UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Milwaukee Iron Arena Football, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7900 (Primary Standard Industrial Classification Code Number) 91-1947658 (I.R.S. Employer Identification Number) 11415 NW 123 Lane Reddick, Florida 32686 (718) 554-3652 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Richard Astrom, CEO 11415 NW 123 Lane Reddick, Florida 32686 (718) 554-3652 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Laura Anthony, Esq. Legal & Compliance, LLC 330 Clematis Street, Suite 217 West Palm Beach, FL 33401 Phone: 561-514-0936 Fax: 561-514-0832 As soon as practicable after this Registration Statement becomes effective (Approximate date of commencement of proposed sale to the public)

IfFORM ~~any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x~~S-1

IfREGISTRATION ~~this~~STATEMENT ~~Form~~UNDER isTHE ~~filed~~SECURITIES toACT ~~register~~OF additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o1933

IfEV ~~this~~CHARGING ~~Form~~USA, ~~is a post-effective amendment filed pursuant to Rule 462~~INC. (c)Exact ~~under~~name ~~the Securities Act, check the following box and list the Securities Act registration statement number~~ of ~~the~~Registrant ~~earlier~~as ~~effective~~specified ~~registration~~in ~~statement~~its ~~for the same offering. o~~charter)

IfNevada ~~this Form is a post-effective amendment filed pursuant to Rule 462~~ (d)State ~~under~~or ~~the~~other ~~Securities~~jurisdiction ~~Act, check the following box and list the Securities Act registration statement number~~ of ~~the~~incorporation ~~earlier~~or ~~effective registration statement for the same offering. o~~organization)

~~Indicate~~4911 (Primary byStandard ~~check~~Industrial ~~mark~~Classification ~~whether~~Code the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Number)

~~Large accelerated filer o Accelerated filer o Non~~91-~~accelerated filer o Smaller reporting company x~~ 1947658 (DoI.R.S. ~~not~~Employer ~~check~~Identification ~~if a smaller reporting company~~Number)

180 North LaSalle St., 37th Floor

Chicago, IL 60601

Telephone: (312) 216-5106
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

Brian C. Howe

Chief Executive Officer
180 North LaSalle St., 37th Floor

Chicago, IL 60601
Telephone: (312) 216-5106
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Barry J. Miller, Esq.
13321 Ludlow Street
Huntington Woods, MI 48070
Telephone: (248) 232-8039

As soon as practicable after this Registration Statement becomes effective
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ]		Smaller reporting company [x]
(Do not check if a smaller reporting company)

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered	~~Amount~~Proposed toMaximum beOffering ~~Registered(2)~~Price Per Share	Proposed Maximum Offering Price	Registration Fee1	~~Proposed Maximum Offering Price Per Share~~		~~Proposed Maximum Aggregate Offering Price~~		~~Amount of Registration Fee(3)~~
Common Stock(1)			3,000,000		$1.70		$5,100,000	(1)	$363.63
Series D Convertible Preferred Stock, par value $0.001 per share	350,000	$40.002	$14,000,000	$1,626.80
Common Stock(4)			942,811		$2.00	(5)	$1,885,622		$134.44
Common Stock, par value $0.001 per share	---2	---	---	---3
Total			3,942,811				$6,985,622		$498.07

(1)	Represents the amount, and maximum aggregate value, of common stock which we may put to Kodiak Capital Group, LLC pursuant to the terms of an Investment Agreement.
(2)	Represents shares of our common stock being registered for resale that have been issued or will be issued to the selling stockholders named in the registration statement. Unless otherwise provided, all of the share numbers and per share prices in this prospectus give effect to a 1000:1 forward stock split approved by written consent of more than a majority of our security holders on January 25, 2010. Upon the effectiveness of the stock split, each share of our common stock outstanding prior to the Merger will receive an additional 1000 shares of our common stock. We anticipate that the forward stock split will be effected on or around 20 days after mailing to our security holders an information statement in compliance with Regulation 14C under the Securities Exchange Act of 1934, as amended.
(3)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457
(4)	Represents outstanding shares of common stock offered for resale by certain selling stockholders.
(5)	Price per share is based on the average of the high and low prices as reported on the OTC Bulletin Board on March 9, 2010 (the last day our stock was traded), which was $2.00 per share.

Estimated pursuant to Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee, based on the sales price for the common stock of the Registrant in the private placement described in this Registration Statement, as there is currently no public market price for the Registrant’s Series D Preferred Stock or Common Stock.

~~The~~2 ~~registrant~~Includes ~~hereby~~an ~~amends~~indeterminate ~~this~~number ~~Registration~~of ~~statement~~shares onof ~~such~~Common ~~date~~Stock orissuable ~~dates~~upon asconversion ~~may~~of bethe ~~necessary~~Series toD ~~delay~~Convertible ~~its~~Preferred ~~effective~~Stock ~~date~~at ~~until~~ the ~~registrant~~initial ~~shall~~conversion ~~file~~rate aof ~~further~~2,000 ~~amendment~~shares ~~which~~of ~~specifically~~Common ~~states~~Stock ~~that~~for ~~this~~each ~~Registration~~share ~~Statement~~of ~~shall~~Series ~~thereafter~~D ~~become~~Convertible ~~effective~~Preferred inStock. ~~accordance~~Pursuant ~~with~~to ~~Section~~Rule ~~8(a)~~416 ofunder the Securities Act, such number of ~~1933~~shares orof ~~until~~Common ~~this~~Stock ~~Registration~~registered ~~Statement~~hereby shall ~~become~~include ~~effective~~an onindeterminate ~~such~~number ~~date~~of asshares ~~the~~of ~~Commission,~~Common ~~acting~~Stock ~~pursuant~~that tomay ~~said~~be ~~Section~~issued 8(in connection with a) stock split, ~~may determine.~~stock dividend, recapitalization or similar event.

23 Pursuant to Rule 457(i), there is no additional filing fee with respect to the shares of Common Stock issuable upon conversion of the Series D Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege.

~~Prospectus,~~The ~~subject~~Registrant hereby amends this Registration statement on such date or dates as may be necessary to ~~completion~~delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, ~~dated~~acting ~~March__~~pursuant ~~2010~~to said Section 8(a), may determine.

~~MILWAUKEE~~EV ~~IRON~~CHARGING ~~ARENA FOOTBALL~~USA, INC. ~~3,942,811 Shares of Common Stock~~

~~This prospectus relates to the resale of up to 3~~350,~~942,811~~000 ~~shares~~Shares of ~~the~~Series ~~common~~D ~~stock,~~Preferred ~~par value $0.001 per share, of Milwaukee Iron Arena Football, Inc., a Nevada corporation (the “Common~~ Stock”), by the selling stockholders. Three million of such shares are subject to the terms of an Investment Agreement with Kodiak Capital Group, LLC, a Delaware limited liability company (“Kodiak”) pursuant to which we have the right to “put” to Kodiak (the “Put Right”) up to $15 million in shares of our common stock (the “Investment Agreement” or “Equity Line of Credit”).

We will not receive any proceeds from the sale of the Common Stock by the selling stockholders. However, we will receive proceeds from the sale of securities pursuant to our exercise of the Put Right. We will bear all costs associated with this registration. and

~~Kodiak is an “underwriter” within the meaning of the Securities Act of 1933~~700,000,000 asshares ~~amended (the “Securities Act”) in connection with the resale~~ of ~~our~~Common ~~common~~Stock ~~stock~~into ~~under~~which the ~~Equity~~shares ~~Line~~ of Credit. Kodiak will pay us 85% of the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to putSeries ~~shares~~D ~~pursuant~~Preferred toStock ~~the~~are ~~Investment Agreement.~~ Convertible

~~Our~~This ~~common~~Prospectus ~~stock~~relates isto ~~quoted~~the onresale ~~the~~by ~~Over-~~the~~-Counter~~ ~~Bulletin~~selling ~~Board~~shareholders of up to 350,000 shares of Series D Preferred Stock of EV Charging USA, Inc., a Nevada corporation (“~~OTCBB~~Series D Preferred Stock”) ~~under~~and the ~~symbol~~700,000,000 ~~“GCNV.OB”.~~shares ~~The~~of ~~last~~common ~~reported~~stock, ~~sale~~par ~~price~~value of$0.001 ~~our~~per ~~common~~share ~~stock~~(“Common onStock” and, collectively with the ~~OTCBB~~Series onD ~~March~~Preferred 9Stock, ~~2010~~the “Offered Securities”), ~~was~~issuable ~~approximately~~upon ~~$2.00~~conversion ~~per~~of ~~share.~~the Series D Preferred Stock.

ItEach isshare ~~not~~of ~~possible~~Series toD ~~determine~~Preferred ~~the~~Stock ~~price~~is toconvertible ~~the~~into ~~public~~2,000 shares inof ~~any~~Common ~~sale~~Stock or a total of ~~the~~700,000,000 shares of Common Stock. byHowever, the ~~selling~~Company ~~stockholders~~has only 498,000,000 shares of authorized and unissued shares of Common Stock available for such conversion. Accordingly, the ~~selling~~certificate ~~stockholders~~of ~~reserve~~designations for the ~~right~~Series D toPreferred ~~accept~~Stock orpermits ~~reject~~the conversion of only 249,000 inshares ~~whole~~of orSeries inD ~~part~~Preferred Stock until the Company has authorized the additional 202,000,000 ~~any~~shares ~~proposed~~of ~~purchase~~Common Stock required for the full conversion of ~~shares~~the Series D Preferred Stock. ~~Accordingly,~~None of the ~~selling~~shares of ~~stockholders~~Series ~~will~~D ~~determine~~Preferred ~~the~~Stock ~~public~~has ~~offering~~been ~~price~~converted into Common Stock. The Company is required to take action to authorize these additional shares by December 15, ~~the~~2015, ~~amount~~an din pursuance of ~~any~~this ~~applicable~~obligation, ~~underwriting~~the ~~discounts~~board ~~and~~of ~~commissions~~directors and a shareholder holding more than the required ~~net~~voting ~~proceeds~~power atauthorized an amendment to the ~~time~~Company’s articles of ~~any~~incorporation ~~sale~~providing for an additional 1,000,000,000 authorized shares of Common Stock December 16, 2014. The ~~selling~~Company ~~stockholders~~expects ~~will pay~~to ~~any~~file ~~underwriting~~this ~~discounts~~amendment on or about February 5, 2015, and, ~~commissions.~~upon such filing, all of the shares of Series D Preferred Stock will automatically be converted into shares of Common Stock.

~~INVESTING~~When INissued, ~~OUR~~the ~~SECURITIES~~Common ~~INVOLVES~~Stock Awill ~~HIGH~~be ~~DEGREE~~quoted OFon ~~RISK~~and traded over the market maintained by OTC Markets Group Inc. ~~SEE~~(“OMG”) ~~RISK~~known ~~FACTORS~~as IN“OTCQB” ~~THIS~~tier ~~PROSPECTUS~~(“OTCQB”) ~~BEGINNING~~under the ONsymbol ~~PAGE~~“EVUS.” ~~___FOR~~The ACompany ~~DISCUSSION~~is OFrequire ~~INFORMATION~~to ~~THAT~~file, ~~SHOULD~~and BEhas ~~CONSIDERED~~filed INan ~~CONNECTION~~application ~~WITH~~with ANOMG ~~INVESTMENT~~to INhave ~~OUR~~the ~~SECURITIES~~Common Stock continue to be quoted on OTCQB, but cannot assure that it will be granted. In addition, the Company may not be able to comply with the requirements for ongoing quotation on the OTCQB tier. See the risk factor entitled “We may not be able to comply with the requirements for quotation on OTCQB” on page 14. There have been minimal recent public quotations of the Common Stock and for at least 10 years, there has been no active public market for the Common Stock. When issued, the shares of Common Stock will be offered in anticipation of the development of a secondary trading market. For information as to bid and trading prices for the Common Stock since June 30, 2012, see “Market Price, Dividends and Related Shareholder Matters” on page 32. The Series D Preferred Stock is not traded on any securities market and the Company does not intend to make it so tradable; thus, there is not expected to be a public market for the Series D Preferred Stock.

The price to the public at which the selling shareholders will offer their shares of Series D Preferred Stock will be privately negotiated. When the shares of Series D Preferred Stock have been converted into shares of Common Stock, the price to the public at which the selling shareholders will offer their shares of Common Stock will be prevailing market prices; the selling shareholders may also sell their shares of Common Stock in privately negotiated transactions. The selling shareholders reserve the right to accept or reject, in whole or in part, any proposed purchase of shares. The selling shareholders will pay any underwriting discounts and commissions. The Company will not receive any proceeds from sales the Offered Securities by the selling shareholders and we will bear all costs associated with the registration of their shares under the Securities Act of 1933, as amended, (the “Securities Act”), other than any selling shareholder’s legal or accounting costs or commissions.

The Company is an “emerging growth company,” as that term is defined in section 2(a)(19) of the Securities Act.

INVESTING IN THE OFFERED SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” IN THIS PROSPECTUS BEGINNING ON PAGE 5 FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT THEREIN.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

3You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information that is different from that contained in this Prospectus. The selling shareholders are offering to sell and seeking offers to buy shares of the Offered Securities only in jurisdictions where offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any distribution of securities in accordance with this Prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus.

~~You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus.~~ The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this ~~prospectus,~~Prospectus ~~regardless~~February ~~of the time of delivery of this prospectus or of any sale of our common stock. This prospectus does not constitute an offer to sell~~__, ~~or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful~~2015. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus.

WeTable ~~will receive no proceeds from the sale~~ of ~~the~~Contents ~~shares of common stock sold by the selling stockholders. However, we will receive proceeds from the sale of securities pursuant to our exercise of the Put Right.~~

The date of this prospectus is March___, 2010.

Prospectus Summary			1
Where You Can Find Additional Information			4
The Offering			5
Risk Factors			5
Cautionary Note Regarding Forward-Looking Statements			19
Use of Proceeds			19
Selling Shareholders			19
Plan of Distribution			20
Description of Securities			22
Description of Business			25
Description of Property			28
Legal Proceedings			28
Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Market Price, Dividends and Related Shareholder Matters			32
Directors, Executive Officers, Promoters and Control Persons			33
Executive Compensation			38
Security Ownership of Certain Beneficial Owners and Management			39
Indemnification of Officers and Directors			40
Certain Provisions of the Articles of Incorporation			42
Legal Matters			42
Experts			43
Interests of Named Experts and Counsel			43
Transfer Agent			43
Financial Statements			44

4PROSPECTUS SUMMARY

~~Table~~This Ofsummary ~~Contents~~highlights certain information contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing in the Offered Securities. You should carefully read the entire Prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before you decide whether to invest in the Offered Securities. If you invest in the Offered Securities, you are assuming a high degree of risk. See the section entitled “Risk Factors.”

Prospectus Summary		5
Risk Factors		8
Forward-Looking Statements		17
Use of Proceeds		18
Selling Security Holders		18
Plan of Distribution		19
Description of Securities to be Registered		21
Common Stock		22
Description of Business		23
Description of Property		35
Legal Proceedings		35
Summary Financial Information		36
Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		42
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		43
Directors, Executive Officers, Promoters and Control Persons		43
Executive Compensation		46
Security Ownership of Certain Beneficial Owners and Management		47
Certain Relationships and Related Transactions, and Corporate Governance		49
Where You Can Find Additional Information		49
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		49
Legal Matters		51
Experts		51
Interests of Named Experts and Counsel		51
Transfer Agent		51
Financial Statements		51
Part II - Information Not Required in Prospectus		51
Item 13. Other Expenses of Issuance and Distribution		51
Item 14. Indemnification of Directors and Officers		52
Item 15. Recent Sales of Unregistered Securities		53
Item 16. Exhibits and Financial Statement Schedules		53
Item 17. Undertakings		54
Signatures		57

References to “our,” “we,” “us,” or “the Company” “our Company,” refer to EV Charging USA, Inc. and its subsidiary, unless the context requires otherwise. “Charging” refers to EV Charging USA, Corp., an Illinois corporation and our wholly owned subsidiary.

~~Prospectus Summary~~Overview

~~This~~Through ~~summary~~Charging, ~~highlights~~we ~~certain~~are ~~information~~in ~~contained~~the ~~elsewhere~~business inof ~~this~~providing ~~prospectus.~~electric vehicle ~~This~~(“EV”) ~~summary~~charging ~~does~~services ~~not~~and ~~contain~~charging ~~all~~stations, ofenabling ~~the~~EV ~~information~~drivers ~~you~~to ~~should~~recharge ~~consider~~their ~~before~~vehicles ~~investing~~easily inat ~~our~~commercial locations ~~common~~or ~~stock.~~in ~~You~~their ~~should~~own ~~carefully~~garages. ~~read~~Our ~~the~~headquarters ~~entire~~are ~~prospectus~~in Chicago, ~~including~~Illinois. ~~the~~We ~~section~~are ~~entitled~~initially ~~“Risk~~providing ~~Factors” and~~ our ~~financial~~products ~~statements~~ and ~~related~~services in ~~notes,~~the ~~before~~metropolitan ~~you~~Chicago ~~decide~~area ~~whether~~and plan to ~~invest~~expand innationally, ~~our~~starting ~~common stock. If you invest~~ in ~~our~~the ~~common stock~~Midwest, ~~you~~as ~~are~~we ~~assuming~~identify abusiness ~~high~~opportunities and ~~degree~~as ofour ~~risk.~~financing ~~See the section entitled “Risk Factors~~permits.” ~~References~~We ~~to “Genesis~~perceive,” ~~“our,”~~but ~~“our~~cannot ~~company~~assure,” ~~“us,”~~that orthere ~~“the~~will ~~Company”~~be ~~refer~~an toincreasing ~~Milwaukee~~demand ~~Iron~~for ~~Arena~~our ~~Football,~~products ~~Inc.~~ and ~~its subsidiaries, unless the context indicates otherwise~~services.

5For several years prior to the Merger, the Company had no operations, material assets or revenue and was a shell company. Upon the filing of articles of merger with the Secretary of State of the State of Illinois on October 27, 2014, pursuant to the Merger Agreement (see “Our History – The Merger,” below), the Company acquired Charging as its wholly owned subsidiary, ceased being a shell company and became a development stage company engaged in the business described below. Although we have organized, have an office and have taken steps to develop our business by seeking sources of our products and their associated services are seeking customers for our products and services, we are in the early stages of our development.

~~About~~Our Uslong-term goals are to continue the development of our business conducted and to become a significant factor in the electric vehicle charging market.

WeFor ~~were~~further ~~incorporated~~information inrespecting ~~Colorado~~our ~~on September 19~~business, ~~1983,~~see ~~under the name Bugs, Inc., for the purpose~~ “Description of ~~using~~Business” ~~microbial~~on ~~and~~page ~~other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals~~25. ~~For the past several years, we have had no revenue and have been a shell company.~~

OnOur ~~January~~offices ~~26,~~are ~~2010,~~located weat ~~consummated~~180 ~~the~~North ~~merger~~LaSalle ~~with Milwaukee Iron Professional Arena Football~~St., ~~LLC and Wisconsin Professional Arena Football Investment LLC (collectively~~Chicago, ~~the~~IL 60601 ~~“Milwaukee Iron” or “Iron”) pursuant to which the Iron merged with~~ and ~~into~~ our ~~wholly-owned~~telephone ~~subsidiary,~~number ~~Genesis~~is ~~Capital Acquisition Corp.~~ (~~“Genesis Sub”~~312), ~~as previously disclosed in our Current Report on Form 8~~216-~~K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010 (the “Merger”)~~5106. After the Merger, our business operations consist of those of the Iron. Upon the closing of the Merger, we amended our articles of incorporation to change our name to Milwaukee Iron Arena Football, Inc. and amended the articles of incorporation of Genesis Sub to change its name to Milwaukee Iron Arena Football Club, Inc. Prior to the consummation of the Merger, we were a non-operating shell company with no revenue and minimal assets. As a result of the Merger, we are no longer considered a shell company.

