31, 2021.

     :


    ASSETS

     

     

    2022

    JUNE 30

    2021

    DEC. 31

     

     

     

     

     

    Current Assets:

     

     

     

     

      Cash

     

     

    $ 0   

    $ 0   

             Total Current Assets

     

     

     

     

    TOTAL ASSETS

     

     

    $0   

    $0   

     

     

     

     

     

    LIABILITIES AND STOCKHOLDER'S EQUITY

     

     

     

     

     

     

     

     

     

    Current liabilities:

     

     

     

     

    Related Party Note

     

     

    51,000   

    51,000   

    Total Current Liabilities

     

     

    51,000   

    51,000   

    Total Liabilities

     

     

    51,000   

    51,000   

     

     

     

     

     

    Stockholders' Equity

     

     

     

     

    Preferred Stock; 1,000,000 Shares authorized; par value $0.001 per share; 100,000 Shares Issued and Outstanding

     

     

    100   

    100   

    Common Stock: 20,000,000 Shares authorized, par value $.001 per share; 4,000,000 Shares Issued and Outstanding

     

     

    4,000   

    4,000   

    Additional Paid In Capital

     

     

     

     

      

     

     

      

      

    Prior Accumulated Retained Earnings

     

     

     

     

    Current net profit (loss)

     

     

    (46,900)  

    (46,900)  

    Less: Dividends

     

     

     

     

     

     

     

     

     

    Total Shareholders' Equity

     

     

    (4,100)  

    (4,100)  

     

     

     

     

     

    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

     

     

    $0   

    $0   

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

    40


    CALEDONIA INVESTMENT REAL ESTATE, INC.

    (AN EMERGING GROWTH COMPANY)

    STATEMENT OF OPERATIONS

    For the period ending June 30, 2022, and

    from June 21, 2021 (Inception) to December 31, 2021.


     

     

     

     

    2022

    JUNE 30

     

    2021

    DEC. 31

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

     

     

     

     

    $ 0.00   

    $ 0.00   

     

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

    51,000   

    51,000   

    Total operating expenses

     

     

     

     

    51,000   

    51,000   

    Net Profit

     

     

     

     

    (51,000)  

    (51,000)  

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net loss per common share - basic and diluted:

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net loss per share attributable to Common Stockholders

     

     

     

     

    0.001   

    0.001   

     

     

     

     

     

     

     

    Weighted-average number of common Shares outstanding

     

     

     

     

    4,000,000   

    4,000,000   

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

     

    41


    CALEDONIA INVESTMENT REAL ESTATE, INC.

    (AN EMERGING GROWTH COMPANY)

    STATEMENT OF STOCKHOLDER'S DEFICIT

    For the period ending June 30, 2022, and

    from June 21, 2021 (Inception) to December 31, 2021.

























































  • Additional


    Total

    Preferred Stock
    Common Stock
    Paid-in
    Accumulated
    Shareholders'

    Shares
    Par Value
    Shares
    Par Value
    Capital
    Deficit
    Deficit
    2021














    Beginning Balance, June 21, 2021 (Inception) -
    -
    -
    -
    -
    $ -
    $ -















    Issuance of Preferred Stock $0.001 Par Value 100,000
    100
    -
    -
    -
    -
    -















    Issuance of Common Stock $0.001 Par Value -
    -
    4,000,000
    4,000
    -
    -
    -















    Net Income (loss) for the period ended December 31, 2021 -
    -
    -
    -
    -
    (46,900)
    -















    Ending Balance, December 31, 2021 100,000
    $100
    4,000,000
    $4,000

    $(46,900)
    $(51,000)















    2022














    Net Income (loss) for the period ended June 30, 2022
    (carry forward from 2021)
    -
    -
    -
    -
    -
    (46,900)
    -















    Ending Balance, June 30, 2022 100,000
    $100
    4,000,000
    $4,000

    $(46,900)
    $(51,000)















































    42



    CALEDONIA INVESTMENT REAL ESTATE, INC.

    (AN EMERGING GROWTH COMPANY)

    STATEMENT OF CASH FLOWS

    FROM THE PERIOD For the period ending June 30, 2022, and

    from June 21, 2021 (Inception) to December 31.


