Form 10-12G GPG Invest LLC

August 8, 2022 1:08 PM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.
Washington, D.C. 20549

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

(Exact name of registrant as speci?ed in its charter)

 Delaware										37-2053486
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identi?cation No.)

16192 Coastal Highway, Lewes, DE 						19958

(Address of principal executive o?ces)

Registrant?s telephone number, including area code
(Zip Code)Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered

Name of each exchange on which each class is to be registered

Securities to be registered pursuant to Section 12(g) of
the Act:(Title of class)

(Title of class)

Indicate by check mark whether the registrant is a large
accelerated ?ler, an accelerated ?ler,
a non-accelerated ?ler, smaller reporting company, or an
emerging growth company.
See the de?nitions of ?large accelerated ?ler,?
?accelerated ?ler,? ?smaller reporting company,?
Emerging growth company

If an emerging growth company, indicate by check mark
if the registrant
has elected not to use the extended transition period
for complying
with any new or revised ?nancial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.


Item 1.	Business.

The business of GPG-Invest LLC (GPGI) is to provide the funds
for Global Petroleum Group (GPG)
to explore and develop and oil and gas deposit offshore
Grenada. GPG holds the Production
Sharing Agreement (PSA) and the development license to
produce hydrocarbons from Blocks D,
 offshore Grenada. GPG signed the PSA and was granted the
license in 2013. The license permits
 exploration, development production, sales and export
of hydrocarbons from the company.
The PSA terms are very favorable. GPG has formulated
a compelling business case for
production of FLNG as well as sale of gas to Trinidad
and Tobago and singed an off-take
agreement for it. See Attached White Paper for an
in-depth review of the project.

We compete with private, public and state-owned
companies in all facets of the E&P business. Some of our
competitors are larger and have greater resources.

Item 1A. Risk Factors.

We may be negatively affected by the prolonged drop
in commodity prices.

The oil and gas business is fundamentally a
commodity business and our revenues, operating
results and future
rate of growth are highly dependent on the prices
we receive forhydrocarbon we will produce..
 Such prices can fluctuate widely depending upon
global events or conditions that affect
supply and demand, most of which are out of our control.

Our business has been, and will continue to be,
adversely affected by the coronavirus
(COVID-19) pandemic.

The COVID-19 pandemic and the measures put in
place to address it have negatively
impacted the global
economy, disrupted global supply chains,
reduced global demand for oil and gas, and
created significant
volatility and disruption of financial
and commodity markets.

Our business is likely to continue to be
further negatively impacted by the
COVID-19 pandemic. These
impacts could include but are not limited to:
?-	Continued reduced demand for our
products as a result of
prolonged reductions in travel and
commerce, even if restrictions are lifted;
?-	Disruptions in our supply chain due
in part to scrutiny or
embargoing of shipments from infected areas
or invocation of force majeure clauses in
commercial contracts due
to restrictions imposed as a result
of the global response to the pandemic;
?-	Failure of third parties on which
we rely, including our
suppliers, contract manufacturers, contractors,
joint venture partners and external business partners,
 to meet their
obligations to the company, or
significant disruptions in their ability to do so,
which may be caused
by their own financial or
operational difficulties or restrictions imposed in
 response to the
disease outbreak;
?-	Reduced workforce productivity caused by,
but not limited
to, illness, travel restrictions, quarantine,
or government mandates;
?-	Business interruptions resulting from a
portion of our
 workforce continuing to telecommute, as well as
the implementation and maintenance of protections
for employees commuting
for work, such as
personnel screenings and self-quarantines before or
after travel; and
?-	Voluntary or involuntary curtailments to
support oil prices or
alleviate storage shortages for our

Any of these factors, or other cascading effects
of the COVID-19 pandemic
 that are not currently foreseeable,
could materially increase our costs, negatively
impact our revenues and
damage our financial condition, results
of operations, cash flows and liquidity position.

Unless we successfully add to our existing resources,
our future
chydrocarbon production may be below estimates.

The exploration and production of oil and gas is a
highly competitive
 industry and a  highly competitive business.
We compete with private, public and state-owned companies
in all facets
 of the exploration and production
business, including to locate and obtain new sources
of supply and to
produce hydrocarbons in an efficient, cost-effective
manner. Some of our
 competitors are larger and have greater resources
than we do or may be
willing to incur a higher level of risk than we are
willing to incur to
obtain potential sources of supply. In addition, we
may be at a competitive
disadvantage when competing with stateowned companies
if they are
motivated by political or other factors in making their
business decisions, with
less emphasis on financial returns. If we are not successful
our competition for new reserves, our financial
condition and results of operations may be adversely

Our business may be adversely affected by price
controls, government-imposed
 limitations on production of
hydrocarbons, or the unavailability of adequate gathering,
 processing, compression,
 transportation, and pipeline facilities and equipment for
our production of hydrocarbons.