~~Also~~Our inaudited ~~connection~~financial ~~with~~statements for the ~~Merger,~~year weended ~~agreed~~June 30, ~~in part~~2014, include toonly ~~redeem~~the ~~(subject~~period tocommencing with the ~~effectiveness~~inception of ~~the~~Charging ~~Registration~~on ~~Statement)~~August ~~all~~27, of2013, ~~our~~and ~~currently~~do ~~outstanding~~not ~~Series~~include Aany ~~and~~historical ~~Series~~financial data Bof ~~Preferred~~the ~~Stock~~Company, inwhich ~~exchange~~was dormant for ~~$350,000~~several ~~cash~~years ~~and~~until ~~870,000~~it ~~shares~~acquired ofCharging ~~our~~in ~~common~~the ~~stock~~merger (that is discussed under the caption “~~Redemption~~Prospectus Summary – Our History – The Merger”) on page 3. AtAccordingly, ~~the~~these ~~closing~~financial statements are those of ~~the~~Charging. ~~Merger,~~Our weunaudited ~~issued~~financial statements as of the ~~870~~quarter ended September 30,~~000~~ ~~shares~~2014, ofshow our results for ~~common~~that ~~stock.~~period and have been prepared on the basis that Charging was the accounting acquirer in the merger.

~~However,~~Table ~~on March __, 2010, we entered into a Stock Purchase Agreement with Andrew Vallozzi III pursuant to which we have agreed to sell to Mr. Vallozzi 1 million shares~~ of ~~Series~~Contents ~~B Preferred Stock in exchange for $35,000, payable $1000 per month for 35 months pursuant to a promissory note. The sale is contingent on the closing of the Redemption.~~1

~~The~~Potential ~~Milwaukee~~investors ~~Iron~~should ~~are~~consider, ain ~~member~~addition ~~team~~to ofthe Risk Factors commencing on page 5, the ~~Arena~~fact ~~Football~~that ~~One~~the ~~(“AF1”~~Company orhas pledged all of the ~~“League”),~~shares ain ~~professional~~its ~~arena~~operating ~~football~~subsidiary, Charging, ~~league.~~as ~~The~~security ~~Iron~~for the ~~play~~payment ~~their~~of ~~home~~a ~~games~~convertible atpromissory note in the ~~Bradley~~principal ~~Center~~amount of $400,000, aof ~~sports~~which $25,000 has been prepaid and ~~entertainment~~of ~~venue~~which $375,000 is due in ~~downtown~~full ~~Milwaukee~~on March 31, 2016. ~~Arena~~We ~~football~~are ispresently ~~played~~unable into anrepay ~~indoor~~this ~~arena~~convertible promissory onnote aand, ~~padded~~unless 50we ~~yard~~are ~~long~~able ~~football~~to ~~field~~develop ~~using~~sufficient ~~eight~~revenues ~~players~~and/or onobtain ~~the~~sufficient ~~field~~financing, ~~for~~we ~~each~~will ~~team~~be unable to pay it when due. ~~Most~~In that event, the lender could foreclose on and sell all of the ~~game~~shares ~~rules~~in Charging, through which we are required ~~similar~~to conduct all of our operations, in order to ~~college~~satisfy, as a whole or ~~other~~in ~~professional~~part, ~~football~~the ~~game~~indebtedness ~~rules~~outstanding under the convertible promissory note, with ~~certain~~the ~~exceptions~~result ~~intended~~that the Company would be left with no operations and the shareholders would lose all, or substantially all, of their investment. This convertible promissory note also contains restrictive covenants which limit our ability to make acquisitions and issue publicly traded securities. For further information on the convertible ~~game~~promissory ~~faster~~note, the circumstances under which it was issued, certain risks associated with it and ~~more~~the ~~exciting~~pledge, see “Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions – Exchange Transaction” on page 35.

~~Our~~We ~~common~~have ~~stock~~a ishistory ~~quoted~~of onnet losses and deficiencies in working capital. We incurred a net loss of $11,839 for our fiscal year ended June 30, 2014, and a net loss of $4,591 for the ~~Over~~three-~~the-Counter~~month ~~Bulletin~~period ended ~~Board~~September ~~(“OTCBB”)~~30, ~~under~~2014. ~~the~~As ~~symbol~~of ~~“GCNV~~June 30, 2014, and September 30, 2014, our working capital deficiency was $8,839 and $13,430, respectively.~~OB”.~~

~~About~~Potential ~~This~~investors ~~Offering~~should consider that our president sole director has 86.2% of the voting power of the Company and therefore will exercise significant control over the Company and all matters requiring the approval of shareholders.

~~This~~There ~~prospectus~~is ~~relates~~no toestablished public trading market for the ~~resale~~Common ofStock and upthe Company does not intend to ~~3,942,811~~take ~~shares~~any ofaction ~~common~~that ~~stock~~might ~~offered~~lead byto the ~~selling~~establishment ~~stockholders,~~of ~~consisting~~a ofpublic trading market for the ~~following:~~Series D Preferred Stock.

•Our 3,000,000 shares of common stock issuable to Kodiak Capital Group, LLC in 2010 for investment banking services pursuant to an Investment Agreement with us dated March 9, 2010 (the “Investment Agreement” or “Equity Line of Credit”).History

6Prior to the Merger

•The ~~7500~~Company ~~shares~~was ofincorporated ~~common~~in ~~stock~~the ~~issued~~State toof Colorado ~~Island~~in ~~Capital~~1983, ~~Management~~under ~~LLC~~the inname ~~2010~~Bugs, Inc., for ~~satisfaction~~the purpose of ausing ~~liability~~microbial ~~for~~and ~~transfer~~other ~~agent~~agents, ~~services~~including ~~• 50~~metallurgy,~~000~~ ~~shares~~to ofenhance oil ~~common~~and ~~stock~~natural ~~issued~~gas toproduction ~~Legal~~and &to ~~Compliance~~facilitate ~~LLC~~the inrecovery ~~2010~~of ~~for~~certain ~~legal~~metals. ~~services~~On •August ~~884~~17,~~333~~ ~~shares~~1999, it was redomiciled to the State of ~~common~~Nevada ~~stock~~through ~~issued~~a merger as Genesis Capital Corporation of Nevada, which was authorized to ~~Richard~~issue ~~Astrom~~50,000,000 inshares ~~2010~~of Common inStock, ~~connection~~par ~~with~~value ~~the~~$0.001 ~~Merger~~per •share ~~978~~and 10,000,000 shares of ~~common~~preferred stock, ~~owned~~issuable byin ~~Christopher Astrom~~series.

~~Pursuant~~On toSeptember ~~the~~17, ~~Investment Agreement~~2001, wethe ~~have~~Company ~~the~~amended its ~~right~~articles toof ~~“put”~~incorporation to ~~Kodiak~~increase (the ~~“Put~~number ~~Right”)~~of upauthorized ~~to $15 million in~~ shares of ~~our~~Common ~~common~~Stock ~~stock (i.e., we can compel Kodiak~~ to ~~purchase our common stock at a pre-determined formula). Accordingly~~500, ~~this prospectus relates, in part, to the resale of up to 3,~~000,000 ~~shares of our common stock by Kodiak~~.

~~For~~On ~~the~~January ~~purpose of determining the number of shares of common stock to be offered by this prospectus~~25, ~~we have assumed that we will issue not more than 3~~2007,~~000,000~~ ~~shares pursuant to~~ the ~~exercise~~Company offiled with the ~~Put~~Secretary ~~Right, although the number~~ of ~~shares~~State ~~that we will actually issue pursuant to the Put Right may be more or less than 3,000,000, depending on the trading price~~ of ~~our~~Nevada ~~common stock. We currently do not intend to exercise the put right in~~ a ~~manner~~certificate ~~which would result in our issuance~~ of ~~more~~designations ~~than~~designating 35,000,000 shares, ~~but~~of ifSeries weA ~~were~~Preferred toStock ~~exercise the Put Right in that manner, we would be required to file a subsequent registration statement with the Securities and Exchange Commission~~ (“~~SEC~~Series A Preferred Stock”) and ~~that~~amended ~~registration statement would have to be declared effective prior to~~ the ~~issuance~~certificate ofon ~~any~~February ~~additional~~21, ~~shares~~2007.

~~The~~On ~~Investment~~February ~~Agreement provides~~21, ~~in part~~2007, ~~that following notice to Kodiak, we may put to Kodiak up to $15,000,000 in shares of our common stock for a purchase price equal to 85% of~~ the ~~lowest~~Company ~~closing~~filed ~~“best bid” price (~~with the ~~highest~~Secretary ~~posted bid price)~~ of ~~the~~State ~~common stock during the five consecutive trading days immediately following the date~~ of ~~our~~Nevada ~~notice to Kodiak of our election to put shares pursuant to the Investment Agreement. The dollar value that we will be permitted to put will be either: (~~a) $1certificate ~~million or (b) 200%~~ of ~~the~~designations ~~average~~designating ~~daily volume in the U.S. market of the common stock for the three trading days prior to the notice of our put~~5, ~~multiplied by the average of the three daily closing bid prices immediately preceding the date of the put notice. Kodiak has indicated that it will resell those shares in the open market~~000,000 ~~resell our~~ shares ~~to other investors through negotiated transactions, or hold our shares in its portfolio. This prospectus covers, in part, the resale~~ of ~~our~~Series ~~stock~~A byPreferred ~~Kodiak~~Stock ~~either~~(“Series B inPreferred ~~the open market or to other investors through negotiated transactions~~Stock”). ~~Kodiak’s obligations under the Investment Agreement are not transferrable and this registration statement does not cover sales of our common stock by transferees of Kodiak.~~

~~Kodiak~~On ~~will~~March ~~only~~12, ~~purchase~~2007, ~~shares~~the ~~when~~Company weamended ~~meet~~its articles ~~the~~of ~~following~~incorporation ~~conditions:~~to provide for a 1-for-100 reverse split.

•On aApril ~~registration~~21, ~~statement~~2008, ~~has~~the ~~been~~Company ~~declared~~amended ~~effective~~its articles ~~and remains effective for the resale~~ of ~~the~~incorporation ~~common stock subject~~ to ~~the~~provide ~~Equity Line of Credit; • our common stock has not been suspended from trading~~ for a ~~period~~1-for-500 ofreverse five consecutive trading days and we have not been notified of any pending or threatened proceeding or other action to delist or suspend our common stock; • we have complied with our obligations under the Investment Agreement and the attendant Registration Rights Agreement;split.

7On February 9, 2010, the Company amended its articles of incorporation to change its corporate name to “Milwaukee Iron Arena Football, Inc.”

•	no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of our common stock; and
•	we have not filed a petition in bankruptcy, either voluntarily or involuntarily, and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws.
The Investment Agreement will terminate when any of the following events occur:
•	Kodiak has purchased an aggregate of $15,000,000 of our common stock;
•	we file or otherwise enter an order for relief in bankruptcy; or
•	our common stock ceases to be registered under the Securities Exchange Act of 1934 (the “Exchange Act”).

On July 15, 2010, the Company amended its articles of incorporation to provide for a 1-for-50 reverse split.

AsOn weSeptember ~~draw~~5, ~~down~~2014, on the ~~Equity~~Company ~~Line~~filed with ofthe ~~Credit,~~Secretary ~~shares~~ of ~~our~~State ~~common~~of ~~stock~~Nevada ~~will~~a becertificate ~~sold into the market by Kodiak. The sale~~ of ~~these~~designations ~~additional~~designating ~~shares could cause our stock price to decline. In turn~~2, ~~if the stock price declines and we issue more puts~~530,000 ~~more~~ shares ~~will~~of ~~come~~Series ~~into~~C ~~the~~Preferred ~~market~~Stock, par ~~which~~value ~~could cause a further drop in the stock price~~$0.001 ~~You~~per ~~should~~share be(“Series ~~aware~~C ~~that~~Preferred ~~there~~Stock”), iswhich ancertificate ~~inverse relationship between the market price~~ of ~~our~~designations ~~common~~was ~~stock~~withdrawn ~~and~~on October ~~the number of shares to be issued under the Equity Line of Credit. If our stock price declines~~13, ~~we will be required to issue a greater number of shares under the Equity Line of Credit~~2013. ~~We have no obligation to utilize the full amount available under the Equity Line of Credit.~~

THE OFFERING
Shares of common stock offered by selling stockholders:		Up to 3,941,833 shares of common stock which would represent approximately 12% of our outstanding common stock.
Common stock to be outstanding after the offering:		Up to 32,271,332 shares of common stock.
Use of proceeds:		We will not receive any proceeds from the sale of the shares by selling stockholders. However, we will receive proceeds from the Equity Line of Credit. See “Use of Proceeds”.
Risk factors:		You should carefully read and consider the information set forth under the caption “Risk Factors” beginning on page __ and all other information set forth in this prospectus before investing in our common stock.
OTC Bulletin Board Symbol:		GCNV.OB.

Table of Contents

~~Risk~~On ~~Factors~~September 5, 2014, the Company filed with the Secretary of State of Nevada a certificate of withdrawing the certificate of designations of the Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), which had been surrendered in satisfaction of a condition precedent to the merger described below.

AnOn ~~investment~~October in13, ~~our~~2014, ~~common~~the ~~stock~~Company ~~involves~~filed with athe ~~high~~Secretary ~~degree~~ of ~~risk.~~State ~~You~~of ~~should~~Nevada ~~carefully~~a ~~consider~~certificate ~~the~~of ~~risks~~designations ~~described~~designating ~~below as well as other information provided to you in this prospectus~~2,530,000 ~~including~~shares ~~information in the section~~ of ~~this~~Series ~~document~~D ~~entitled~~Preferred ~~“Information~~Stock, par ~~Regarding~~value ~~Forward Looking Statements~~$0.”001 ~~The~~per ~~risks~~share ~~and~~(“Series ~~uncertainties~~D ~~described~~Preferred ~~below are not the only ones facing us~~Stock”). ~~Additional risks and uncertainties not presently known to us or that we~~

8On October 21, 2014, the Company changed its corporate name from “Milwaukee Iron Arena Football, Inc.” to “EV Charging USA, Inc.” by merging a wholly owned subsidiary of the Company that had the latter name into the Company, with the Company as the surviving corporation and in connection with the merger, amending the articles of incorporation to effect the change of name without a vote of the Company’s shareholders, as permitted by Nevada law. This subsidiary had no assets or operations.

~~currently~~The believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.Merger

WeOn August 20, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MWKI Acquisition, Inc., an Illinois corporation and the Company’s wholly owned subsidiary (“Acquisition”), and EV Charging USA, Corp., an Illinois corporation (“Charging”). This agreement was amended on August 28, 2014, October 2, 2014, and October 23, 2014, and, as so amended, is referred to as the “Merger Agreement.” Under the Merger Agreement, the Company agreed to acquire Charging as its wholly owned subsidiary by merging Acquisition with and into Charging, such that the Company would acquire all of the outstanding shares of Charging and the sole holder of the shares of Charging immediately prior to the Merger would receive 2,180,000 shares of the Company’s Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into 2,000 shares of Common Stock or a total of 700,000,000 shares of Common Stock. However, the Company has only 498,000,000 shares of authorized and unissued shares of Common Stock available for such conversion. Accordingly, the certificate of designation for the Series D Preferred Stock permits the conversion of only 249,000 shares of Series D Preferred Stock until the Company has authorized the additional 202,000,000 shares of Common Stock required for the full conversion of the Series D Preferred Stock. No shares of Series D Preferred Stock have been so converted. The Company is required to take action to authorize these additional shares by December 15, 2015, and in pursuance of this obligation, the board of directors and a ~~limited~~shareholder ~~operating~~holding ~~history~~more ~~upon~~than ~~which~~the required voting power authorized an ~~evaluation~~amendment to the Company’s articles of ~~our~~incorporation ~~prospects~~providing ~~can~~for an additional 1,000,000,000 shares of authorized Common Stock on December 16, 2014. The Company has filed a definitive information statement with the SEC and mailed it to shareholders on January 14, 2015. The Company expects to file the amendment on or about February 5, 2015, and, upon such filing (the “Automatic Conversion Event”), all of the shares of Series D Preferred Stock will automatically be ~~made~~converted into shares of Common Stock.

WeThe ~~were~~merger ~~incorporated~~contemplated inby ~~September 1983 but just recently acquired pursuant to~~ the Merger the Milwaukee Iron in January 2010, which in turn was formed in 2006. Our future operations are contingent upon increasing revenues and raising capital for operations. Because we have a limited operating history, you will have difficulty evaluating our business and future prospects. We also face the risk that we may not beAgreement ~~able~~is toreferred ~~effectively implement our business plan. If we are not effective in addressing these risks, we may not operate profitably and we may not have adequate working capital~~ to ~~meet our obligations~~ as ~~they~~the ~~become due~~“Merger.”

WeOn ~~have~~October 27, 2014, the transactions contemplated by the Merger Agreement were closed and on the same day, the Merger was consummated by the filing of a ~~history~~certificate of ~~losses~~merger with the Secretary of State of the State of Illinois, upon which the Company acquired Charging as its wholly owned subsidiary. Since we had no operations prior to the consummation of the Merger, our ~~accountants~~business ~~expressed~~will ~~doubts~~be ~~about~~that of Charging only. A description of our business ~~ability~~appears below under the caption “Description of Business.” Our long-term goals are to continue asthe adevelopment of ~~going~~the ~~concern~~business conducted by Charging and weto ~~need~~become ~~additional~~a ~~capital~~significant tofactor ~~execute~~in ~~our~~the ~~business~~electric ~~plan~~vehicle charging market.

AsTable of ~~September~~Contents 30, 2009, we have not yet achieved profitable operations. We have accumulated losses of $1,157,867 since inception, a working capital deficiency of $582,742 and we expect to incur further losses in the development of our business, all of which, according to our accountants, casts substantial doubt about our ability to continue as a going concern. We will require additional funds through the receipt of conventional sources of capital or through future sales of our common stock, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. We expect our current cash on hand to be sufficient for the three months. There is no assurance we will be successful in raising additional capital or achieving profitable operations. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. These actions will result in dilution of the ownership interests of existing stockholders and may further dilute common stock book value, and that dilution may be material.3

WePrior ~~compete~~to the consummation of the Merger, the Company had 155,892 shares of Common Stock, 5,000,000 shares of Series A Preferred Stock, and 5,000,000 shares of Series B Preferred Stock issued and outstanding. All of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock were held beneficially by Richard S. Astrom, the Company’s president and sole director until the consummation of the Merger. In satisfaction of a condition precedent to the Merger, Mr. Astrom surrendered to the Company his shares of Series A Preferred Stock prior to the closing of the Merger and his shares of Series B Preferred Stock upon the closing of the Merger, extinguished the Company’s indebtedness to him and agreed to indemnify the Company from and hold it harmless against certain other liabilities, all in exchange for ~~sport~~(i) ~~entertainment~~its ~~dollars~~issuance to him of a convertible promissory note in the principal amount of $400,000.00, secured by a pledge agreement and (ii) its prepayment to him of $25,000.00 of the principal amount of the promissory note. For further information about these transactions, see “Directors and Executive Officers – Related Party Transactions – Exchange Transaction” on page 35. After the shares of Series A Preferred Stock were surrendered, they were canceled and the Company filed with ~~other~~the ~~sports~~Secretary of State of the State of Nevada a certificate withdrawing the certificate of designation establishing the Series A Preferred Stock, as indicated above. At the closing under the Merger Agreement, all of the outstanding shares of Series B Preferred Stock were surrendered and ~~entertainment~~were canceled. ~~venues~~On November 17, 2014, the Company filed with the Secretary of State of Nevada a certificate withdrawing the certificate of designation of this series.