     

     

     

    2022

    2021

     

     

     

     

     

     

     

     

    JUNE 30

    DEC. 31

     

     

     

     

     

     

     

    Cash Flows from Operating Activities

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net Income (loss)

     

     

     

     

    ($46,900)  

    ($46,900)  

    Net cash used in operating activities

     

     

     

     

    (46,900)  

    (46,900)  

     

     

     

     

     

     

     

    Cash Flows from Financing Activities

     

     

     

     

     

     

    Common & Preferred Stock issued

     

     

     

     

    4,100   

    4,100   

    Related Party Loan

     

     

     

     

    51,000   

    51,000   

    Net Cash Flows From Financing Activities

     

     

     

     

    46,900   

    46,900   

        Net Increase In Cash

     

     

     

     

    46,900   

    46,900   

     

     

     

     

     

     

     

    Cash Beginning

     

     

     

     

    -   

    -   

    Cash Ending

     

     

     

     

    -   

    -   

     

     

     

     

     

     

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

    43


    Note 1.     Organization, History and Business

     

    CAIRE  ("the Company") was incorporated under the laws of Wyoming on June 21, 2021.

    We are an internally managed real estate company engaged in the renovation and acquisition of income producing real estate. As of the date of this filing, the Company has not commenced operations. The Company's fiscal year end is December 31.

    Note 2.     Summary of Significant Accounting Policies

      

    Revenue Recognition

     

    Revenue is derived from contracts with our consumers. Revenue is recognized in accordance with ASC 605. As such, the Company identifies performance obligations and recognizes revenue over the period through which the Company satisfies these obligations. Any contracts that by nature cannot be broken down by specific performance criteria will recognize revenue on a straight line basis over the contractual period of the contract.

     

    Accounts Receivable

     

    Accounts receivable is reported at the customers' outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

     

    Allowance for Doubtful Accounts

     

    An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

      

     

    Stock Based Compensation

     

    When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, "Stock Compensation" ("ASC 718").  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

     

    The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, "Equity-Based Payments to Non-Employees."  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

     

    The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term "forfeitures" is distinct from "cancellations" or "expirations" and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and

     

    44


    Note 2.     Summary of Significant Accounting Policies (continued)

     

    warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

     

    Loss per Share

     

    The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common Shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common Shares that would have been outstanding if the potential common Shares had been issued and if the additional common Shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

     

    Cash and Cash Equivalents

     

    For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

     

     

    Concentration of Credit Risk

     

    The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

      

    Use of Estimates

     

    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

     

    Business segments

     

    ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of June 30, 2021.

     

    Income Taxes

     

    The Company accounts for its income taxes under the provisions of ASC Topic 740, "Income Taxes." The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and

     

     

      

    Note 2.     Summary of Significant Accounting Policies (continued)

      

    liability method requires the recognition of deferred tax liabilities and assets for the expected future tax

    consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

     

    45


    Recent Accounting Pronouncements

     

    The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

     

    Note 3.     Income Taxes

     

    Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

     

    The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

     

     

     

     

     

     

     

     

     

    2022

    June 30

    2021

    December 31

     

     

     

     

     

     

     

     

     

     

    U.S statutory rate

     

     

     

     

     

     

     

    34.00%

    34.00%

    Less valuation allowance

     

     

     

     

     

     

    -34.00%

    -34.00%

     

     

     

     

     

     

     

     

     

     

     

    Effective tax rate

     

     

     

     

     

     

     

    0.00%

    0.00%

     

    The significant components of deferred tax assets and liabilities are as follows:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    2022

    June 30

    2021

    December 31

    Deferred tax assets

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net operating gain/losses

     

     

     

     

     

     

    $

    (46,900)  

    (46,900)  

     

     

     

     

     

     

     

     

     

     

     

    Deferred tax liability

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net deferred tax assets

     

     

     

     

     

     

     

    Less valuation allowance

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Deferred tax asset - net valuation allowance

     

     

     

     

    $

    0   

    0   

     

     

    Note 3.     Income Taxes (Continued)

     

    The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and "Accounting for Uncertainty in Income Taxes". The Company had no material unrecognized income tax assets or liabilities as of June 30, 2022.