Our ability to sell and deliver the hydrocarbons  that
we aim to produce also
depends on the availability, proximity, and capacity of
gathering, processing,
compression, transportation and
pipeline facilities and equipment, as well as any necessary
diluents to prepare
our end product for transport. The facilities, equipment and
diluents we rely
on may be temporarily
unavailable to us due to market conditions, extreme weather
events, regulatory
 reasons, mechanical reasons or
other factors or conditions, many of which are beyond our

      Legal and Regulatory Risks
We expect to continue to incur substantial capital expenditures
and operating costs
as a result of our compliance with existing and future
environmental laws and regulations.

Our business is subject to numerous laws and regulations
relating to the protection of
the environment, which
are expected to continue to have an increasing impact on
our operations

We have incurred and will continue to incur substantial
capital, operating and maintenance,
 and remediation
expenditures as a result of these laws and regulations.
Any failure by us to comply with
existing or future
laws, regulations and other requirements could result in
administrative or civil penalties,
criminal fines, other
enforcement actions or third-party litigation against us.
To the extent these expenditures,
as with all costs, are
not ultimately reflected in the prices of our products
and services, our business, financial
condition, results of
operations and cash flows in future periods could be
materially adversely affected.

Existing and future laws, regulations and internal
initiatives relating to global
climate change, such as
limitations on GHG emissions, may impact or limit our
business plans, result in significant
promote alternative uses of energy or reduce demand for our

Item 2.	Financial Information.

GPGI Is a newly set-up entity therefore no accounts have
been filed yet. Enclosed with the
form is the commercial review of the project.

Item 3.	Properties.

The object of the fundraising is to develop the project in
Blocks-D offshore Grenada.
The Detailed map of the area is attached to this form.

Item 4.	Security Ownership of Certain Bene?cial Owners and Management.

Ownership and Management do not retain any ownership of the
GPG-LNG token itself. Mr. Vasilyev
 remains by far the largest shareholder of the project, and he is
inceptives to deliver the
project on time and on budget. The Management team is likewise
incentivized via GPG and does
not need to maintain a position in the tokens too.

Any unsold GPG=LNG tokens will remain on GPGI?s balance sheet
and may be sold at an unspecified
 later date in case the business needs require it.

Item 5.	Directors and Executive O?cers.

GPGI is managed by Eduard V. Vasilyev.[CV enclosed with this Form].
He is the sole director and
UBO of GPGI and is an Executive Director and a Majority Shareholder
of GPG.

Item 6.	Executive Compensation.

GPGI does not pay executive compensation. The entirety of the money
raised vis the Token Sale
will be directed to the drilling program.

Item 7.	Certain Relationships and Related Transactions, and
Director Independence.

Furnish the information required by Item 404 of Regulation S-K
(?229.404 of this chapter) and
Item 407(a) of Regulation S-K (?229.407(a) of this chapter).

Item 8.	Legal Proceedings.

There are currently no legal proceedings against GPGI or the project.

Item 9.	Market Price of and Dividends on the Registrant?s Common
Equity and Related Stockholder


Item 10.	Recent Sales of Unregistered Securities.

This is the first sale of these securities by GPGI.

Item 11.	Description of Registrant?s Securities to
be Registered.

GPG?LNG tokens will be available for purchase in USDT (Tether) and
Fiat currencies
(converted into USD). Each token will cost the equivalent of $1,000.
With $350m to raise,
the offering will be limited to 350,000 tokens only. The tokens will
expire 24 months after
ICO closure, converting investments received into one of the two rewards:
? Investment payback
plus 10% annual dividend ? A volume of LNG, proportionate to sum
invested calculated based on
 current market price minus 30% discount The overall project
period of 24 months represents
the expected duration of the remaining project Stages B (6 months
for direct proof of volume )
 and C (18 months for at-scale extraction and liquefaction).
As soon as the project is fully
operational, the investors will be rewarded for their participation..

Item 12.	Indemni?cation of Directors and O?cers.

Furnish the information required by Item 702 of Regulation
S-K (?229.702 of this chapter).

Item 13.	Financial Statements and Supplementary Data.

Item 14.	Changes in and Disagreements with Accountants on
Accounting and Financial


Item 15.	Financial Statements and Exhibits.

We enclose the following Exabits:
(a) Degolyer and MacNaughton assessment of the project
present net worth
(b) A Degolyer and MacNaughton compiled geological
Model of the project
(c) A company presentation
(d) A TRACS report on monetization options for
the project.
(e) GPG License
(f) Production Sharing Agreement
(g) Map of the License Area
(h) CV of Eduard Vasilyev


      Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934,
 the registrant has duly caused this registra-
tion statement to be signed on its behalf
by the undersigned, thereunto duly authorized.

				Eduard Vasilyev, Director

Date:        05th August 2022		By:


*Print name and title of the signing
o?cer under his signature.

Serious News for Serious Traders! Try Premium Free!

You May Also Be Interested In

Related Categories

SEC Filings