~~The~~In ~~Iron~~satisfaction ~~competes for sports entertainment dollars with other professional sports teams and with college teams and with other sports-related entertainment. During portions~~ of ~~the AF1 season, the Iron compete for attendance and fan support with~~ a ~~professional~~condition ~~basketball~~precedent ~~team (Milwaukee Bucks) and a professional hockey team (Milwaukee Admirals) in Milwaukee and with other professional hockey, basketball,~~to ~~baseball and other sports teams in other parts of Wisconsin. In addition,~~ the ~~colleges and universities in the Milwaukee area~~Merger, ~~as well as public and private secondary schools, offer a full schedule of athletic events throughout~~ the ~~year.~~Company ~~The~~completed ~~Iron also competes for attendance and advertising revenue with~~ a ~~wide~~private ~~range~~placement ~~of other entertainment and recreational activities available~~ in ~~the~~which ~~Milwaukee~~it ~~area~~received $25,000 ~~including festivals~~ and ~~concerts.~~issued ~~On a broader scale~~350,000 ~~AF1~~shares ~~teams~~of ~~compete~~Series ~~with~~D ~~other~~Preferred ~~football~~Stock ~~teams including those fielded by high schools and colleges,~~ (the ~~Indoor~~“Private ~~Football League, the National Football League, the Canadian Football League, the American Indoor Football Association and others~~Placement”).

9After the Merger and Private Placement, the Company had 155,892 shares of Common Stock and 2,530,000 shares of Series D Preferred Stock outstanding. Upon the full conversion of the Series D Preferred Stock, it will have 5,060,155,892 shares of Common Stock outstanding.

WeEach share of Series D Preferred Stock entitles the holder to cast a number of votes equal to the 2,000 shares of Common Stock into which it is convertible on all matters upon which holders of Common Stock are ~~subject~~entitled to ~~AF1~~vote. ~~League~~Since ~~obligations~~all ~~and~~of the ~~success~~shares of ~~other~~Series ~~AF1~~D ~~member~~Preferred ~~teams~~Stock are convertible into 5,060,000,000 shares of Common Stock, the holders thereof will be able to cast a like number of votes. One of the holders of the Series D Preferred Stock, Brian C. Howe, our president and sole director, owns 2,180,000 such shares and will be able to cast 4,360,000,000 votes; thus, he has voting control of the Company.

~~Our~~As ~~Franchise/Membership~~a ~~agreement~~result ~~with the AF1 imposes obligations on us with respect to our operations. The success~~ of the ~~AF1~~Merger, ~~and~~we ~~its~~are ~~members depends~~ in ~~part on~~ the ~~competitiveness~~ business of ~~the~~providing ~~teams~~electric invehicle ~~the~~(“EV”) ~~AF1~~charging services and ~~their~~charging ~~ability to maintain fiscally sound operations. Certain AF1 teams have encountered financial difficulties in the past~~stations, ~~and~~enabling ~~there~~EV ~~can~~drivers beto norecharge ~~assurance that the AF1 and its teams will continue to~~their ~~operate.~~vehicles Ifeasily ~~the~~at ~~AF1~~commercial islocations ~~unable~~or toin ~~continue operations, the Iron and the other teams forming the AF1 would be unable to continue~~ their own ~~operations~~garages. InFor ~~addition,~~more ~~the~~detailed ~~Iron~~information ~~and~~as ~~their~~to ~~personnel~~our ~~are~~business ~~bound by a number of rules, regulations~~ and ~~agreements imposed upon them by the AF1. Any change in these rules, regulations and agreements will be binding upon~~ our ~~teams~~plans to ~~and~~develop ~~their personnel~~it, ~~regardless~~see “Description of ~~whether they agree with such changes~~Business,” ~~and~~which itbegins ison ~~possible~~page ~~that any such change could adversely affect them~~25.

WeFollowing ~~will~~the beMerger, ~~subject~~the toCompany, ~~increased~~the ~~competition~~fiscal year asof awhich ~~result~~ended September 30, adopted the fiscal year of ~~AF1~~Charging, ~~expansion~~which ends June 30.

The AF1 intends to add additional teams in the future. While such expansion affords the AF1 the opportunity to enter new markets and increase revenue, it also increases the competition for talented players among AF1 teams. Expansion teams are permitted to select in an expansion draft designated unprotected players playing for existing AF1 teams. There can be no assurance that the Iron will be able to retain all of the teamCompany’s ~~key~~corporate ~~players~~structure ~~during~~is as ~~an expansion draft or that the rules regarding the expansion draft will not change to the detriment of the Iron.~~ follows:

WeTable ~~may need additional capital in the future which could dilute the ownership~~ of ~~current~~Contents ~~stockholders or make our cash flow vulnerable to debt repayment requirements.~~4

~~Historically,~~WHERE weYOU ~~have~~CAN ~~raised~~FIND ~~equity~~ADDITIONAL and debt capital to support our operations. To the extent that we raise additional equity capital, existing stockholders will experience a dilution in the voting power and ownership of their common stock, and earnings per share, if any, would be negatively impacted. Our inability to use our equity securities to finance our operations could materially limit our growth. Any borrowings made to finance operations could make us more vulnerable to a downturn in our operating results, a downturn in economic conditions, or increases in interest rates on borrowings that are subject to interest rate fluctuations. If our cash flow from operations is insufficient to meet our debt service requirements, we could be required to sell additional equity securities, refinance our obligations, or dispose of assets in order to meet debt service requirements. There can be no assurance that any financing will be available to us when needed or will be available on terms acceptable to us. Our failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on our growth prospects and our business, financial condition and results of operations.INFORMATION

WeThe ~~depend~~Company ~~upon~~has ~~our~~filed ~~competitive~~a ~~success~~registration ~~for~~statement ~~ticket~~on Form S-1 under the Securities Act relating to the Offered Securities and ~~merchandise~~reference ~~sales~~is made to such registration statement. This Prospectus constitutes the prospectus of the Company filed as part of that registration statement and it does not contain all information included therein, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

~~Our~~The ~~financial~~Company ~~results~~is ~~depend~~required into ~~part~~file ~~upon~~annual, ~~the~~quarterly ~~Iron~~and current ~~achieving~~reports, ~~game~~or ~~winning~~other ~~success~~information inwith the ~~AF1.~~SEC Byas ~~achieving~~provided ~~and~~by ~~maintaining~~the ~~such~~Securities ~~success,~~Exchange ~~the~~Act ~~Iron~~of ~~expect~~1934. ~~to:~~You ~~(a)~~may ~~generate~~read ~~greater~~and ~~fan~~copy ~~enthusiasm~~any reports, ~~resulting~~statements inor ~~higher~~other ~~ticket~~information ~~and~~that ~~merchandise~~the ~~sales~~Company ~~throughout~~has filed at the ~~regular~~SEC’s ~~season~~public ~~and~~reference ~~(b)~~facility ~~capture~~maintained by athe ~~greater~~SEC ~~share~~at of100 ~~local~~F ~~television~~Street, ~~and~~N.E., ~~radio~~Washington, ~~audiences~~D.C. ~~Failure~~20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to ~~participate~~the inSEC. Please call the ~~AF1~~SEC ~~playoffs~~at ~~would~~1-800-732-0330 ~~deprive~~for further information on the ~~teams~~ operation of ~~additional~~the public ~~revenue~~reference ~~that~~room. ~~may~~The ~~result~~Company’s ~~from~~SEC ~~sales~~filings ofare ~~tickets~~also available to the public through the SEC’s website at http://www.sec.gov.

10THE OFFERING

for home playoff games and from media contracts. Revenue is, therefore, significantly adversely affected by a poor game winning performance, especially involving losses of home games. The Iron win-loss record for the 2009 season in the AF2 was five wins and eleven losses.

Offered Securities offered by selling shareholders:	350,000 shares of Series D Preferred Stock issued in the Private Placement to 4 investors and/or the 700,000,000 shares of Common Stock into which they will be converted.
Offering Price	Privately negotiated prices for the Series D Preferred Stock and prevailing market prices for the Common Stock. Common Stock may also be offered in private transactions at negotiated prices.
Common Stock outstanding before the offering:	155,892 shares.
Common Stock to be outstanding after the offering:	5,060,155,892 shares (upon conversion of the 350,000 shares of Series D Preferred Stock issued in the Private Placement and the conversion of the 2,180,000 shares of Series D Preferred Stock issued in the Merger into 5,060,000,000 shares of Common Stock).
Use of proceeds:	We will not receive any proceeds from sales of the Offered Securities by the selling shareholders.
Risk factors:	Investors should carefully read and consider the information set forth under the caption “Risk Factors” beginning on page 5 and all other information set forth in this Prospectus before investing in the Offered Securities.
Trading Symbol:	EVUS.

WeTable ~~depend~~of ~~upon~~Contents ~~attracting talented players to achieve game winning success.~~ 5

~~The~~RISK success of the Iron depends, in part, upon the team’s ability to attract and retain talented players. The Iron competes with other AF1 teams as well as teams fielded by the National Football League and the Canadian Football League, among others, for available players. There can be no assurance that the Iron will be able to retain players upon expiration of their contracts or obtain new players of adequate talent to replace players who retire or are injured, traded or released. Even if the Iron is able to obtain and retain players who have had previously successful football careers, there can be no assurance of the quality of their future performance. FACTORS

~~Our~~An ~~players’~~investment ~~salaries~~in ~~may~~the ~~increase~~Offered Securities involves a high degree of risk. You should not invest in the ~~future~~Offered Securities if you cannot afford to lose your entire investment. In deciding whether you should invest in the Company’s securities, ~~thereby~~you ~~increasing~~should ~~our~~carefully ~~operating~~consider ~~expenses~~the following information together with all of the other information contained in this Prospectus. Any of the following risk factors can cause our business, prospects, financial condition or results of operations to suffer and you to lose all or part of your investment.

~~Although~~Risk ~~our~~Factors ~~player~~Related ~~salaries are low compared~~ to ~~salaries~~Our ~~currently~~Financial paid by other professional sports teams, there can be no assurance that salaries payable by us will not increase significantly in the future, thereby increasing our operating expenses and adversely affecting our financial condition and results of operations. Condition

~~Football~~The ~~injuries~~Company could ~~adversely~~lose ~~affect~~Charging, ~~our~~its ~~financial~~operating ~~condition~~subsidiary.

~~Player~~The ~~contracts~~Company ~~entitle~~has ~~players~~pledged toall ~~receive~~of ~~their~~the ~~salary~~shares ~~even~~of ifits ~~unable~~operating subsidiary, toCharging, ~~play~~ as asecurity ~~result~~for ofthe ~~injuries~~payment ~~sustained~~of ~~from~~a ~~arena~~convertible ~~football-related~~promissory ~~activities~~note ~~during~~in the ~~course~~principal amount of ~~employment.~~$400,000, ~~Although~~of which we$25,000 ~~carry~~has ~~occupational~~been ~~health~~prepaid and of which $375,000 ~~accidental~~is ~~death~~due in full on March 31, 2016. We are presently unable to repay this convertible promissory note and, ~~disability~~unless ~~insurance~~we onare ~~our~~able ~~players~~to develop sufficient revenues and/or obtain sufficient financing, we will ~~must~~be ~~pay~~unable ~~deductible~~to ~~portions~~repay it when due. In that event, the lender could foreclose on and sell all of the ~~insurance.~~shares ~~Payment~~in Charging, through which we are required to conduct all of ~~insurance~~our ~~premiums~~operations, ~~insurance~~in ~~deductibles~~order ~~and~~to ~~salary~~satisfy, ~~payments~~as ~~that~~a whole or in part, the indebtedness ~~must~~outstanding under the convertible promissory note, with the result that we would be ~~made~~left ~~directly~~with tono ~~injured~~operations ~~players~~and ~~could~~our shareholders ~~have~~would anlose ~~adverse~~all, ~~effect~~or ~~upon~~substantially all, of their investment. This convertible promissory note also contains restrictive covenants which limit our ~~financial~~ability ~~condition~~to make acquisitions and ~~results~~register our securities under the Securities Act of ~~operations~~1933 (the “Securities Act”). For further information on the convertible promissory note, the circumstances under which it was issued, certain risks associated with it and the pledge, see “Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions – Exchange Transaction” on page 35.

~~Our~~If ~~cash~~we ~~flow~~are isunsuccessful ~~seasonal~~in obtaining revenues and raising funding, ~~limiting~~we ~~our~~may ~~cash~~cease ~~resources.~~to continue as a going concern.

~~The~~Our ~~arena~~ability ~~football~~to ~~season~~continue ~~begins~~as ina ~~April~~going ~~and~~concern ~~ends~~is independent ~~August.~~on Asthe development aand ~~result,~~successful weexecution ~~realize~~of a ~~significant~~plan ~~portion~~ of ~~our~~operations ~~revenue~~aimed ~~and~~at ~~incur~~developing aour ~~significant~~business ~~portion~~and ofobtaining ~~our~~market ~~expenses~~penetration to ~~during~~attain ~~that~~revenues ~~period.~~and ~~This~~operating ~~seasonality~~cash ~~can~~flows, ~~create~~obtaining ~~cash~~satisfactory ~~flow~~overall ~~difficulties~~gross ~~for~~margins, usand ~~outside~~securing ~~the~~financing ~~AF1~~to ~~season.~~fund our operations.

WeThis ~~may~~plan ~~issue~~will ~~preferred~~include ~~stock~~the generation of revenues, ~~which~~profits ~~could~~and positive ~~prevent~~operating acash ~~change~~flows. inThere are various uncertainties affecting our ~~control~~revenues, including the current market environment, our ability to obtain orders, the development of products, price competition and the cost of gasoline and diesel fuel relative to the cost of electricity. In addition, we will also require substantial funding and there are uncertainties surrounding our ability to access capital, including the volatility in economic conditions in recent months and years.

~~Our~~Such ~~Articles~~funding ofmay ~~Incorporation~~be ~~authorize~~in the ~~issuance~~form of ~~preferred~~debt ~~stock~~or ~~with~~equity ~~such~~or ~~rights~~a ~~and~~hybrid instrument, ~~preferences~~depending ason ~~may~~the bedemands ~~determined from time to time by our Board~~ of ~~Directors~~the investor. ~~Accordingly,~~Given ~~under~~economic ~~the~~and ~~Articles~~credit ofmarket ~~Incorporation~~conditions, ~~the~~we ~~Board~~may ofnot ~~Directors,~~be ~~without~~able ~~shareholder~~to ~~approval,~~raise cash ~~may~~resources ~~issue~~through ~~preferred~~these ~~stock~~sources ~~with~~of ~~dividend,~~financing. ~~liquidation~~Accordingly, ~~conversion,~~while ~~voting,~~we ~~redemption~~are orcontinuing ~~other~~to ~~rights~~review ~~that~~these ~~could~~sources ~~adversely~~of ~~affect the~~financing, ~~voting~~we ~~power~~may oralso explore other ~~rights~~sources of ~~the~~financing, ~~holders~~such ofas ~~our~~alliances ~~common~~with ~~stock.~~strategic ~~The~~partners, ~~issuance~~sales of ~~any~~assets ~~shares~~or licensing of ~~preferred stock, having rights superior to~~ our ~~common stock~~ technology, ~~may~~a ~~result~~combination inof aoperating ~~decrease~~and inrelated ~~the~~initiatives ~~value~~ or ~~market~~a ~~price~~substantial reorganization of our ~~common stock and~~ business.

11There can be no assurance we will obtain revenue or achieve profitability or positive cash flows or be able to obtain funding or that, if obtained, such funding will be sufficient, or whether any other initiatives will be successful, such that we will be able to continue as a going concern.

~~could~~We ~~prevent~~face acompetition ~~change~~ in ~~our~~the ~~control.~~market Wefor ~~have no other anti-takeover provisions in~~ our ~~Articles~~products ofand ~~Incorporation~~services. If orwe ~~Bylaws.~~are ~~Holders~~unable ofto ~~the~~compete ~~preferred~~successfully, ~~stock~~we may ~~also~~not ~~have~~be ~~the~~able ~~right~~ to ~~receive~~generate ~~dividends,~~sufficient ~~certain~~profit ~~preferences in liquidation and conversion rights~~margins.

OnTable ~~March 10, 2010, we entered into a Stock Purchase Agreement with Andrew Vallozzi III pursuant to which we have agreed to sell to Mr. Vallozzi 1 million shares~~ of ~~Series~~Contents ~~B Preferred Stock in exchange for $35,000, payable $1000 per month for 35 months pursuant to a promissory note. The sale is contingent on the closing of the Redemption.~~ 6

~~Until~~We ~~redemption~~face intense competition in the sale, installation and servicing of our products and compete with multiple companies, among others, on the ~~Preferred~~basis ~~Stock~~of price, ~~One~~service, ~~holder~~quality, product characteristics and location of charging stations. Most of our ~~Series~~existing Aand potential competitors have greater brand name recognition and ~~Series~~their products Band ~~Preferred~~greater ~~Stock~~market ~~elects~~acceptance ~~all~~among our potential customers. In addition, many of ~~our~~these ~~directors~~competitors have significantly greater financial, technical, sales, marketing, distribution, service and ~~controls~~other ~~our~~resources ~~operations~~than we have and may also be better able to adapt quickly to customers’ changing demands and changes in technology, to enhance existing products, to develop and introduce new products and new production technologies and to respond timely changing market conditions and customer demands. If we are not able to compete successfully in the face of our competitors’ advantages, our ability to gain market share or market acceptance for the products that we sell could be limited, our revenues and our profit margins could suffer, and we may never become profitable.

WeOur ~~have~~inability ~~issued~~to agenerate ~~total~~sufficient ofcash 5flows, ~~million~~raise ~~shares of our Series A Preferred Stock~~ capital, and 5actively ~~million~~manage ~~shares~~our ofliquidity ~~Series~~may Bimpair ~~Preferred~~our ~~Stock~~ability to ~~one~~execute ~~person,~~our ~~Christopher~~plan ~~Astrom. Each share~~ of ~~Series A Preferred Stock entitles the holder thereof to 25 votes on all matters~~operations, ~~the right to convert each share into 25 shares of common stock~~ and aresult ~~liquidation~~in ~~preference~~our ofreducing ~~$500.00~~or ~~per share. Each share of Series B Preferred Stock~~eliminating ~~entitles~~product ~~the~~development ~~holder~~and ~~thereof~~commercialization ~~to 250 votes on all matters~~efforts, ~~the~~reducing ~~right~~our tosales ~~convert each share into 250 shares of common stock~~ and amarketing ~~liquidation preference of $500.00 per share. Accordingly~~efforts, ~~Mr.~~and ~~Astrom~~having ~~can~~to ~~elect~~forego ~~all~~attractive ~~of our directors and control our operations~~business opportunities.