     

    The Company's policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period June 21, 2021 (inception) through June 30, 2022 there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company will file income tax returns in the U.S. federal jurisdiction and the state of Florida, our office location. We are not currently involved in any income tax examinations.

      

    46


    Note 4.   Related Party Transactions

     

    Related Party Stock Issuances:

     

    The following stock issuances were made to officers of the company as compensation for services:

     

    On June 21, 2021, the Company issued 4,100,000 Shares, consisting of 4,000,000 Shares of its authorized Common Stock and 100,000 of its authorized SERIES A Preferred Stock to Hamon Fytton as consideration for $4,100.00.

    Related Party Note.

    On June 21, 2021 Hamon Fytton, the Chief Executive Officer, loaned the Company the sum of $51,000.00. The note is payable upon demand and bears no interest.

      

    Note 5.   Stockholders' Equity

     

    Common Stock

    The holders of the Company's Common Stock are entitled to one vote per share of Common Stock held.

    As of June 30, 2022 the Company had 4,100,000 Shares consisting of 4,000,000 Shares of Common Stock and 100,000 Shares of SERIES A Preferred Stock issued and outstanding.

     

     Note 6. Commitments and Contingencies 

     

    Commitments:

     

    The Company currently has no long term commitments as of our balance sheet date.

    Contingencies:

    None as of our balance sheet date.

     

    47


    Note 7 - Net Income (Loss) Per Share

    The following table sets forth the information used to compute basic and diluted net income per share attributable to CALEDONIA INVESTMENT REAL ESTATE, INC., for the period June 21, 2021 (inception) to December 31, 2021 and for the six months ending June 30, 2022.

     

    >

     

     

     

     

     

     

     

     

    2022

    June 30

    2021

    December 31

     

     

     

     

     

     

     

     

     

     

     

     

    Net Income (Loss)

     

     

     

     

     

     

     

    (46,900)

        (46,900)

         

     

     

     

     

     

     

     

     

     

     

     

     

    Weighted-average common Shares outstanding  basic:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Weighted-average Common Stock

     

     

     

     

     

     

    4,000,000 

    4,000,000

    Equivalents

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Equivalents

     

     

     

     

     

     

     

     

     

     

    Stock Options

     

     

     

     

     

     

    0

     Warrants

     

     

     

     

     

     

     

     0

    0  

     

    Common Shares

     

     

     

     

     

     

    0

    Weighted-average Common Stock

     

     

     

     

     

     

    4,000,000 

    4,000,000

    outstanding-  Diluted

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

      

     

    Note 8.    Going Concern

     

    The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has not generated significant revenue. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management believes that the Company's capital requirements will depend on many factors including the success of the Company's development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

    Note 9.    Subsequent Events

      

    None.

    48


    PART III - EXHIBITS

    ITEM 16 & 17. INDEX TO EXHIBITS & DESCRIPTION

     

    Exhibit 1A - 2A

    CERTIFICATE OF INCORPORATION AND AMENDMENT THERETO

     

    Exhibit 1A-2B

    BY-LAWS

     

    Exhibit 1A-3

    SERIES A Preferred Share Designation

     

    Exhibit 1A-4

    SUBSCRIPTION AGREEMENT

     

    Exhibit 1A-12

    OPINION OF COUNSEL

    49


     

    18.  SIGNATURES

     

    Pursuant to the requirements of the Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Florida, on August 12, 2022.

     

     

    This offering statement has been signed by the following persons in the capacities and on the dates as indicated.

     

     

     

     

     

     

    Name

     

    Title

     

    Date

     

     

     

     

     

    /s/ Hamon Francis Fytton

     

     

    Chief Executive Officer (Principal Executive Officer) and Chairman of

    the Board

     

    August 12, 2022

     

    Hamon Francis Fytton

    /s/ Hamon Francis Fytton

     

     

    Chief Financial Officer, Secretary and Treasurer

    (Principal Financial Officer and Principal

    Accounting Officer)

     

    August 12, 2022

    Hamon Francis Fytton

     

     

    CALEDONIA INVESTMENT REAL ESTATE, INC - Offering Circular

     

     

    50

     

     

    EX1A-3


    CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES A PREFERRED STOCK OF CALEDONIA INVESTMENT REAL ESTATE, INC.