~~However~~At June 30, in2014, ~~connection~~and ~~with~~September ~~the~~30, ~~Merger~~2014, we ~~agreed,~~had inan ~~part,~~insignificant amount toof ~~redeem~~cash. ~~(subject~~There are uncertainties related to the ~~effectiveness~~timing and use of ~~the~~our ~~Registration~~cash ~~Statement)~~resources ~~all~~and ofworking capital requirements. These uncertainties include, among other things, our ~~currently~~ability ~~outstanding~~to ~~Series~~raise Acapital the timing and ~~Series~~volume Bof ~~Preferred~~sales ~~Stock~~and inthe ~~exchange~~associated gross ~~for~~margins ~~$350,000~~of ~~cash~~our products and ~~870,000~~services ~~shares~~and customer acceptance of our ~~common~~products ~~stock~~and ~~(the “Redemption”)~~services.

~~Nevertheless,~~If ~~on March 10, 2010,~~ we ~~entered~~are ~~into~~unable ato ~~Stock~~generate ~~Purchase~~sufficient ~~Agreement~~cash ~~with~~flows ~~Andrew~~or ~~Vallozzi~~obtain ~~III~~adequate financing, ~~pursuant to which~~ we ~~have~~may ~~agreed~~be toprevented ~~sell~~from toexecuting ~~Mr.~~our ~~Vallozzi~~plan 1of ~~million~~operations ~~shares~~on ofa ~~Series~~timely Bbasis ~~Preferred~~or ~~Stock~~at inall. ~~exchange~~In ~~for $35~~addition,~~000,~~ ~~payable~~we ~~$1000~~may ~~per~~be ~~month for 35 months pursuant~~ forced to areduce ~~promissory~~our ~~note.~~sales ~~The~~and ~~sale~~marketing isefforts ~~contingent~~or onforego ~~the~~attractive ~~closing~~business ~~of the Redemption~~opportunities.

WeIn doorder ~~not~~to ~~pay~~remain ~~dividends~~in business, we may be dependent on funds provided by the Company’s president and sole director for our ~~Common~~day-to-day ~~Stock~~expenses and his willingness to work for the Company without salary or at a salary that is not commensurate with his contributions and abilities. If he ceased funding our day-to-day expenses, we could not continue to operate for more than a few weeks. For further information respecting these matters and the risks that they present to us, see “Risk Factors – Risks Related to Our Business – We Could Lose Our Sole Executive Officer.”

We ~~have~~are ~~not~~seeking ~~paid~~equity ~~any~~and/or ~~dividends~~debt onfinancing ~~our~~in ~~common~~an ~~stock~~amount ~~since~~of at least $4,637,500 to enable us to continue to meet our ~~inception~~capital ~~and~~needs dofor ~~not~~the ~~anticipate~~next ~~paying~~12 ~~dividends~~months, but cannot give any assurance as to whether, when or in ~~the~~what ~~foreseeable~~amounts ~~future~~we will obtain it. We ~~plan~~have tonot ~~retain~~been ~~earnings,~~successful ifin ~~any,~~obtaining funds. We intend to ~~finance~~persist ~~the~~in ~~development~~seeking financing and ~~expansion~~intend ofto ~~our~~identify ~~business.~~possible sources of financing.

IfWe wehave ~~fail~~incurred tolosses ~~maintain~~and anif ~~effective~~we ~~system~~continue ofto ~~internal~~do ~~controls~~so, we may not be able to ~~accurately~~implement ~~report~~ our ~~financial~~business ~~results.~~strategy ~~As a result, current~~ and ~~potential stockholders could lose confidence in our financial reporting which, in turn, could harm our business and~~ the ~~trading~~ price of ~~our~~the ~~common~~Offered ~~stock.~~Securities may decline.

We ~~are~~incurred ~~subject~~a tonet ~~reporting~~loss ~~obligations~~of ~~under~~$8,839 for the ~~U.S.~~period ~~securities~~beginning ~~laws.~~with our ~~The~~inception ~~Securities~~(August ~~and~~27, ~~Exchange~~2013) ~~Commission,~~and orending ~~the~~June ~~SEC~~30, as2014, ~~required~~and bya ~~Section~~net ~~404~~loss of $13,430 for the ~~Sarbanes~~three-~~Oxley~~month ~~Act~~period ofended ~~2002~~September 30, ~~adopted~~2014. ~~rules~~Our ~~requiring~~current ~~every~~business ~~public~~strategy ~~company~~is todevelop ~~include~~and apursue ~~management~~our ~~report~~plan onof ~~such~~operations. ~~company’s~~In ~~internal~~so ~~controls~~doing, ~~over~~we ~~financial~~will ~~reporting~~incur insignificant ~~its~~expenditures. As ~~annual~~a ~~report~~result, ~~which~~we ~~contains~~will ~~management’s~~need ~~assessment~~to ofgenerate ~~the effectiveness~~and ofsustain ~~the~~significant ~~company’s~~revenues ~~internal~~and ~~controls~~positive ~~over~~gross ~~financial~~margins to achieve and sustain profitability.

12While we hope to execute our plan of operations successfully, no assurance can be given that we will be able to do so. If we are unable to do so, we may not be able to continue as a going concern and investors may lose their entire investment.

~~reporting.~~ In ~~addition,~~order ~~an independent registered public accounting firm must attest~~ to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. Our management may conclude that our internal controls over our financial reporting are not effective. Moreovergrow, ~~even~~we if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if they are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Our reporting obligations as a public company will ~~place~~need aadditional ~~significant strain on our management, operational and financial resources and systems for the foreseeable future~~financing. If we ~~fail~~cannot tomeet ~~timely achieve and maintain the adequacy of~~ our ~~internal~~future ~~controls,~~capital ~~we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover~~requirements, ~~effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result,~~ our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business ~~and~~will ~~negatively~~suffer ~~impact~~or ~~the trading price of our common stock. Furthermore,~~ we ~~anticipate that we~~ will ~~incur~~be ~~considerable~~unable ~~costs~~to ~~and~~continue ~~use significant management time and other resources in an effort~~ to ~~comply with Section 404 and other requirements of the Sarbanes-Oxley Act~~operate. AsOur ofshareholders may ~~the~~be ~~date~~adversely ofaffected ~~this~~by ~~prospectus we do not have an estimate of~~ the ~~costs~~terms ~~to the company~~ of ~~compliance~~ ~~with~~such ~~the Act~~financing.

WeTable ~~have not yet begun preparing for compliance with Section 404, but we are aware we must do so by strengthening, assessing and testing our system~~ of ~~internal~~Contents controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we grow our business, our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. 7

~~Risk~~Since ~~Factors~~we ~~Related~~commenced business, our primary methods to ~~Our~~obtain the ~~Securities~~cash necessary for our operating needs have been loans made by a former officer, which our president has assumed, and additional loans that he has made. We need to raise additional funds through public or private debt or equity financings in order to continue operating and in particular to fund operating losses; increase our sales and marketing capacities; take advantage of opportunities for internal expansion or acquisitions; hire, train and retain employees; develop and complete existing and new products; and respond to economic and competitive pressures. We will not be able to grow and become profitable without additional capital in the ~~Equity~~form ~~Line~~of equity or borrowed money of ~~Credit~~$4,637,500 (less any earnings) to operate our business during the next 12 months. Our current liquidity presents a material risk to investors because we currently have no funds to finance our plan of operations. See “Management’s Discussion and ~~This~~Analysis ~~Offering~~of Financial Condition and Results of Operations – Liquidity and Capital Resources.” Although we are seeking additional capital, we have received no commitment for financing from investors or banks and no assurance can be given that any such commitment will be forthcoming or, if so, in what amount.

WeIf adequate funds are ~~registering~~not anavailable ~~aggregate~~or ofare 3not available on acceptable terms,~~941~~ our operating results and financial condition may suffer,~~833~~ ~~shares~~the price of ~~common~~the ~~stock;~~Offered ofSecurities ~~which~~may ~~3,000,000~~decline ~~are~~and towe may not be ~~issued~~able ~~under~~to ~~the~~continue ~~Equity~~as ~~Line~~a ofgoing ~~Credit~~business. ~~The~~We ~~sale~~can ofgive ~~such~~no ~~shares~~assurance ~~could~~that ~~depress~~we ~~the~~will ~~market~~be ~~price~~able ofto ~~our~~obtain ~~common~~capital ~~stock.~~in sufficient amounts or on acceptable terms.

WeIf ~~are~~our ~~registering~~capital anneeds ~~aggregate~~are ofmet ~~3,941,833~~through ~~shares~~the issuance of ~~common~~equity ~~stock~~or convertible ~~under~~debt ~~this registration statement~~securities, ~~3,000,000 of which will be issued pursuant to~~ the ~~Equity~~percentage ~~Line~~ownership of ~~Credit.~~the ~~The~~holders ~~sale~~ of ~~these shares into~~ the ~~public~~Offered ~~market~~Securities ~~could~~will ~~depress~~be ~~the~~reduced ~~market~~and ~~price~~may ofbe ~~our common stock~~diluted. ~~As of March 9, 2010, there were 29,271,332 shares of our common stock issued and outstanding.~~

13Risk Factors Related to Our Business

~~Existing~~We ~~stockholders~~Could ~~could~~Lose ~~experience~~Our ~~substantial~~Sole ~~dilution~~Executive ~~upon the issuance of common stock pursuant to the Equity Line of Credit.~~ Officer

~~This~~We ~~registration~~are ~~contemplates~~unable ~~our~~to ~~issuance~~pay ofa upregular salary to ~~3,000,000~~our ~~shares~~chief ofexecutive officer, who is our ~~common~~only ~~stock~~executive toofficer ~~Kodiak,~~and ~~subject~~our tosole ~~certain~~employee. ~~restrictions~~We ~~and~~are ~~obligations~~currently paying him no salary. IfWe ~~the~~also ~~terms~~have no employment agreement with him and ~~conditions~~he ofis ~~the~~not ~~Equity~~obligated ~~Line~~to ofcontinue ~~Credit~~to ~~are~~be ~~satisfied,~~employed ~~and~~by us. While he has not indicated when or if he would terminate his employment if we ~~choose~~continue to ~~exercise~~pay ~~our~~him ~~Put~~no ~~Rights~~salary, toor ~~sell~~a 3salary that is not commensurate with his abilities,~~000,000~~ ~~shares~~we ofbelieve ~~our~~that ~~common~~he ~~stock~~may not work for us indefinitely. If we were to ~~Kodiak~~lose his services, our ~~existing~~ability ~~stockholders’~~to ~~ownership~~operate ~~will~~would be ~~diluted~~materially byand perhaps fatally impaired, such ~~sales~~that we could not continue to operate. ~~Consequently~~For further information, ~~the~~see “Management’s Discussion and Analysis ~~value~~of Financial Condition and Results of ~~your~~Operations ~~investment~~– ~~may~~Liquidity ~~decrease.~~and Capital Resources” on page 29.

Our ~~Equity~~business ~~Line~~depends ofsubstantially ~~Credit~~on ~~with~~recruiting ~~Kodiak~~members of ~~contemplates~~management ~~the potential future issuance~~ and ~~sale~~key ofpersonnel upyet to ~~$15~~be hired,~~000,000~~ ofand our ~~common~~business ~~stock to Kodiak subject to certain restrictions and obligations. The following table is an example of the number of shares that~~ could be ~~issued~~severely atdisrupted ~~various~~if ~~prices assuming~~ we ~~utilize~~were ~~the~~unable ~~maximum~~to ~~amount~~hire ~~remaining~~such ~~available under the Equity Line of Credit. These examples assume issuances at~~personnel aor ~~market~~lose ~~price~~their ~~of 10%, 25% and 50% below $2~~services.~~00 per share.~~

~~The~~Our ~~following~~president ~~table~~and ~~should~~sole bedirector ~~read~~is inpresently ~~conjunction~~the ~~with~~only ~~the~~member ~~footnotes~~of our ~~immediately~~management ~~following~~and therefore, we will need to attract, hire and retain other managers and key employees. If we were unable to hire additional management or if, after being hired, one or more of the ~~table~~members of our management were unable or unwilling to continue to work for us, we would have to spend a considerable amount of time and resources searching, recruiting, and integrating their replacements, which would substantially divert management’s attention from and severely disrupt our business. We could face difficulties in attracting and retaining additional management and, if we were to lose any of them, in attracting and retaining their replacements, because we are not presently in a position to pay competitive compensation and our future is uncertain.

				Percent Of Outstanding Shares (4)
	Price Per Share(1)	Number of Shares Issuable (2)	Shares Outstanding (3)
$	1.53	9,803,922	37,803,922		25.9	%
$	1.28	11,764,706	39,764,706		29.6	%
$	0.85	17,647.059	17,647,059		38.7	%

The Company’s sole officer is also its sole director and may change the terms of his employment with the Company to the detriment of the Company and its shareholders.

(1)	Represents purchase prices equal to 85% of $1.80, $1.50 and $1.00.
(2)	Represents the number of shares issuable if the entire remaining commitment under the Equity Line of Credit were drawn down at the indicated purchase prices.
(3)	Based on 29,271,332 shares of common stock outstanding at March 9, 2010.
(4)	Percentage of the total outstanding shares of common stock after the issuance of the shares indicated, without considering any contractual restriction on the number of shares the selling shareholder may own at any point in time or other restrictions on the number of shares we may issue.

As the sole director of the Company, Mr. Howe could change the terms of his employment, including the amount of his salary, to the detriment of the Company and its shareholders by using funds that would otherwise be available for the development of the business of the Company. If he were to do so, the funds available to the Company for such development would be decreased. If such increase or payment were of sufficient magnitude, the Company would be unable to continue to operate and its shareholders could lose all or substantially all of their investment.

~~Kodiak~~Our ~~will~~sole ~~pay~~officer ~~less~~and ~~than~~employee ~~the~~is ~~then~~devoting only one-~~prevailing~~half of ~~market~~his ~~price~~time ~~for~~to our ~~common stock~~business.

~~The~~Table ~~common stock to be issued to Kodiak pursuant to the Investment Agreement will be purchased at a fifteen percent (15%) discount to the lowest closing “best bid” price (the highest posted bid price)~~ of ~~the~~Contents common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Investment Agreement. Kodiak has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Kodiak sells the shares, the price of our common stock could 8

14Brian C. Howe, our sole executive officer and sole employee, is presently devoting only one-half of his time to our business. While he has informed the Company that he will spend such amount of his time as may be required for us to develop in accordance with our plan of operations, we have no employment agreement with him and he is not obligated to act as he has indicated. If he fails to do so, we could fail to develop as planned and shareholders could lose a substantial portion, and perhaps all, of their investment.

~~decrease.~~Markets Iffor our ~~stock~~products ~~price~~and ~~decreases,~~services ~~Kodiak~~may never develop or may ~~have~~develop amore ~~further~~slowly ~~incentive~~than towe ~~sell~~anticipate. ~~the~~This ~~shares~~would ofsignificantly harm our ~~common~~ability ~~stock~~to ~~that~~generate itrevenues ~~holds.~~and ~~These~~may ~~sales~~cause ~~may~~us to ~~have~~be aunable ~~further~~to ~~impact~~recover onthe ~~our~~expenses ~~stock~~that ~~price.~~we expect to incur in our operations.

~~There~~Markets may ~~not~~never develop for our products and services to the extent necessary for us to be ~~sufficient~~successful ~~trading~~or ~~volume~~they may develop more slowly than we anticipate. Any such delay or failure would significantly harm our revenues and we may be unable to recover the losses that we have incurred and may continue to incur in our ~~common~~business. If ~~stock~~this were to ~~permit~~occur, usour business could fail. Our ability to ~~generate~~market ~~adequate~~our ~~funds~~products ~~from~~may be affected by many factors, some of which are beyond our control, including: the ~~exercise~~emergence of more competitive technologies and products; the future cost of raw materials; the manufacturing and supply costs for our ~~put.~~products; the cost of gasoline and diesel fuel relative to the price of electricity and the perceptions of potential customers and the general public regarding these products.

~~The~~Our ~~Investment~~future ~~Agreement~~growth provides that the dollar value that we will be permitted to put to Kodiak will be either: (a) $1 million or (b) 200% of the average daily volume in the US market of the common stock for the three trading days prior to the notice of our put, multiplied by the average of the three daily closing bid prices immediately preceding the date of the put. If the average daily trading volume in our common stock is ~~too~~dependent ~~low,~~upon itconsumers’ ~~is possible that we would only be permitted~~ willingness to ~~exercise~~adopt aelectric ~~put for $1 million which may not provide adequate funding for our planned operations~~vehicles.

Our ~~common~~growth ~~stock~~ is ~~thinly~~highly ~~traded,~~dependent soupon ~~you~~the ~~may~~adoption beby ~~unable~~consumers of, and we are subject to ~~sell~~an atelevated orrisk ~~near~~of ~~ask~~any ~~prices~~reduced ordemand atfor, ~~all~~alternative iffuel ~~you~~vehicles ~~need~~in togeneral ~~sell~~and ~~your~~electric ~~shares~~vehicles in toparticular. ~~raise~~If ~~money~~the market for electric vehicles in the U.S. does not develop as we expect or ~~otherwise~~develops ~~desire~~more toslowly ~~liquidate~~than ~~your~~we ~~shares~~expect, our business, prospects, financial condition and operating results will be harmed, because demand for our products and services will not increase as expected or may even be reduced. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.

~~Our~~Other ~~common~~factors ~~stock has historically been sporadically or “thinly-traded” on the OTCBB, meaning~~ that ~~the number of persons interested in purchasing our common stock at or near ask prices at any given time~~ may beinfluence ~~relatively~~the ~~small~~adoption ~~or nonexistent. This situation is attributable to a number~~ of ~~factors,~~alternative ~~including the fact that we are a small company which is relatively unknown to stock analysts, stock~~fuel ~~brokers~~vehicles, ~~institutional investors~~ and ~~others~~specifically inelectric ~~the investment community that generate or influence sales volume~~vehicles, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. include:

As• aperceptions ~~consequence,~~about ~~there~~electric ~~may~~vehicle bequality, ~~periods~~safety ~~of several days or more when trading activity~~ (in ~~our~~particular ~~shares~~with isrespect ~~minimal~~to ~~or non~~lithium-~~existent,~~ion asbattery ~~compared~~packs), todesign, aperformance ~~mature issuer which has a large~~ and ~~steady~~cost, ~~volume~~especially ofif ~~trading activity that will generally support continuous sales without an~~ adverse ~~effect~~events onor ~~share~~accidents ~~price.~~occur Itthat isare ~~possible~~linked ~~that~~to athe ~~broader~~quality or ~~more~~safety ~~active~~of ~~public~~electric ~~trading~~vehicles, ~~market~~such ~~for~~as ~~our~~those ~~common~~related ~~stock~~to ~~will~~the ~~not~~Chevrolet ~~develop~~Volt® orbattery ~~be sustained,~~pack ~~or that current trading levels will continue.~~ fires;

~~The~~• ~~limited public trading market may cause~~ volatility in ~~our~~sales ~~stock~~of ~~price.~~ EVs;

~~The~~• ~~quotation~~perceptions ofabout ~~our~~vehicle ~~common~~safety ~~stock~~in ~~on the OTCBB does not assure that a meaningful~~general, ~~consistent and liquid trading market currently exists, and~~ in ~~recent~~particular ~~years~~safety ~~such~~issues ~~market has experienced extreme price and volume fluctuations~~ that ~~have~~may ~~particularly~~be ~~affected~~attributed ~~the market prices of many smaller companies like us. Our common stock is thus subject~~ to ~~this~~the ~~volatility.~~use ~~Sales~~ of ~~substantial~~advanced ~~amounts of our common stock~~technology, ~~or the~~including ~~perception~~vehicle ~~that~~electronics ~~such~~and ~~sales~~regenerative ~~might~~braking ~~occur, could adversely affect prevailing market prices of our common stock.~~ systems;

~~The~~• ~~application~~negative perceptions of ~~the~~electric ~~“penny~~vehicles, ~~stock”~~such ~~rules~~as ~~could~~that ~~adversely~~they ~~affect~~are ~~the~~more ~~market~~expensive ~~price~~than ofnon-electric ~~our~~vehicles ~~common~~and ~~shares~~are ~~and~~only ~~increase~~affordable ~~your~~with ~~transaction~~government ~~costs~~subsidies toor ~~sell~~that ~~those~~they ~~shares.~~have failed to meet customer expectations;

~~The~~• ~~SEC~~the ~~has~~limited ~~adopted~~range ~~rule~~over ~~3a51-1~~ which ~~establishes~~electric ~~the~~vehicles ~~definition~~may ofbe adriven ~~“penny~~on ~~stock,”~~a ~~for~~single ~~the~~battery ~~purposes~~charge ~~relevant~~and tothe ~~us,~~effects ~~as any equity security that has a market price~~ of ~~less~~weather ~~than~~on ~~$5.00~~this ~~per~~ range;

15• the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge;

~~share~~• orvaried ~~with~~calculations anfor ~~exercise~~driving ~~price~~ranges ofachievable ~~less~~by ~~than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:~~EVs;

• ~~that~~concerns aabout ~~broker~~electric orgrid ~~dealer~~capacity ~~approve~~and areliability, ~~person’s~~which ~~account~~could ~~for~~derail ~~transactions~~past ~~in penny stocks;~~ and •present ~~the~~efforts ~~broker~~to orpromote ~~dealer~~electric ~~receive~~vehicles ~~from~~as ~~the investor~~ a ~~written~~practical ~~agreement~~solution to ~~the~~vehicles ~~transaction,~~which ~~setting~~require ~~forth the identity and quantity of the penny stock to be purchased.~~gasoline;

In• ~~order~~concerns toby ~~approve~~potential acustomers ~~person’s~~about ~~account~~the ~~for~~susceptibility ~~transactions~~of inbattery ~~penny~~packs ~~stocks~~to damage from improper charging, about the ~~broker~~lifespan orof ~~dealer~~battery ~~must:~~packs and the cost of their replacement;

• ~~obtain financial information and investment experience objectives of~~ the ~~person;~~availability ~~and • make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable~~ of ~~evaluating~~alternative ~~the~~fuel ~~risks~~vehicles, ofincluding ~~transactions~~ plug-in ~~penny~~hybrid ~~stocks.~~electric vehicles;

~~The~~Table ~~broker~~of orContents ~~dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:~~9

• ~~sets~~developments ~~forth~~in ~~the~~alternative ~~basis~~technologies, onsuch ~~which~~as ~~the~~advanced ~~broker~~diesel, orethanol, ~~dealer~~fuel ~~made~~cells ~~the~~or ~~suitability~~compressed ~~determination;~~natural ~~and~~gas, •or ~~that~~improvements in the ~~broker~~fuel oreconomy ~~dealer~~of ~~received~~the ainternal ~~signed~~combustion engine, ~~written~~which ~~agreement~~could ~~from~~adversely ~~the~~affect ~~investor~~sales ~~prior~~of ~~to the transaction.~~EVs;

~~Generally,~~• ~~brokers may be less willing to execute transactions in securities subject to~~ the ~~“penny~~environmental ~~stock”~~consciousness ~~rules. This may make it more difficult for investors to dispose~~ of ~~our common stock and cause a decline in the market value of our stock.~~ consumers;

~~Rule~~• ~~144~~volatility ~~Related~~in ~~Risk.~~the cost of oil and gasoline, including the current sharp reduction in prices for gasoline;

~~The~~• ~~SEC~~consumers’ ~~adopted~~perceptions amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of ~~our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at~~ the ~~time~~dependency of, ~~or at any time during~~ the ~~three~~United ~~months~~States ~~preceding~~on aoil ~~sale,~~from ~~(ii)~~unstable weor ~~are~~hostile subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale. countries;

~~Persons~~• ~~who~~government ~~have~~regulations ~~beneficially~~and ~~owned~~economic ~~restricted~~incentives ~~shares~~promoting offuel ~~our~~efficiency ~~common~~and ~~stock~~alternate ~~for~~forms ~~at least six months but who are our affiliates at the time~~ of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: energy;

•	1% of the total number of securities of the same class then outstanding; or
•	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

•

access to charging stations, standardization of electric vehicle charging stations and consumers’ perceptions about convenience and cost to charge an electric vehicle;

16• the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles;

~~provided,~~• inThe ~~each~~availability ~~case,~~and ~~that~~of weother ~~are~~fuels ~~subject~~relative to ~~the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale~~electricity, ~~current~~such ~~public~~as ~~information~~propane and ~~notice~~natural ~~provisions of Rule 144.~~ gas;

~~Restrictions~~• onperceptions ~~the~~about ~~reliance~~and ofthe ~~Rule~~actual ~~144~~cost byof ~~Shell~~alternative ~~Companies~~fuel; ~~or former Shell Companies.~~ and

~~Historically,~~• ~~the~~macroeconomic ~~SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, like us~~factors. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

~~• The~~Developments ~~issuer~~in ofalternative technologies or improvements in the ~~securities~~internal ~~that~~combustion ~~was~~engine ~~formerly~~may amaterially ~~shell~~adversely ~~company~~affect ~~has~~the ~~ceased~~demand tofor beEVs aand ~~shell~~therefore, ~~company;~~for our products and services.

~~• The~~Significant ~~issuer~~developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the ~~securities~~internal iscombustion engine, ~~subject~~may materially and adversely affect our business and prospects in ways we do not currently anticipate. Any failure by us to ~~the~~develop ~~reporting~~new ~~requirements~~or ofenhanced ~~Section~~technologies 14or processes, or ~~15(d)~~to ofreact ~~the~~to ~~Exchange~~changes ~~Act;~~in existing technologies, could materially delay or impair our development.

• The ~~issuer~~unavailability, ofreduction ~~the~~or ~~securities~~elimination ~~has~~of ~~filed~~government and ~~all~~economic ~~Exchange~~incentives ~~Act~~could ~~reports~~have ~~and~~a material ~~required~~adverse toeffect beon ~~filed,~~our ~~as applicable~~business, ~~during~~financial ~~the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials)~~condition, ~~other~~operating ~~than~~results ~~Current Reports on Form 8-K;~~ and prospects.

~~• At~~Any ~~least~~reduction, ~~one~~elimination ~~year~~or ~~has~~discriminatory ~~elapsed~~application ~~from~~of ~~the~~government subsidies ~~time~~and ~~that~~economic incentives because of policy changes, the ~~issuer~~reduced ~~filed~~need ~~current~~for ~~comprehensive~~such ~~disclosure~~subsidies ~~with~~and incentives due to the ~~SEC~~customer base ~~reflecting~~of ~~its~~our ~~status~~electric asvehicles, anfiscal ~~entity~~tightening ~~that~~or isother ~~not~~reasons amay ~~shell~~result ~~company~~in the diminished demand for electric vehicles and accordingly for our products and services. This could materially and adversely affect the growth of our business and our prospects, financial condition and operating results.

AsOur agrowth ~~result,~~depends itin ispart ~~likely~~on ~~that~~increased ~~pursuant~~sales toof ~~Rule~~electric ~~144~~vehicles, which ~~stockholders who receive our restricted securities~~ in aturn ~~business~~depends ~~combination~~on ~~will~~the ~~not~~availability beand ~~able~~amounts toof ~~sell~~tax ~~our~~incentives, ~~shares~~government ~~without~~subsidies ~~registration~~and ~~until~~economic ~~one~~incentives ~~year~~for ~~after~~alternative fuel wevehicles ~~have~~generally ~~completed~~and ~~our initial business combination~~EVs.

~~Forward-Looking~~Certain ~~Statements~~regulations and laws that encourage sales of EVs through tax credits or other subsidies could be changed, repealed or applied in a way that will adversely affect their sales. For example, while the federal and state governments have from enacted tax credits and other incentives for the purchase of alternative fuel cars, funding for these programs may be limited and there is no guarantee that EVs will be eligible for tax credits or other incentives provided to alternative fuel vehicles in the future. This would put EVs at a competitive disadvantage, which could affect sales of EVs and in turn demand for our products and services.

~~Statements~~We ~~in this prospectus~~ may ~~be “forward-looking statements.” Forward-looking statements include, but are~~ not ~~limited~~be ~~to,~~able ~~statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating~~ to ~~our~~manage ~~future~~successfully ~~activities~~an orexpansion other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to our ~~ability to raise any financing which we may require for our~~ operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as .

17Our anticipated expansion in facilities, staff and operations may place serious demands on our resources. We may be required to make significant investments in our business, as well as take measures to recruit, retain, motivate and manage our employees. While we intend to monitor and adjust our plan of operations as necessary, our current management skills and systems may not enable us to implement our strategy or to attract and retain the personnel that are required to expand our business. Our failure to manage our growth effectively or to implement our strategy in a timely manner may significantly harm our ability to achieve profitability.

~~general~~Table ~~industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as~~ of ~~the~~Contents ~~date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus.~~ 10

~~Use~~If we or the suppliers of ~~Proceeds~~our charging stations are unable to keep up with advances in charging station technology, we may suffer a decline in our competitive position.

We ~~will~~and/or ~~not~~our ~~receive~~suppliers ~~any~~may ~~proceeds~~be ~~from~~unable ~~the~~to ~~sale~~keep ofup ~~common~~with ~~stock~~changes in ~~offered~~charging bystation ~~the selling stockholders~~technology. ~~However,~~Any wesuch ~~will~~failure ~~receive~~to ~~proceeds~~keep ~~from~~up ~~the~~with ~~sale~~advances ofin ~~our~~electric ~~common~~vehicle ~~stock~~technology towould ~~Kodiak~~result ~~pursuant~~in toa ~~the~~decline in ~~Investment Agreement. The proceeds from~~ our ~~exercise~~competitive ofposition ~~the~~which ~~Put~~would ~~Right~~materially ~~pursuant~~and toadversely ~~the~~affect ~~Investment Agreement will be used for the Redemption of~~ our ~~Preferred~~business, ~~Stock~~prospects, ~~and~~operating ~~working~~results ~~capital~~ and ~~general corporate purposes.~~financial condition.

First $5,000,000
Pay-off Companies Indebtedness
Existing Trade Payables: (attached)	$	311,000
Line of Credit (Town Bank)	$	350,000
Short Term Notes	$	240,000
On-going Operations (attached)	$	3,339,000
Funding of Letters of Credit (league obligation)	$	350,000
Company repurchase of preferred shares	$	350,000
Total	$	5,000,000
Second $5,000,000
To fund and acquire an additional AFL Franchise	$	5,000,000
Third $5,000,000
To fund and acquire an additional AFL Franchise	$	5,000,000
Grand Total	$	15,000,000

Our success is dependent upon the expansion of the market for our products and services, which in turn depends on increased demand for electric vehicles.

~~Selling~~The ~~Security~~success ~~Holders~~of our business depends on the expansion of the market for our products and services. This expansion depends and will continue to depend on the creation and sustainability of the electric car market. While major car manufacturers have made strong commitments to the electric vehicle industry, there can be no assurance that this industry will become viable. Without an increased fleet of electric vehicles, there will be an insufficient demand for our products and services for us to expand. At this time, therefore, an investment in our company is risky and speculative and will remain so until the electric vehicle fleet increases substantially.

~~The~~We ~~following table details the name of each selling stockholder, the number of shares owned by that selling stockholder, and the number of shares that~~ may not be ~~offered~~able byto ~~each selling stockholder for resale under this prospectus. Except for Kodiak Capital Group, LLC, none of the selling shareholders is a broker-dealer. The selling stockholders may~~ sell ~~up to 3,942,811 shares of~~ our ~~Common~~products ~~Stock~~and ~~from~~services ~~time to~~at ~~time~~competitive ~~in one or more offerings under this prospectus, including 3,000,000 shares which are issuable upon the exercise of our put right with Kodiak~~prices. ~~Because~~If ~~each~~we ~~selling~~fail ~~stockholder~~to ~~may~~do ~~offer all~~so, ~~some~~we orwill ~~none~~not ofgenerate ~~the~~sufficient ~~shares~~revenues itto ~~holds,~~achieve and ~~because,~~sustain ~~based upon information provided to us, there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the~~ profitability.

18While we plan to sell our products and services at competitive prices, we may not be able to do so. The prices at which we acquire our products from our manufacturers are depend to a great extent on material and manufacturing costs and they may not be able purchase raw materials at the prices and/or to maintain manufacturing costs at the levels at which they will be able to sell products to us at prices at which we can resell them at satisfactory margins. Increases in the cost of electricity could adversely affect our revenues, since we may not be able to adjust our fees for charging to sustain profit margins.

~~number~~We ofmay ~~shares~~depend ~~that~~on ~~will~~intellectual beproperty ~~held~~and byour ~~each~~failure ~~selling~~to protect ~~stockholder after the offering can be provided. The following table has been prepared on the assumption~~ that ~~all~~intellectual ~~shares~~property ~~offered~~could ~~under~~adversely ~~this~~affect ~~prospectus~~our ~~will~~future begrowth ~~sold~~and ~~to parties unaffiliated with the selling stockholders~~success.

Name of selling security holder	Amount of securities of the class owned by the security holder before this offering		Amount to be offered for the security holder’s account		Amount and (if one percent or more) percentage of the class to be owned by security holder after the offering is complete
Kodiak Capital Group, LLC(1)		3,000,000		3,000,000		0
Island Capital Management LLC		7,500		7,500		0
Legal & Compliance LLC(2)		50,000		50,000		0
Richard Astrom(3)		884,333		884,333		0
Christopher Astrom(4)		978		978		0
TOTAL		3,942,811		3,942,811		0

The development of our business may depend on intellectual property. Failure to protect our intellectual property rights may reduce our ability to prevent others from using technology that we may develop. We will rely on a combination of patent, trade secret, trademark and copyright laws to protect our intellectual property. Some of our intellectual property is currently not covered by any patent or patent application. Patent protection is subject to complex factual and legal criteria that may give rise to uncertainty as to the validity, scope and enforceability of a particular patent. Accordingly, we cannot assure that any patents or third party patents licensed to us will not be invalidated, circumvented, challenged, rendered unenforceable or licensed to others or that any patent application that we may filed will be issued with the breadth of protection that we seek, if at all.

~~(1)~~In ~~Pursuant~~addition, toeffective ~~put~~patent, ~~right~~trademark, ~~set~~copyright ~~forth in Investment Agreement. The natural person with voting~~ and ~~dispositive~~trade secret ~~power~~protection ~~for~~may ~~Kodiak~~be ~~Capital~~unavailable, ~~Group~~limited, isnot ~~Ryan~~applied ~~Hodson. (2) For legal services. The natural person with voting and dispositive power~~ for ~~Legal~~or &unenforceable ~~Compliance,~~in ~~LLC~~foreign ~~is Laura Anthony~~countries. ~~(3) CEO (4) CFO~~

~~Plan~~While we intend to seek to protect our proprietary intellectual property through contracts, including confidentiality and similar agreements, with our customers and employees, we cannot assure that the parties who enter into such agreements with us will not breach them, that we will have adequate remedies for any such breach or that such parties will not assert rights to intellectual property of ~~Distribution~~which they learn from relationships with us.

~~This~~If ~~prospectus~~necessary ~~includes~~or 3desirable,~~942,811~~ ~~shares~~we may seek licenses under the patents or other intellectual property rights of ~~common~~others. ~~stock~~However, we cannot assure we will obtain such licenses or that the terms of any offered bylicenses will be acceptable to us. Our failure to obtain a license from a third party for intellectual property we may use could cause us to incur substantial liabilities and to suspend the ~~selling~~manufacture ~~stockholders~~and shipment of products or our use of processes that exploit such intellectual property. In addition, failure to obtain such a license could affect our ability to manufacture competitive products.

~~Each~~Table ~~selling stockholder and any~~ of ~~its~~Contents pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on the OTCBB or any other stock exchange, market or trading facility on which our shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares: 11

•Our ~~ordinary~~involvement ~~brokerage transactions and transactions~~ in ~~which~~intellectual ~~the~~property ~~broker-dealer~~litigation ~~solicits~~could negatively ~~purchasers;~~affect •our block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • An exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions;business.

19In order to establish and maintain such a competitive position, we may need to prosecute claims against others who we believe are infringing our rights and defend claims brought against us by others who believe that we are infringing their rights. Our involvement in intellectual property litigation could result in significant expense to us, adversely affect sales of any products involved or the use or licensing of related intellectual property and divert the efforts of our technical and management personnel from their principal responsibilities, regardless of whether such litigation is resolved in our favor. If we are found to be infringing on the intellectual property rights of others, we may, among other things, be required to pay substantial damages; cease the development, manufacture, use, sale or importation of products that infringe on such intellectual property rights; discontinue processes incorporating the infringing technology; expend significant resources to develop or acquire non-infringing intellectual property or products; or obtain licenses to the relevant intellectual property.

•We ~~settlement~~cannot ofoffer ~~short~~any ~~sales~~assurance ~~entered~~that ~~into~~we ~~after~~will ~~the~~prevail ~~effective~~in ~~date~~any ofsuch intellectual ~~the~~property ~~registration~~litigation ~~statement~~or ofthat, ~~which~~if ~~this~~we ~~prospectus~~were isnot ato ~~part;~~prevail •in ~~broker-dealers~~such ~~may~~litigation, ~~agree~~licenses ~~with~~to the ~~selling~~intellectual ~~stockholders~~property or toproducts ~~sell~~we aare ~~specified~~found ~~number~~to ofbe ~~such~~infringing ~~shares~~on atwould abe ~~stipulated~~available ~~price~~on ~~per~~commercially ~~share;~~reasonable •terms, ~~Through~~if ~~the~~at ~~writing~~all. orThe ~~settlement~~cost of ~~options~~intellectual property orlitigation ~~other~~as ~~hedging~~well ~~transactions,~~as ~~whether~~the ~~through~~damages, anlicensing ~~options~~fees ~~exchange~~ or ~~otherwise;~~royalties •that awe ~~combination~~might ofbe ~~any~~required ~~such~~to ~~methods~~pay ofcould ~~sale;~~have ora •material adverse ~~Any~~effect ~~other~~on ~~method~~our ~~permitted~~business ~~pursuant~~and tofinancial ~~applicable law~~results.