    Pursuant to the Business Organizations Law of the State of Wyoming


    CALEDONIA INVESTMENT REAL ESTATE, Inc., a corporation organized and existing under the laws of the State of Wyoming (the "Corporation"), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 16, 2020, pursuant to the authority vested in the Board of Directors by Article IV of the Certificate of Incorporation of the Corporation which creates and authorizes 1,000,000 shares of Preferred Stock of the Corporation, par value 0.001 (the " Preferred Stock"):


    Resolved, that pursuant to the authority vested in the Board of Directors by Article IV of the Certificate of Incorporation of the Corporation, a series of Preferred Stock is hereby established, the distinctive designation of which shall be “Series A Preferred Stock” (such series being hereinafter called “Series A Preferred Stock”), and the preferences and relative, participating, optional or other special rights of the Series A Preferred Stock, and the qualifications, limitations or restrictions thereof (in addition to the relative powers, preferences and rights, and qualifications, limitations or restrictions thereof, set forth in the Corporation’s Certificate of Incorporation which are applicable to shares of Preferred Stock of all series) shall be as follows:


    1.

    Number of Shares; Stated Value and Dividends.  The Corporation hereby designates one (1) share of the authorized shares of preferred stock as Series A Preferred Stock. The stated value of the Series A Preferred Stock shall be $0.001 par value. The holder of share of Series A Preferred Stock shall not be entitled to receive dividends.


    2.

     Liquidation Preference. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, the holder of Series A Preferred Stock may at his sole option elect to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.001 for the outstanding share of Series A Preferred Stock. Upon the completion of this distribution and any other distribution that may be required with respect to series of preferred stock of this Corporation that may from time to time come into existence, if assets remain in this Corporation the holders of the common stock of this Corporation shall receive all of the remaining assets of this Corporation. For purposes of this Section 2, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation or any transaction in which the Corporation is the surviving entity or (ii) a sale of all or substantially all of the assets of the Corporation unless the Corporation's shareholders of record as constituted immediately prior to such transaction will, immediately after such transaction (by virtue of securities issued as consideration in the transaction) hold at least 50% of the





    voting power of the surviving or acquiring entity. Whenever a distribution provided for in this Section 2 shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined and agreed to by the Board of Directors of this Corporation.


    3.

     Redemption.  The Series A Preferred Stock is not redeemable without the prior written consent of the holder of such Series A Preferred Stock.


    4.

     Conversion.  The shares of Series A Preferred Stock are not convertible. At the sole option of the Corporation, at any time after the date of issuance of such class of shares, the Corporation may change this designation, by mutual agreement of the Corporation and the holder of the Series A Preferred Stock at the time of modification.


    5.

     Voting Rights.  The holder of the share of Series A Preferred Stock shall have the following voting rights:

                      

                      (a) The holder of each share of Series A Preferred Stock shall be vote with the equivalent of one hundred (100) shares of Common Stock, in all voting matters.  The holder of the share of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the  shareholders of the Corporation, voting together with the holders of the common stock and of any other shares of capital stock of the  Corporation entitled to vote at a meeting of shareholders as one class,  except in cases where a separate or  additional vote or consent of the holders of any class or series of capital  stock or other equity securities  of the  Corporation shall be required by these  Articles or applicable law, in which case the requirement for any such separate  or additional vote or consent shall apply in addition to the single class vote or consent otherwise required by this paragraph.


                      (b) As of each  record  date  for  the  determination  of the Corporation's shareholders entitled to vote on any matter (a "Record Date"), the share of Series A Preferred Stock shall have voting  rights and powers equal to the number of votes that  entitle  the holder of the share of Series A Preferred Stock to exercise one vote more than  one-half of all votes  entitled to be cast as of such Record Date by all holders of capital stock of the Corporation so as to  ensure that the votes entitled  to be cast by the holder of the share of Series A Preferred Stock shall be equal to at least fifty-one  percent (51%) of all votes entitled to be cast.