AAdverse ~~selling~~capital ~~stockholder or its pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals~~ and~~/or~~ ~~broker-dealers~~credit acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market ~~makers~~conditions ~~or other purchasers at a price per share which~~ may ~~be below the then market~~significantly ~~price.~~affect Aour ~~selling~~access ~~stockholder cannot assure that all or any of the shares offered in this prospectus will be issued~~ to, orcapital ~~sold by, the selling stockholder. The selling stockholders~~ and ~~any~~cost ~~brokers, dealers or agents, upon effecting the sale~~ of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations under such actscapital. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

WeCapital ~~are~~and ~~paying~~credit ~~all~~markets ~~fees~~have ~~and~~experienced ~~expenses~~significant ~~incident~~volatility in torecent ~~the~~years. ~~registration~~In ofmany ~~the shares~~cases, ~~including~~these ~~fees~~markets ~~and~~have ~~disbursements~~exerted ofdownward ~~counsel~~pressure toon the ~~selling~~availability ~~stockholder,~~of ~~but~~liquidity ~~excluding~~and ~~brokerage~~credit ~~commissions~~capacity for ~~or underwriter discounts~~issuers. ~~The~~We ~~selling~~need ~~stockholders,~~liquidity ~~alternatively,~~for ~~may~~future ~~sell~~growth ~~all~~and ordevelopment ~~any part~~ of ~~the~~our ~~shares offered in this prospectus through an underwriter~~business. NoWithout ~~selling~~sufficient ~~stockholder~~liquidity, ~~has~~we ~~entered~~may ~~into~~not ~~any agreement with a~~be ~~prospective~~able ~~underwriter~~to ~~and~~purchase ~~there~~additional islots noor ~~assurance~~develop ~~that~~projects, ~~any~~which ~~such~~could ~~agreement~~adversely ~~will~~affect beour ~~entered~~financial ~~into~~results.

~~A selling stockholder may pledge its shares to their brokers under the margin provisions of customer agreements.~~ If awe ~~selling~~do ~~stockholder~~not ~~defaults~~effectively onimplement ameasures ~~margin loan, the broker may, from time~~ to ~~time, offer and~~ sell ~~the pledged shares. The selling stockholder and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of~~our ~~1934,~~products ~~as amended,~~ and ~~the rules and regulations under such act~~services, ~~including,~~we ~~without limitation, Regulation M. These provisions~~ may ~~restrict~~not ~~certain~~achieve ~~activities~~sustained ~~of,~~revenues and ~~limit~~investors ~~the~~could ~~timing~~lose oftheir ~~purchases~~entire ~~and sales of any of the shares by, the selling stockholder or any other such person~~investments. In the event that the selling stockholder is deemed affiliated with purchasers or distribution participants within the meaning of Regulation M, then the selling stockholder will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in

20We are a start-up company and have no sales. Our sales and marketing efforts may not achieve intended results and therefore may not generate the revenue we hope to achieve. There can be no assurance that our operations will be successful. If we are not able to successfully address markets for our products and services, we may not be able to grow our business, compete effectively or achieve profitability.

~~market~~If ~~making~~we ~~and~~are ~~certain~~unable ~~other activities with respect~~ to ~~such~~successfully ~~securities~~manage ~~for a specified period of time prior to the commencement of such distributions~~growth, subject to specified exceptions or exemptions. In regards to short sells, the selling stockholder is contractually restricted from engaging in short sells. In addition, if such short sale is deemed to be a stabilizing activity, then the selling stockholder will not be permitted to engage in a short sale of our ~~common~~operations ~~stock.~~could ~~All~~be ofadversely ~~these limitations may affect the marketability of the shares~~affected.

WeOur ~~have~~progress ~~agreed~~is expected to ~~indemnify~~require ~~certain~~the offull ~~the~~utilization ~~selling~~of ~~stockholders~~our management, orfinancial ~~their~~and ~~transferees~~other ~~or assignees~~resources, ~~against~~which ~~certain~~to ~~liabilities,~~date ~~including~~has ~~liabilities~~occurred ~~under~~with ~~the~~limited ~~Securities~~working ~~Act~~capital. ofOur ~~1933,~~ability asto ~~amended,~~manage orgrowth effectively towill ~~contribute~~depend toon ~~payments~~our ~~the~~ability ~~selling~~to ~~stockholder~~improve orand ~~their~~expand ~~respective pledgees~~operations, ~~donees,~~including ~~transferees~~our orfinancial ~~other~~and ~~successors~~management ininformation ~~interest~~systems, and ~~may be required~~ to ~~make~~recruit, intrain ~~respect~~and ofmanage ~~such~~sales ~~liabilities~~personnel. IfThere ~~the~~can ~~selling stockholder~~be ~~notifies~~no usabsolute assurance that itmanagement ~~has~~will ~~a material arrangement with a broker-dealer for the resale of the common stock, then we would~~ be ~~required~~able to ~~amend~~manage ~~the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer~~growth effectively.

WeIf ~~agreed~~we todo ~~use~~not properly manage the growth of our ~~best~~business, ~~reasonable~~we ~~efforts~~may experience tosignificant ~~keep~~strains ~~this~~on ~~prospectus~~our ~~effective~~management ~~until~~and ~~the~~operations ~~earlier~~and ofdisruptions ~~(i)~~in ~~the~~our ~~date~~business. onVarious ~~which~~risks ~~the~~arise ~~shares~~when ~~may~~companies and beindustries ~~resold~~grow byquickly. ~~the~~If ~~selling~~our ~~stockholders~~business ~~without~~or ~~registration~~industry grows too quickly, our ability to meet customer demand in a timely and efficient ~~without~~manner ~~regard~~could be challenged. We may also experience development delays as we seek to ~~any~~meet ~~volume~~increased ~~limitations~~demand byfor ~~reason~~our ofproducts. Our ~~Rule~~failure ~~144~~to ~~under~~properly manage the ~~Securities~~growth ~~Act~~that we or ~~any~~our ~~other~~industry ~~rule~~might ofexperience ~~similar~~could ~~effect~~negatively orimpact ~~(ii)~~our ~~all~~ability ofto ~~the~~execute on ~~shares~~our ~~have~~operating ~~been~~plan ~~sold~~and, ~~pursuant~~accordingly, tocould ~~this~~have ~~prospectus~~an oradverse ~~Rule~~impact ~~144~~on ~~under the~~our ~~Securities~~business, ~~Act~~our orcash ~~any~~flow ~~other~~and ~~rule~~results of ~~similar~~operations, and ~~effect.~~our reputation with our current or potential customers.

~~Description~~Our ofsole ~~Securities~~officer tohas no experience in managing a public company, which increases the risk that we will be ~~Registered~~unable to establish and maintain all required controls and procedures and internal controls over financial reporting and meet the public reporting and the financial requirements for our business.

~~Our~~Table ~~authorized capital stock consists~~ of ~~500,000,000~~Contents shares of Common Stock and 10,000,000 shares of preferred stock. As of March 10, 2010 there were 29,271,332 outstanding shares of Common Stock, 5,000,000 shares of Series A Convertible Preferred stock and 5,000,000 shares of Series B Convertible Preferred Stock outstanding. However, in connection with the Merger, we agreed, in part, to redeem (subject to the effectiveness of the Registration Statement) all of our currently outstanding Series A and Series B Preferred Stock in exchange for $350,000 cash and 870,000 shares of our common stock (the “Redemption”). 12

~~Nevertheless~~Our management has a legal and fiduciary duty to establish and maintain disclosure controls and control procedures in compliance with the securities laws, onincluding ~~March~~the 10requirements mandated by the Securities Exchange Act of 1934 (as amended, ~~2010~~the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Although our sole officer has substantial business experience, wehe ~~entered~~has ~~into~~no experience in managing a ~~Stock~~public ~~Purchase~~company. ~~Agreement~~The ~~with~~standards that ~~Andrew~~must ~~Vallozzi~~be ~~III~~met ~~pursuant~~for management to ~~which~~assess wethe ~~have~~internal ~~agreed~~control toover ~~sell~~financial reporting as effective are complex, and require significant documentation, testing and possible remediation to Mrmeet the detailed standards. ~~Vallozzi~~Because 1our ~~million~~sole ~~shares~~officer ofhas ~~Series~~no Bexperience with ~~Preferred~~the ~~Stock~~management inof ~~exchange~~a ~~for~~public ~~$35~~company,~~000,~~ ~~payable~~we ~~$1000~~may ~~per~~encounter ~~month~~problems ~~for~~or 35delays ~~months~~in ~~pursuant~~completing activities necessary to amake ~~promissory~~an ~~note~~assessment of our internal control over financial reporting, and disclosure. ~~The~~If ~~sale~~we iscannot ~~contingent~~assess onour ~~the~~internal ~~closing~~control ofover ~~the~~financial ~~Redemption.~~reporting as effective or provide adequate disclosure controls or implement sufficient control procedures, investor confidence and share value may be negatively impacted.

~~Unless~~We ~~otherwise~~may ~~provided,~~become ~~all~~subject ~~of the share numbers and per share prices in this prospectus give effect~~ to aproduct ~~forward~~liability ~~stock split approved by written consent of more than a majority of our security holders~~claims, on February ___, 2010. Upon the effectiveness of the forward stock split, each share of our common stock outstanding prior to the Merger will receive an additional 1000 shares of our common stock. In thewhich ~~same~~could ~~written~~harm ~~consent, more than a majority of~~ our ~~security~~financial ~~holders~~condition ~~also approved increasing our authorized common stock to 1 billion shares. We anticipate that the forward stock split~~ and ~~increase~~liquidity inif ~~authorized~~we ~~common~~are ~~stock~~not ~~will~~able ~~be effected twenty days after mailing~~ to ~~our~~successfully ~~security~~defend ~~holders~~or aninsure ~~information~~against ~~statement~~such ~~in compliance with Regulation 14C under the Securities Exchange Act of 1934, as amended~~claims.

21We may become subject to product liability claims, which could harm our business, prospects, operating results and financial condition. While we believe that the claims are most likely to be made for damage to EVs arising from defects in or inadequate maintenance of our charging stations, we could be exposed to claims for personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our company and its business, and have a material adverse effect on our business, prospects and operating results. We presently self-insure against the risk of product liability claims. We may not be able to secure product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under a policy.

We are obligated to develop and maintain proper and effective internal control over financial reporting. We may not be able to establish and maintain an effective system of internal control, complete our analysis of our internal control over financial reporting in a timely manner or internal controls may not be determined to be effective. If we fail to do so, we may not be able to report our financial results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the price of Offered Securities.

We are required, pursuant to Section 404 of Sarbanes-Oxley, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued a on the effectiveness of our internal control over financial reporting.

Complying with Section 404 requires a rigorous compliance program as well as adequate time and resources. As a result of limited management time, we may not be able to complete our internal control evaluation, testing and any required remediation in a timely fashion. Additionally, if we identify one or more material weaknesses in our internal control over financial reporting, we may be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of the Offered Securities.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result of our small size insufficient manpower, we may have and may continue to have internal control deficiencies may adversely affect our financial condition, results of operations and access to capital. We have carried out an evaluation under our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period ended June 30, 2014, and have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

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A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of June 30, 2014, our internal controls over financial reporting were not effective at the reasonable assurance level:

(i)

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of Sarbanes-Oxley, which is applicable to us for the year ended June 30, 2014. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

(ii)

We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management has evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

(iii)

We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

(iv)

We have determined that our oversight over our external financial reporting and internal control over our financial reporting is ineffective.

Risk Factors Related to Ownership of the Offered Securities

One shareholder holds 2,180,000 shares of Series D Preferred Stock, through which he has approximately 86.2% of voting power of the Company and may authorize or prevent corporate actions to the detriment of other shareholders.

One shareholder, who is our president and sole director, holds approximately 86.2% of the voting power of the Company. Accordingly, he has power to control all matters requiring the approval of the shareholders, including the election of directors and the approval of mergers and other significant corporate transactions. His interests could conflict with the interests of other shareholders.

Our Common Stock is quoted on the OTCQB tier of quotations maintained by OMG, which may limit the liquidity and price of the Common Stock more than if it were quoted or listed on a national securities exchange.

The Common Stock is quoted on the OTCQB tier of quotations maintained by OMG (“OTCQB”), which provides a significantly more limited market and may limit the liquidity and price of the Common Stock more greatly than would be the case if it were listed or quoted on a national securities exchange. Some investors may perceive the Common Stock to be less attractive because it is quoted on OTCQB. In addition, as a company whose shares are thus quoted, we may not attract the extensive analyst coverage that is received by companies listed or quoted elsewhere. Further, institutional and other investors may have investment guidelines that restrict or prohibit their investing in securities that are not quoted on a national securities exchange. These factors may have an adverse impact on the trading and price of the Common Stock and a long-term adverse impact on our ability to raise capital.

We may not be able to comply with the requirements for continued quotation on OTCQB.

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Our continued quotation on OTCQB requires that we meet requirements prescribed by OMG. The most important of these are that (i) the Common Stock meet an ongoing minimum bid price test of $0.01 per share as of the close of business for at least one of every 30 calendar days (the “Bid Price Test”), (ii) we may not be subject to bankruptcy or reorganization proceedings, (iii) we post current SEC disclosure on the SEC’s EDGAR website, (iv) we post on the OMG website an annual certification and (v) we pay an annual fee to OMG. If we were to fail to meet these requirements, our Common Stock would be quoted of a lower tier maintained by OMG called “OTC Pink.” Our Common Stock currently meets the Bid Price Test, but no assurance can be given that it will continue to do so. In that regard, shareholders should note that the Company the sale of the 700,000,000 shares of Common Stock offered by this Prospectus is likely adversely to affect the price of the Common Stock, such that its price could be substantially much lower than $0.01 per share.

The Company may not attract the attention of major brokerage firms.

Securities analysts of major brokerage firms may not provide coverage of the Company since there is little incentive to brokerage firms to recommend the purchase of the Common Stock. There is no assurance that brokerage firms will be interested in conducting secondary offerings on behalf of the Company or in privately placing the Company’s securities with their customers.

The market price of the Common Stock may decrease due to factors beyond our control.

The securities markets, and in particular the market for securities quoted on OTC Pink or OTCQB, have from time to time experienced extreme price and volume fluctuations which have often been unrelated to the financial performance of the companies listed or quoted thereon. These fluctuations may adversely affect the market price of the Common Stock and make it more difficult for the Company to sell equity, or equity-related securities at a price that the Company deems appropriate.

The market price of the Common Stock may also fluctuate significantly in response to a number of factors, many of which are unpredictable or beyond our control, regardless of our actual performance. Among these factors are: variations in our quarterly operating results; changes in general economic conditions; changes in market valuations of similar companies; announcements by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments; loss of a major supplier, customer, partner or joint venture participant post-merger; and the addition or loss of key management personnel. As a result, holders of Common Stock may be unable to sell their shares, or may be forced to sell them at a loss.

The market price for the Common Stock may be particularly volatile given the Company’s status as a relatively unknown company the shares of which have been and may continue to be thinly traded, and that has a limited operating history, a lack of profits and an uncertain future. Investors may be unable to sell the Common Stock at or above their purchase price, which may result in substantial losses. The market price may also be materially and adversely affected when the 700,000,000 shares of Common Stock into which shares of Series D Preferred Stock will be converted are offered and sold in the public markets.

The market for the Common Stock may be subject to significant price volatility for the indefinite future for a number of reasons. The Common Stock has historically been very thinly traded and such trading has been extremely limited, sporadic and highly volatile. If this level of activity persists, the trading of relatively small quantities of shares may disproportionately affect their price. Also, the price for the Common Stock could decline precipitously in the event that a large number of shares were offered or sold without commensurate demand. In addition, the Common Stock is a speculative or “risky” investment due to the Company’s limited operating history, the Company’s lack of profits and its uncertain future. As a consequence, investors may be inclined to sell their shares more quickly and at lower prices than would be the case with the stock of a less risky issuer. We can make no predictions as to the future prices for shares of the Common Stock.

In light of the facts that there are only 155,892 shares of Common Stock that can be traded in the public markets and that trading in the Common Stock has been sporadic, we believe that there is not an effective public for the Common Stock or that dealer quotation for these shares will necessarily continue at their present levels.

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In addition, the shares of Series D Preferred Stock offered by this Prospectus are expected to be converted into 700,000,000 shares of Common Stock on or about February 5, 2015, upon the occurrence of the Automatic Conversion Event. The sale of these shares is likely to depress the market price for the Common Stock.

No Dividends. The Company does not intend to pay cash dividends for the foreseeable future and investors must rely on increases in the market price of the Common Stock for returns on their investment. Investors seeking cash dividends should not purchase the Offered Securities.

For the foreseeable future, the Company intends to retain its earnings, if any, to finance the development and expansion of our business, and the Company does not anticipate paying cash dividends on the Common Stock. Accordingly, investors must be prepared to rely on sales of their Common Stock, after any price appreciation, to earn an investment return, but no assurance can be given that the price of the Common Stock will appreciate or, if it does, that it will remain at or rise above the level to which it has appreciated.

The Company will be subject to penny stock regulations and restrictions and investors may have difficulty selling shares of the Common Stock.

The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The Company expects that initially and for an undeterminable period, the Common Stock will be a “penny stock,” and that transactions in the Common Stock will be subject to Rule 15g-9 under the Exchange Act, or the so-called “Penny Stock Rule,” which imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouses). For transactions subject to Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to effectuate trades in or sell, and in turn the ability of shareholders to sell, the Common Stock.

For any transaction involving a penny stock, unless exempt, a disclosure schedule prepared by the SEC relating to the penny stock market must be delivered prior to any transaction. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information as to the limited market for penny stock.

There can be no assurance that the Common Stock would qualify for exemption from the Penny Stock Rule. In any event, even if the Common Stock were to be exempt from the Penny Stock Rule, Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest, would be applicable.

Since the Company will be an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statements will not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, since the Company will be an issuer of penny stock, it will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could adversely affect our financial condition.

The Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

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Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for the Common Stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company. The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Until the Merger, the Company was a shell company and, while we believe that a result of the Merger, the Company ceased to be a shell company, the SEC and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

(i)

the issuer of the securities that was formerly a shell company has ceased to be a shell company,

(ii)

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

(iii)

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

(iv)

at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Although the Company has filed Form 10 Information with the SEC in the Company’s Current Report on Form 8-K filed on October 29, 2014, shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

The Company will incur substantial costs as a result of being a public company, which could affect our profitability and operating results.

The Company is obligated to file annual, quarterly and current reports, proxy and information statements and other reports with the SEC pursuant to the Exchange Act. In addition, Sarbanes-Oxley and the rules thereunder implemented by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) have imposed various requirements on public companies. The Company expects these rules and regulations to increase its legal and financial compliance costs and to make some of our activities more time-consuming and costly. The Company expects to spend at least $50,000, and perhaps substantially more, in legal and accounting expenses annually to comply with the Company’s reporting obligations and Sarbanes-Oxley. These costs could affect our profitability and our results of operations. As indicated below, the so-called “Jobs Act” has relieved the Company of certain obligations with respect to reporting.

The JOBS Act has reduced the information that the Company is required to disclose, which could adversely affect the price of the Common Stock.

Under the Jumpstart Our Business Startups Act (the “Jobs Act”), the information that the Company is required to disclose has been reduced in a number of ways.

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As a company that had gross revenues of less than $1 billion during the Company’s last fiscal year, the Company is an “emerging growth company,” as defined in the Jobs Act (an “EGC”). The Company will retain that status until the earliest of (A) the last day of the fiscal year which the Company has total annual gross revenues of $1,000,000,000 (as indexed for inflation in the manner set forth in the Jobs Act) or more; (B) the last day of the fiscal year of following the fifth anniversary of the date of the first sale of the Common Stock pursuant to an effective registration statement under the Securities Act, (C) the date on which the Company has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or the date on which the Company is deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor thereto. As an EGC, the Company is relieved from the following:

•

The Company is excluded from Section 404(b) of Sarbanes-Oxley, which otherwise would have required the Company’s auditors to attest to and report on the Company’s internal control over financial reporting.

•

The JOBS Act also amended Section 103(a)(3) of Sarbanes-Oxley to provide that (i) any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or changes to the auditor’s report to include auditor discussion and analysis (each of which is currently under consideration by the PCAOB) shall not apply to an audit of an EGC and (ii) any other future rules adopted by the PCAOB will not apply to the Company’s audits unless the SEC determines otherwise.

•

The JOBS Act amended Section 7(a) of the Securities Act to provide that the Company need not present more than two years of audited financial statements in an initial public offering registration statement and in any other registration statement, need not present selected financial data pursuant to Item 301 of Regulation S-K for any period prior to the earliest audited period presented in connection with such initial public offering. In addition, the Company is not required to comply with any new or revised financial accounting standard until such date as a private company (i.e., a company that is not an “issuer” as defined by Section 2(a) of Sarbanes-Oxley) is required to comply with such new or revised accounting standard. Corresponding changes have been made to the Exchange Act, which relates to periodic reporting requirements, which would be applicable if the Company were required to comply with them.

•

As long as the Company is an EGC, the Company may comply with Item 402 of Regulation S-K, which requires extensive quantitative and qualitative disclosure regarding executive compensation, by disclosing the more limited information required of a “smaller reporting company.”

•

The JOBS Act also exempts the Company from the following additional compensation-related disclosure provisions that were imposed on U.S. public companies pursuant to the Dodd-Frank Act: (i) the advisory vote on executive compensation required by Section 14A(a) of the Exchange Act, (ii) the requirements of Section 14A(b) of the Exchange Act relating to shareholder advisory votes on “golden parachute” compensation, (iii) the requirements of Section 14(i) of the Exchange Act as to disclosure relating to the relationship between executive compensation and our financial performance, and (iv) the requirement of Section 953(b)(1)of the Dodd-Frank Act, which requires disclosure as to the relationship between the compensation of the Company’s chief executive officer and median employee pay.

Section 102(b)(1) of the JOBS Act provides that, as an emerging growth company, the Company (A) need not present more than 2 years of audited financial statements in order for the Company’s registration statement with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement that it files with the SEC, the Company need not present selected financial data prescribed by the SEC in its regulations for any period prior to the earliest audited period presented in connection with the Company’s initial public offering; and (B) may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of Sarbanes-Oxley is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers. The term “issuer” generally means any person who issues or proposes to issue any security, an issuer the securities of which are registered under section 12 of the Exchange Act or that is required to file reports under section of the Exchange Act, or that files or has filed a registration statement that has not yet become effective under the Securities Act and that it has not withdrawn. While the Company is permitted to opt out of these provisions, the Company has not done so and does not intend to do so. As a result, our financial statements may not be comparable to companies that that elect to opt out of these provisions.

As a result of such reduced disclosure, the market price for the Offered Securities may be adversely affected.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Prospectus that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Prospectus may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of our products and services, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time associated with development of various aspects of our business and related insufficient cash flows and resulting illiquidity, our inability to expand our business, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Prospectus appears in the section captioned “Risk Factors” and elsewhere in this Prospectus.

USE OF PROCEEDS

The selling shareholders will receive all of the proceeds from the sale of the Offered Securities offered by them under this Prospectus. The Company will not receive any of these proceeds.

SELLING SHAREHOLDERS

The selling shareholders may offer shares of Series D Preferred Stock and shares of Common Stock from time to time in one or more offerings under this Prospectus, provided that the sum of the number of shares of Series D Preferred Stock sold multiplied by 2,000 plus the number of shares of Common Stock sold shall not exceed 700,000,000. All of the shares of Series D Preferred Stock were acquired by the selling shareholders in the Private Placement. None of the selling shareholders is a broker-dealer.

The following table sets forth the name of each selling shareholder, the number of shares Common Stock deemed owned by it before this offering, the number of shares that may be offered by it for resale under this Prospectus and the number of shares to be owned it after this offering is completed, assuming that all of the shares offered by each of them are sold. However, because each selling shareholder may offer all, some or none of the shares that it holds, and because, based upon information provided to the Company, there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares that will be held by any selling shareholder after the offering can be provided.

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Name of selling shareholder	Amount of securities of the class owned by the selling shareholder before the offering¹		Amount of securities to be offered for the selling shareholder’s account¹		Percentage of the class to be owned by the selling shareholder after the offering is complete

Dixie Assets Management, Inc.²		200,000,000		200,000,000		0
Pharo Tesoro LLC³		202,000,000		202,000,000		0
Structured Acquisition Corp.⁴		98,000,000		98,000,000		0
American Capital Corp.⁵		200,000,000		200,000,000
TOTAL		700,000,000		700,000,000		0

Assumes the full conversion of the Seller’s shares of Class D Preferred Stock into shares of Common Stock. The number of shares of Series D Preferred Stock owned by each selling shareholder is as follows:

Name of selling shareholder		No. of shares owned
Dixie Assets Management, Inc.		100,000
Pharo Tesoro LLC		101,000
Structured Acquisition Corp.		49,000
American Capital Corp.		100,000

The natural person with voting and dispositive power for Dixie Assets Management, Inc. is Richard S. Astrom. Mr. Astrom served as president and sole director of the Company until October 27, 2014.

The natural person with voting and dispositive power for Pharo Tesoro LLC is Pamela Astrom, who is the spouse of Richard S. Astrom.

⁴

The natural person with voting and dispositive power for Structured Acquisition Corp. is Marlon Alvarez.

⁵

The natural person with voting and dispositive power for American Capital Corp.is Katarina Gaiton.

None of the Selling Shareholders is an affiliate of the Company.

PLAN OF DISTRIBUTION

Series D Preferred Stock

There is no public trading market for the Series D Preferred Stock and the Company does not intend to take measures that would cause one to develop. Accordingly, the Series D Preferred Stock will be sold only in privately negotiated transactions.

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Common Stock

~~Subject~~The Common Stock is quoted on and traded over OTCQB under the symbol “EVUS.” The Company is require to ~~preferences~~file, and has filed an application with OMG to have the Common Stock continue to be quoted on OTCQB, but cannot assure that it will be granted. In addition, the Company may not be ~~applicable~~able to ~~any~~comply ~~preferred~~with ~~stock~~the requirements ~~outstanding~~for atongoing quotation on that tier. See the ~~time,~~risk factor entitled “We may not be able to comply with the ~~holders~~requirements for ofquotation on OTCQB” on page 14. If the Common Stock ~~are~~fails ~~entitled~~to meet the standards for such quotation, it will be quoted on OTC Pink. The Company does expect that it will apply to ~~receive~~have ~~dividends~~the ~~out~~Common ofStock ~~legally~~listed ~~available~~on ~~assets~~a atnational ~~such~~securities ~~times~~exchange ~~and~~during the period in ~~such~~which ~~amounts~~Common asStock ~~our~~will ~~Board~~be ofoffered ~~Directors~~or ~~may~~sold ~~from~~pursuant ~~time~~to this Prospectus. The Company cannot predict the extent to which ~~time~~investor ~~determine~~interest in the Company will lead to the development of an active, liquid trading market. ~~Each~~Active ~~stockholder~~trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. There is ~~entitled~~no assurance as to ~~one~~the ~~vote~~price ~~for~~at ~~each~~which ~~share~~the ofCommon Stock will trade, as prices for the Common Stock ~~held~~in onany ~~all~~public ~~matters~~market ~~submitted~~which tomay adevelop ~~vote~~will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of ~~stockholders. Cumulative~~the ~~voting~~market for the Common ~~election~~Stock, investor perception of ~~directors~~us isand ~~not~~general ~~authorized.~~economic and market conditions.

~~Our~~The ~~Common~~selling ~~Stock~~shareholders ~~is not subject to conversion~~ or ~~redemption~~their ~~and~~respective ~~holders~~pledgees, ~~of Common Stock are not entitled to preemptive rights. Upon the liquidation~~donees, transferees ~~dissolution~~ or ~~winding~~other upsuccessors ofin ~~the~~interest ~~Company,~~will ~~the~~publicly ~~remaining~~offer ~~assets~~all ~~legally available for distribution to stockholders, after payment of claims~~ or ~~creditors~~a ~~and~~portion ~~payment~~ of ~~liquidation~~their ~~preferences,~~shares ifat ~~any,~~market onprices ~~outstanding~~prevailing ~~preferred stock, are distributable ratably among~~at the ~~holders~~time of ~~Common~~sale ~~Stock~~or ~~and~~privately ~~any~~at ~~participating~~negotiated ~~preferred~~prices. ~~stock~~The ~~outstanding~~selling atshareholders ~~that~~may ~~time.~~offer ~~Each~~their ~~outstanding~~shares ~~share~~at ofvarious ~~Common~~times ~~Stock~~in isone ~~fully~~or more ~~paid~~of ~~and~~the ~~nonassessable.~~following transactions:

~~Preferred~~• on any national securities exchange, or other market on which the Common Stock may be listed at the time of sale;

~~Our~~• ~~Board of Directors has the authority, without action by stockholders, to designate and issue preferred stock~~ in ~~one or more series. The Board of Directors may also designate~~ the ~~rights, preferences and privileges of each series of preferred stock, any or all of which may be greater than~~ over-the-counter rights of our Common Stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the Common Stock until the Board of Directors determines the specific rights of the holders of the preferred stock. However, these effects might include: (a) restricting dividends paid to the holders of shares of the Common Stockmarket; (b) diluting the voting power of the holders of shares of the Common Stock; (c) impairing the liquidation rights of holders of shares of the Common Stock and (d) delaying or preventing a change in control of the Company without further action by stockholders.

~~Series~~• Athrough ~~Convertible~~block ~~Preferred~~trades ~~Stock~~in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

~~Each~~• ~~share~~through ofpurchases ~~series~~by Aa ~~convertible~~broker ~~preferred~~or ~~stock~~dealer ~~entitles~~as ~~the~~principal ~~holder thereof to 25 votes on all matters, the right to convert each share into 25 shares of common stock~~ and aresale ~~liquidation~~by ~~preference~~such ofbroker ~~$500.00~~or ~~per~~dealer ~~share.~~for ~~Upon~~its ~~effectiveness~~account ofpursuant ~~the~~to ~~forward~~this ~~stock split described above, the voting preference shall increase by a factor of 1000.~~ Prospectus;

~~Series~~• Bin ~~Convertible~~ordinary ~~Preferred~~brokerage ~~Stock~~transactions and transactions in which the broker solicits purchasers;

~~Each~~• ~~share~~through ~~of series B convertible preferred stock entitles the holder thereof to two hundred fifty (250) votes on all matters~~options, ~~the~~swaps ~~right~~or to convert each share into two hundred fifty (250) shares of common stock and a liquidation preference of $500.00 per share. Upon effectiveness of the forward stock split described above, the voting preference shall increase by a factor of 1000. derivatives;

~~Warrants~~• in privately negotiated transactions; or

~~None.~~• in transactions to cover short sales.

22In addition, the selling shareholders may sell their shares of Common Stock that qualify for sale pursuant to Rule 144 under the Securities Act under the terms thereof rather than pursuant to this Prospectus if that rule becomes available for the sale of their shares.

~~Options~~The selling shareholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares upon terms and conditions that will be described in a supplement to this Prospectus. In effecting sales, brokers and dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling shareholders or, if any such broker-dealer acts as agent for the purchaser of such shares, from such purchaser in amounts to be negotiated. Such compensation may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share, and, to the extent such broker-dealer is unable to do so acting as agent for the selling shareholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling shareholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with such resales, broker-dealers may pay to or receive from the purchasers of such shares commissions as described above.

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~~Description~~The selling shareholders and any broker-dealers or agents that participate with the selling shareholders in sales of ~~Business~~the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.

In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

From time to time the selling shareholders may engage in short sales, short sales against the box, puts and calls and other hedging transactions the Common Stock, to the extent permitted by applicable law and regulations, and may sell and deliver shares in connection with such transactions or in settlement of securities loans. These transactions may be entered into with broker-dealers or other financial institutions. In addition, from time to time, if permitted by applicable law and regulation, the selling shareholders may pledge their shares under the margin provisions of their customer agreements with their respective broker-dealers. Upon delivery of the shares or a default by the selling shareholder, the broker-dealer or financial institution may offer and sell the pledged shares from time to time.

The selling shareholders, alternatively, may sell all or any part of the shares offered in this Prospectus through an underwriter. To the knowledge of the Company, no selling shareholder has entered into any agreement with an underwriter.

If a selling shareholder notifies the Company that it has a material arrangement with a broker-dealer for the resale of the Common Stock, the Company would be required to amend the registration statement of which this Prospectus is a part, and file a prospectus supplement to describe the agreements between the selling shareholder and the broker-dealer.

The Company has agreed to use its best efforts to keep this Prospectus effective until the earlier of (i) the date when all of the shares covered by the registration statement of which this prospectus is a part have been sold or (ii) the date on which these shares may be sold without restriction pursuant to Rule 144.

The Company has agreed to indemnify each selling shareholder and certain persons related or connected to each selling shareholder against certain liabilities, including liabilities under the Securities Act or, in the event that such indemnification is unavailable because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise), to contribute to the payments that the selling shareholder or such persons may be required to make in respect of such liabilities.

The Company has agreed to indemnify each of the selling shareholders, or their transferees or assignees, against certain liabilities, including liabilities under the Securities Act or to contribute to payments the selling shareholder or their respective pledgees, donees, transferees or other successors in interest, may be required to make in respect of such liabilities.

The Company is paying all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling shareholders, other than brokerage commissions or underwriter discounts.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

The Company’s Articles of Incorporation, as amended, provide for the issuance of 510,000,000 shares of capital stock, of which 500,000,000 are shares of Common Stock and 10,000,000 are preferred stock, issuable in series, of which 2,530,000 shares have been designated “Series D Preferred Stock.” The Company had previously designated, at various times, series of its preferred stock as “Series A Preferred Stock,” which comprised 5,000,000 shares, all of which were issued, “Series B Preferred Stock,” which comprised 5,000,000 shares, all of which were issued, and “Series C Preferred Stock,” the certificate of designation for which was incorrectly filed and withdrawn before the issuance of shares. All of the shares of the Series A Preferred Stock were surrendered and canceled in connection with the satisfaction of a condition precedent to the closing of the Merger Agreement. Since no shares of these two series were outstanding, the Company withdrew the certificates of designation relating thereto these series prior to the closing under the Merger Agreement. At this closing, all of the shares of Series B Preferred Stock were surrendered and subsequently canceled and the Company withdrew the certificate of designation relating to this series.

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Share Capital Structure

After giving effect to the issuance of Series D Preferred Stock in the Merger and the Private Placement, the surrender and withdrawal of the certificates of designation of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the issued and outstanding capital stock of the Company was 155,892 shares of Common Stock and 2,530,000 shares of Series D Preferred Stock. When the Series D Preferred Stock is converted into Common Stock, the Company will have 5,060,152,892 shares of Common Stock issued and outstanding. The Company presently has 499,844,108 authorized and unissued shares of Common Stock and 7,470,000 shares authorized and undesignated shares of preferred stock. The Company is required to take action to increase the number of authorized shares of Common Stock to provide for the full conversion of the Series D Preferred Stock by December 31, 2015, and, as previously described, expects to file a certificate of amendment to its articles of incorporation increasing the number of shares of authorized by 1,000,000,000 Common Stock, which is more than sufficient for such conversion on or about February 5, 2015.

Voting Power

The voting power of the Company on all matters presented to shareholders for their action is vested in the holders of the Common Stock and the Series D Preferred Stock, which vote together as a single class, except for certain matters on which the Series D Preferred Stock is entitled to vote separately as a single class. The holders of the 155,892 outstanding shares of Common Stock are entitled to cast one vote per share, or a total of 155,892 votes on any such matter and the holders of the 2,530,000 outstanding shares of the Series D Preferred Stock are entitled to cast a number of votes equal to the number of shares of Common Stock into which their share of Series D Preferred Stock are convertible, or 4,562,000,000 votes, on any such matter. Thus, the holders of Series D Preferred Stock as a group control the voting power of the Company; in addition, as noted elsewhere, one of these holders, Brian C. Howe, the Company’s president and sole director, has sufficient voting power to control the Company.

Description of Common Stock

The holders of Common Stock have voting power as set forth above. Generally, all matters to be voted on by shareholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of Common Stock, the Series D Preferred Stock and any other shares of capital stock issued in the future that entitled to vote as a class with the Common Stock, that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Except as otherwise provided by law, amendments to the Articles of Incorporation generally must be approved by a majority of the voting power of the Company’s shareholders. The Articles of Incorporation do not provide for cumulative voting in the election of directors. Subject to any preferential rights of any outstanding series of preferred stock created by the Board of Directors from time to time and the rights of the holders of Series D Preferred Stock to receive dividends as set forth below, holders of Common Stock will be entitled to such cash dividends as may be declared from time to time by the Board of Directors from funds available. Subject to any preferential rights of any outstanding series of preferred stock designated by the Board of Directors from time to time and the rights of the holders of Series D Preferred Stock set forth below, upon any voluntary or involuntary dissolution or winding up of the Company, the holders of Common Stock will be entitled to receive pro rata all assets available for distribution to such holders.

Description of Preferred Stock

The Board of Directors is vested with authority to divide the 10,000,000 shares of our authorized preferred stock into series and to fix and determine the relative rights and preferences of the shares of any such series. Once authorized, the dividend or interest rates, conversion rates, voting rights, redemption prices, maturity dates and similar characteristics of each series of preferred stock will be determined by the Board of Directors, without the necessity of obtaining approval of the shareholders. The only designated series of preferred stock outstanding is the Series D Preferred Stock, which series comprises 2,530,000 shares.

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Upon the consummation of the Merger, the Company issued 2,180,000 shares of Series D Preferred Stock as merger consideration to Brian C. Howe for his shares of Charging and upon the consummation of the Private Placement, issued 350,000 shares of Series D Preferred Stock in the Private Placement. Each share of Series D Preferred Stock is convertible into 2,000 shares of Common Stock, or a total of 5,060,000,000 shares of Common Stock, but the Company does not have sufficient authorized shares of Common Stock available for such conversion and the holders of these shares may, at their option, presently convert only up to 249,000 shares into up to 498,000,000 shares of Common Stock on a “first come – first served” basis. The Company is required by the provisions of the Series D Preferred Stock to take action by December 31, 2015, to authorize and reserve the full number of shares of Common Stock necessary for the conversion of the Series D Preferred Stock and the holders of the Series D Preferred Stock have sufficient power to vote for or consent to the requisite amendment of the Articles of Incorporation. As previously described, the Company has taken such action and expects to file a certificate of amendment to its articles of incorporation increasing the numbers of its authorized shares of Common Stock by 1,000,000,000 on or about February 5, 2015, upon which, the Automatic Conversion Event will occur.