                      (c) Without the written consent of the holder of the share of Series A Preferred Stock at a meeting of the shareholders  of this  Corporation called for such purpose, the Corporation will not amend,  alter or repeal any provision of the Articles of  Incorporation  (by merger or  otherwise)  so as to adversely affect the  preferences,  rights or powers of the Series A  Preferred Stock.


    6.

     Status of Redeemed Stock.  In the event the share of Series A Preferred Stock shall be redeemed pursuant to Section 3 hereof, or converted  pursuant to Section 4 hereof, the share shall be  cancelled  and  returned to the status of authorized but unissued shares of preferred stock.


    7.

     Taxes.  This Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of the share of Series A Preferred Stock.



     


    EX1A-4


    SAMPLE SUBSCRIPTION AGREEMENT

     

    The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of CALEDONIA INVESTMENT REAL ESTATE, INC., a corporation organized under the laws of the state of Wyoming (the “Company”); one share of Common Stock has a par value $0.001 per share. Accordingly, the Subscriber hereby agrees as follows:

     

    1.           Subscription.

     

     

    1.1

    The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $ 0.50 per share.  This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing

     

     

    1.2

    The closing of the Subscription of Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder.

     

     

    2.

    Purchase Procedure.  The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company:

     

    2.1

    One (1) executed counterpart of the Signature Page attached to this Agreement together with appropriate notarization; and

     

    2.2

    A check, trade draft or media due bill in the amount set forth on the Signature Page attached to this Agreement, representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of CALEDONIA INVESTMENT REAL ESTATE, INC.

     

    3.

    Representations of Subscriber.  By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:

     

     

    3.1

    Such Subscriber acknowledges the public availability of the Company’s current offering circular which can be viewed on the SEC Edgar Database, under the CIK number 0001815794. This offering circular is made available in the Company’s most recent 1-A Registration Statement filed and amended on December 10 , 2019. In this offering circular it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.

     

     

    3.2

    All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.

     

     

    3.3

    If the Subscriber 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 Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents.  Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

     

    4.

    Applicable Law.   This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Florida.

     

    5.

    Execution in Counterparts.   This Subscription Agreement may be executed in one or more counterparts.

     

    6.

    Persons Bound.   This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.

     

    7.

    Notices.   Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.

     

    8.

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

     

     

     

    [SIGNATURE PAGE FOLLOWS]

     


     




     



    SUBSCRIBER SIGNATURE

     

    The undersigned, desiring to subscribe for the number of Shares of CALEDONIA INVESTMENT REAL ESTATE, INC. (the “Company”) as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.

     

    IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

     

    (PLEASE PRINT OR TYPE)

     

    Number of Shares

     

     

     

     

     

     

     

    x  $0.50    Per Share

     

     

     

    Total Amount of Subscription:   

     

     

     

     

     

     

     

    Exact name(s) of Subscriber(s):   

     

     

     

     

     

     

     

    Signature of Subscriber(s):   

     

     

     

     

     

         (Signature)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

         (Print Name)

     

     

     

     

     

    Date:

     

     

     

     

     

     

     

    Residence or Physical Mailing Address (cannot be a P.O. Box):

     

    __________________________________

     

    __________________________________

     

    __________________________________

     

     

    Telephone Numbers (include Area Code):

     

    Business: (___)_____________                                                      Home: (___)________________

    Social Security or Taxpayer

    Identification Number(s):   _____-_____-_____



     

    EX1A-2B

     

    BYLAWS OF CALEDONIA INVESTMENT REAL ESTATE, INC.

    (the "Corporation")

     

    ARTICLE I: MEETINGS OF SHAREHOLDERS

     

    Section 1 - Annual Meetings

     

    The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.

     

    Section 2 - Special Meetings

     

    Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

     

    Section 3 - Place of Meetings

     

    Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Wyoming as the Board of Directors may from time to time

    fix.

     

    Section 4 - Notice of Meetings

     

    A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

     

    Section 5 - Action Without a Meeting

     

    Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the

    Corporation.

      

    Section 6 - Quorum

     

    a)    No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

     

    b)    Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.

     

    c)    If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.

     

    Section 7 - Voting

     

    Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.

     




    Section 8 - Motions

     

    No motion proposed at an annual or special meeting need be seconded.


    Section 9 - Equality of Votes


    In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxy holder.

     

    Section 10 - Dispute as to Entitlement to Vote

     

    In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

     

    Section 11 - Proxy

     

    a)

    Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.

    b)

    A form of proxy must be in writing under the hand of the appointor or of his or her attorney

    duly authorized in writing, or, if the appointor is a corporation, either under the seal of the

    corporation or under the hand of a duly authorized officer or attorney.

    c)

    A proxy holder need not be a shareholder of the Corporation.


    b)   A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.

     

    ARTICLE II: BOARD OF DIRECTORS

     

    Section 1 - Number, Term, Election and Qualifications

     

    a)    The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.

     

    b)    The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.


    c)    A casual vacancy occurring in the Board may be filled by the remaining Directors.

     

    d)    Between successive annual meetings, the Directors have the power to appoint one or more additional Directors. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.

     

    e)    A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.

     

    Section 2 - Duties, Powers and Remuneration

     

    a)    The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation including opening bank accounts, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Wyoming state law, the Corporation's Articles of Incorporation or by these Bylaws.

     

    b)    The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by




    the shareholders.

     

    Section 3 - Meetings of Directors

     

    a)    The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.

     

    b)    The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.

     

    c)    A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.

     

    d)    A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.

     

    e)    A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.

     

    f)    The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.

     

    g)    The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.

     

    h)    All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.

     

    i)    A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.

     

    j)    All Directors of the Corporation shall have equal voting power.


    Section 4 – Removal


    One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.

     




    Section 5 - Committees

     

    a)    The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.


    b)    Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.

     

    ARTICLE III: OFFICERS


    Section 1 - Number, Qualification, Election and Term of Office

     

    a)    The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.

     

    b)    The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

     

    c)    Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

     

    Section 2 - Resignation

     

    Any officer may resign at any time by giving written notice of such resignation to the Corporation.

     

    Section 3 - Removal

     

    Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

     

    Section 4 - Remuneration

    The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

     

    Section 5 - Conflict of Interest

     

    Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.

     




    ARTICLE IV: SHARES OF STOCK

     

    Section 1 - Certificate of Stock

     

    a)    The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

     

    b)    Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

     

    c)     If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

     

    d)    Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

     

    e)   If a share certificate:

     

    (i)  is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;

     

    (ii)  is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or

     

    (iii)  represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

     

    Section 2 - Transfers of Shares

     

    a)    Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the sun-ender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

     

    b)    The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

     

    Section 3 - Record Date

     

    a)    The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.




     

    b)    Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.

     

    Section 4 - Fractional Shares

     

    Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration

    as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.

      

     

    ARTICLE V: DIVIDENDS

     

    a)    Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

     

    b)    Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:

     

    (i)  a majority of the current shareholders of the class or series to be issued approve the issue; or

     

    (ii)  there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

      

     

    ARTICLE VI: BORROWING POWERS

     

    a)    The Directors may from time to time on behalf of the Corporation:

     

    (i)  borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,

     

    (ii)  issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and

     

    (iii)  mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).

     

    b)    A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

     




    ARTICLE VII: FISCAL YEAR

     

    The fiscal year end of the Corporation shall be December 31st, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

     

    ARTICLE VIII: CORPORATE SEAL

     

    The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

     

    ARTICLE IX: AMENDMENTS

     

    Section 1 - By Shareholders

     

    All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.

     

    Section 2 - By Directors

     

    The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

     

    ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS

     

    a)    A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.

     

    b)    A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not

    apply to:

     

    (i)  a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;

     

    (ii)  a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;


    (iii)  a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;


    (iv) determining the remuneration of the Directors;

     

    (v)  purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or

     

    (vi) the indemnification of a Director by the Corporation.

     

    c)    A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.

     




    d)    A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.

     

    e)    A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.


    ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

     

    The Corporation shall, within thirty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Wyoming. Such list shall be certified by an officer of the Corporation.

     

    ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


    a)    The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

     

    b)    The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

     

    c)    The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.





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