The Series D Preferred Stock is not entitled to dividends unless the Company declares dividends in cash or property to holders of Common Stock, in which event, each share of Series D Preferred Stock shall at that time be entitled to receive an amount that shall be equal to the product of (A) the dividend per share of Common Stock then declared multiplied by (B) the number of shares of Common Stock into which such share of Series D Preferred Stock was convertible when such dividend was declared.

The Series D Preferred Stock is not redeemable by the Company or the holders thereof.

In the event of any voluntary or involuntary dissolution or winding up of the Company, shares of Series D Preferred Stock will share ratably with the shares of Common Stock as if the Series D Preferred Stock had been converted into Common Stock immediately prior to such event.

Shares of Series D Preferred Stock vote together with the shares of Common Stock as a single class, except on certain matters as to which they are entitled to vote separately under Nevada law. Each share of Series D Preferred Stock is entitled to one vote for each share of Common Stock into which it is convertible or a total of 5,060,000,000 votes for all of the shares of Series D Preferred Stock.

Anti-Takeover Effects of Provisions of Nevada State Law

We may be or in the future we may become subject to the “control share” provisions of the corporation law of the State of Nevada. A corporation is subject to these provisions if it has more than 200 shareholders of record, at least 100 of whom are residents of Nevada, and if the corporation does business in Nevada, including directly or through an affiliated corporation. This control share law may have the effect of discouraging corporate takeovers. As of the date of this Prospectus, the Company had 188 shareholders of record and conducted no business in Nevada.

The control share law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding voting shares that would be sufficient, but for the operation of the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less than one-third; (2) one-third or more but less than a majority; or (3) a majority or more. The ability to exercise this voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that an acquiring person, and those acting in association with such person, will obtain only such voting rights in the control shares as are conferred by a resolution of the shareholders of the corporation, approved at a special or annual meeting of shareholders. The control share law contemplates that voting rights will be considered only once by the other shareholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the shareholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not permanently become non-voting shares. The acquiring person is free to sell the shares to others. If the buyer or buyers of those shares themselves do not acquire a controlling interest, the shares are not governed by the control share law.

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If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, and shareholder of record, other than the acquiring person, who did not vote in favor of approval of voting rights, is entitled to demand fair value for such shareholder’s shares.

In addition, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our board of directors.

Warrants and Options

The Company has no warrants or options outstanding.

DESCRIPTION OF BUSINESS

Introduction

WeFor ~~were~~several ~~incorporated~~years inprior ~~Colorado~~to onthe ~~September 19~~Merger, ~~1983,~~the ~~under~~Company ~~the~~had ~~name~~no ~~Bugs~~operations, material ~~Inc~~assets or revenue and was a shell company., ~~for~~Upon the ~~purpose~~filing of ~~using~~articles ~~microbial~~of ~~and~~merger ~~other~~with ~~agents,~~the ~~including~~Secretary ~~metallurgy~~of State of the State of Illinois on October 27, 2014, pursuant to ~~enhance~~the ~~oil~~Merger Agreement, the Company acquired Charging as its wholly owned subsidiary, ceased being a shell company and ~~natural~~became ~~gas~~a ~~production~~development stage company engaged in the business described below. We have organized, have an office and have taken steps to ~~facilitate~~develop ~~the~~our ~~recovery~~business by seeking sources of ~~certain~~our ~~metals~~products and their associated services are seeking commercial and residential customers for our products and services. ~~For~~We are ~~the~~actively ~~past~~pursuing and have contacted owners of several ~~years~~commercial office locations and parking structures, but, while we have received ~~had~~indications noof ~~revenue~~interest, ~~and~~we have ~~been~~not aentered ~~shell~~into ~~company~~any contracts with them. We are constructing a website.

OnOur ~~January~~long-term ~~26,~~goals ~~2010,~~are ~~we consummated the merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC (collectively, the “Milwaukee Iron” or “Iron”) pursuant~~ to ~~which~~continue the ~~Iron~~development ~~merged~~of with and into our wholly-owned subsidiary, Genesis Capital Acquisition Corp. (“Genesis Sub”), as previously disclosed in our Current Report on Form 8-K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010 (the ~~“Merger”). After the Merger, our~~ business conducted ~~operations~~by ~~consist~~Charging ~~of those of the Iron. Upon the closing of the Merger, we amended our articles of incorporation to change our name to Milwaukee Iron Arena Football, Inc.~~ and ~~amended the articles of incorporation of Genesis Sub~~ to ~~change~~become ~~its name to Milwaukee Iron Arena Football Club, Inc. Prior to the consummation of the Merger, we were~~ a ~~non-operating~~significant ~~shell~~factor ~~company~~in ~~with no revenue and minimal assets. As a result of~~ the ~~Merger,~~electric wevehicle ~~are~~charging ~~no longer considered a shell company~~market.

The Milwaukee Iron are a member team of the Arena Football One (“AF1” or the “League”), a professional arena football league. The Iron play their home games at the Bradley Center, a sports and entertainment venue in downtown Milwaukee. Arena football is played in an indoor arena on a padded 50 yard long football field using eight players on the field for each team. Most of the game rules are similar to college or other professional football game rules with certain exceptions intended to make the game faster and more exciting. Business

~~Overview~~We will provide electric vehicle (“EV”) charging services and charging stations, enabling EV drivers to recharge their vehicles easily at commercial locations or in their own garages. Our headquarters are in Chicago, Illinois. We will initially provide our products and services in the metropolitan Chicago area and plan to expand nationally, starting in the Midwest, as business opportunities are found and as our financing permits. We perceive, but cannot assure, that there will be an increasing demand for our products and services.

~~The~~We ~~Iron~~plan ~~began~~to ~~play~~develop inour ~~2009~~business inby ~~the~~acquiring ~~AF2~~charging ~~(the~~stations from ~~“af2”),~~manufacturers ~~which~~and ~~was~~by ~~the~~entering ~~developmental~~into ~~league~~contracts offor, ~~the~~their ~~now~~installation ~~defunct~~and ~~Arena~~operation ~~Football~~at ~~League~~public ~~(the~~locations, ~~“AFL”).~~such ~~The Iron were announced~~ as angas ~~af2~~stations, shopping ~~expansion~~malls ~~team~~and inpublicly ~~March~~owned ~~2008~~or ~~when~~privately ~~the~~operated ~~team’s~~parking ~~ownership~~lots ~~group~~and ~~confirmed~~structures, anand ~~agreement~~at toprivate ~~play~~locations, atsuch ~~the~~as ~~Bradley~~residences and ~~Center.~~other ~~The~~non-public ~~Iron~~areas ~~signed~~where ~~the~~EVs ~~three-year~~are ~~lease~~parked. inWe ~~August~~plan ~~2008~~ to begin ~~play~~hiring ~~for~~sales ~~the~~and ~~2009 season.~~project ~~However,~~management ~~the~~personnel ~~af2~~in ~~ceased operations after~~ the ~~2009~~near ~~season~~future.

~~Thereafter~~Table ~~the Iron became a member team~~ of ~~the~~Contents newly created AF1, whose inaugural season begins in 2010. Gary Compton was the Head Coach in 2009, a former member of the Milwaukee Mustangs of the AFL, as well as the 2001 AFL Iron Man of the Year. His contract was not renewed for the 2010 season. On October 13, 2009, the Iron named Green Bay Blizzard 25

23We will offer various options for charging stations and services. For public locations, we plan to offer (i) a comprehensive turnkey program where we will own and operate the charging station, manage installation, maintenance, network connectivity and related services and (ii) a program under which we and the owners and lessees of property share in the cost of the system, installation expenses of installing, operating and managing charging stations at agreed locations and network connectivity. In both cases, we will share a portion of the EV charging revenue with the property owner, but our share thereof will be higher in the first case. For residences and properties interested in purchasing and owning charging stations, we will provide the systems, make site and/or installation recommendations, make connections to a network, and provide management and maintenance services for a fixed monthly subscription fee based upon a fixed number of charges or on a per charge basis.

~~head~~One ~~coach,~~of ~~Bob~~our ~~Landsee~~strategies will be to find large locations, such as shopping malls and parking lots and structures, and contract for the ~~Iron’s~~installation ~~second~~of ~~head~~one ~~coach~~or a very few charging stations. ~~The~~We ~~Green~~believe that ~~Bay~~the ~~Blizzard~~installation ~~are~~of small numbers of charging systems at a ~~member~~location ~~team~~is likely to create a demand for more. We thus believe that it is more important to install a few charging stations at many locations, rather than installing a large number of ~~the~~charging stations ~~Indoor~~at ~~Football~~a ~~League~~few locations. We will be able to monitor the usage of charging stations at each location and, as a market develops, increase the number of charging stations installed.

~~With~~The ~~the~~principal ~~return~~components of ~~elite~~a ~~level~~charging ~~Arena~~station ~~Football~~are ~~to the city of Milwaukee, the Iron need to continue to develop~~ a ~~core fan~~charger, which ~~sponsorship~~draws and ~~season~~processes ~~ticket~~electricity ~~holder~~so ~~base.~~that ~~With~~it ~~limited~~is ~~marketing~~usable ~~and~~to ~~advertising~~charge ~~dollars~~an atEV’s ~~our disposal for 2010~~battery, a ~~grass~~networking ~~roots-focused~~unit, ~~campaign~~which ~~must~~authorizes payment befor ~~implemented~~charges ~~utilizing corporate partnership opportunities~~ and ~~relationships~~transmits ~~for~~other ~~exposure.~~information ~~Corporate~~over ~~partnerships~~the ~~will include~~internet, ~~whenever possible,~~a ~~media~~charging ~~conversions~~cable, towhich ~~take~~connects ~~advantage of~~ the ~~advertising~~charger ~~already~~to inthe ~~place~~EV’s electrical bysystem, ~~those corporate partners. Each~~ and ~~every~~a ~~decision~~post ~~made~~or ~~will~~other bemeans aof ~~cost-conscious~~attaching ~~one~~the asassembled wecharger, ~~make~~networking ~~the~~unit ~~jump~~and cable to the ~~elite~~ground ~~level~~or ~~of the AF1~~a building.

~~The~~There ~~new~~are ~~AF1~~currently ~~league~~three ~~debuts~~types ~~in April 2010 in 15 communities, including seven cities that hosted teams in the AFL. AF1 in December 2009 purchased the assets~~ of ~~the~~charging AFL in a deal approved by a judge overseeing the AFL’s Chapter 11 bankruptcy proceedings. The reported $6.1 million sale included all team names, logos, records, film and video libraries, and other assets from the AFL. stations:

~~AF1~~• Level 1 – Level 1 charging stations, which operate on either 110/120 or 220/240 volts, vary substantially in charging capacity, but typically require from about 12 to 24 hours for a full recharge. A system of this kind is typically installed at a ~~mix~~residence or other location where the time for recharging is not an important factor. The cost of ~~former~~a ~~AFL~~recharge ~~and~~depends ~~af2~~principally ~~teams~~on the cost of electricity where the charging station is installed. ItFor ~~will~~example, ~~operate~~at asthe rate of $0.12 per kilowatt-hour, a ~~single~~Nissan ~~entity~~LEAF®, ~~with~~which ~~all~~has ~~players~~a ~~and~~driving ~~coaches~~range ~~considered~~of ~~league~~about ~~employees~~100 miles, would cost about $2.88 for a full recharge, or less than $0.03 per mile. The ~~league~~cost ~~also~~of ~~hopes~~a itLevel ~~will~~1 ~~have~~charging ~~lower~~station ~~costs~~and ~~with~~its ~~centralized~~and ~~purchasing,~~installation ~~insurance~~will range between approximately $200 and ~~marketing~~$500. These systems may be connected to a network if their owners desire, such as in the event that such owners permit others to use them for a fee that is paid by credit card.

~~Strategy~~• Level 2 – Level 2 charging stations, which operate on 220/240 volts, deliver a driving range of up to 24 miles per hour of charging (depending on amperage). A Level 2 charging station requires from about 2 to 8 hours to recharge a fully discharged battery, depending on battery size and the charging capacity of the charging station. A system of this kind is typically installed in a location where an EV owner is willing to wait for a recharge, such as a shopping center or a movie theater. The cost of a recharge is fixed by the owner of the charging station and will typically be between approximately $1.00 and $ 2.00 per hour. The cost of a charging station and its installation will range between approximately $5,000 and $8,000. These systems will almost always be connected to a network.

~~Plan~~• Level 3 – Level 3 charging stations, which operate on 480 volts, deliver a driving range of ~~Operations~~up to 150 miles per hour of charging. A Level 3 charging station requires from approximately 30 to 60 minutes to recharge a fully discharged battery, depending on the vehicle battery size and the charging capacity of the charging station. A system of this kind is typically installed in a location where low charging time is a significant factor, such as along superhighways. The cost of a recharge is fixed by the owner of the charging station and will typically be between approximately $15 and $25. The cost of a charging station and its installation will range between approximately $35,000 and $60,000. These systems will almost always be connected to a network.

~~Our~~The ~~strategy~~range atof ~~the~~costs ~~League~~for ~~level~~a ischarging tostation ~~participate~~and ~~through~~its ~~the~~installation is ~~operation~~based ofprimarily ~~the~~on ~~Iron~~installation ~~and~~costs, ~~the~~which ~~League~~will invary ~~what~~substantially webecause ~~believe~~of ~~will be~~ the ~~continued~~distance ~~growth~~ of the ~~AF1~~charger ~~which in turn is expected to result in increased revenue to us~~ from: ~~(i)~~a ~~national~~power ~~(League) and regional (team) broadcast contracts~~source, conditions ~~(ii)~~at ~~national~~the ~~League~~installation ~~sponsorship contracts~~site, ~~(iii)~~ the ~~sale~~costs of ~~additional~~materials ~~team~~required ~~memberships~~for ininstallation ~~the League~~and, ~~and~~in ~~(iv) increased~~the ~~fan~~case ~~attendance~~of atLevel ~~AF1~~3 ~~games including Iron games~~chargers, ~~together~~the need ~~with~~to ~~appreciation~~establish ina ~~the~~480-volt ~~value~~power ofsource ~~the~~if ~~Iron~~none asis ~~an AF1 team~~present.

AtThe charging stations that we will offer will be compatible with EVs sold in the ~~team~~United ~~level~~States, ~~our~~including ~~strategy~~the isTesla toModel ~~increase~~S®, Nissan ~~fan~~LEAF®, ~~attendance~~Chevy atVolt®, ~~Iron~~BMW ~~home~~i3® and ~~games~~i8®, ~~expand~~Mitsubishi ~~our~~i-Miev®, Toyota ~~advertising~~Prius ~~and~~Plug-In®, ~~sponsorship~~Honda ~~base~~Fit EV®, and ~~contract~~Toyota Rav4 ~~with~~EV®, ~~additional~~as ~~local~~well ~~and~~as ~~regional~~many ~~broadcasters~~others toscheduled ~~broadcast~~for ~~Iron~~release ~~games.~~over the next few years.

WeTable ~~believe that fan attendance will increase based upon the game winning success (if any)~~ of ~~the~~Contents Iron in the AF1 and by increasing media exposure. Game winning success requires the ongoing recruitment of superior players. In order to recruit players, we employ a recruiting team which include our head coach and Director of Player Personnel. In order to increase media exposure and expand our sponsorship base, we call upon the media, corporate sponsors and other Milwaukee area organizations. We also call upon local businesses to solicit advertising and sponsorship funds on behalf of the Iron. We also intend to participate in a number of charitable events during the year as a part of a community relations and recognition program and maintain Internet website www.mkeiron.com. We may also employ part-time telemarketing personnel to assist in ticket sales. 26

24EV charging fees for owners of charging stations are based either on an hourly rate or a per-kilowatt-hour rate, and are calculated based on a variety of factors, including local electricity tariffs, strength of location, competitive conditions and services and the prices of gasoline and other vehicle fuels. State regulation will affect our fee structure: we will charge customers by the kilowatt-hour for services in energy deregulated states and hourly for services in energy regulated states so as not to be treated as a regulated public utility. California, Colorado, Florida, Hawaii, Maryland, Minnesota, Oregon, Virginia and Washington have determined that companies that sell EV charging services to the public will not be regulated as utilities and therefore, if we operate in these states we will charge based on kilowatt usage. Individual state determinations are not binding on any other regulator or jurisdiction. Other jurisdictions are considering similar determinations.

~~Our~~Charging ~~strategy~~stations ~~also~~are ~~includes~~connected ~~maintaining~~to a network by cable or wirelessly. Connection to a network enables billing for public and ~~building~~private ~~community~~charging ~~support~~and may provide information to the owner of the charging station and the network operator that may be used, for example, ~~and~~to ~~recognition~~reward an EV owner who shops at a store with credit towards charging fees based on his level of spending or other factors. There are several established independent networks, ~~the~~such ~~team~~as Blink Network, Chargepoint, and NRG eVgo, and some EV manufacturers, such as Tesla and Nissan, operate their own networks or offer cards or tokens with the purchase of an ~~ongoing~~EV ~~valuable~~that ~~entertainment~~enable ~~institution~~its inowner to charge it at charging stations that use independent networks. The independent networks provide interfaces for smartphones and tablets that enable an EV owner to locate charging stations, determine whether a charger is available and make reservations, determine the ~~local~~type ~~Milwaukee~~of ~~area~~charger offered, show the charging status for their EV and ~~throughout~~authorize payment of charging fees. Independent networks have developed by creating relationships across multiple business sectors including multi-family residential and operators of various properties, parking garages, such as shopping malls, retail parking, drug stores, restaurants, educational institutions, hotels, theaters, turnpike commissions and municipalities. We expect to pay network providers $250 per charging station per year initially, but believe that we will be able to obtain better pricing as the ~~state~~volume of ~~Wisconsin~~our business increases. We are negotiating contracts with network operators.

InWe ~~2009~~plan ~~the Iron’s revenue suffered due~~ to ~~the~~concentrate ~~lack~~on ~~of ticket and sponsorship~~ sales. ~~This was due to the economic situation as well as the lack~~ of ~~“awareness”~~Level in2 ~~the Milwaukee market of both the League (AF2)~~ and ~~the~~Level ~~Milwaukee~~3 ~~Iron brand~~charging stations. ~~To address this issue in 2010 it is our intention to add additional personnel in three key areas:~~

•Our ~~Director~~revenues ~~of Ticket Sales - This function~~ will ~~develop~~be ~~and~~derived ~~implement~~primarily aderived ~~plan~~from ~~to increase both season tickets as well as individual game~~ sales. ~~This position will also manage group sales and have the manager~~ of ~~group~~charging stations, ~~ticket~~installation ~~sale~~fees, aspublic aEV ~~direct~~charging ~~report.~~services, Ingovernment ~~addition~~grants, ~~this~~state ~~position will manage~~ and befederal ~~responsible~~rebates, ~~for the telemarketing effort. • Director of Marketing/Sponsorship - This function will develop~~ and ~~implement~~marketing ~~the plan to increase sponsorship revenues as well as assure their proper execution~~incentives. ~~• Director of Media Services - This function will develop and execute the public relations and media relations plan to ensure that we are on the forefront of articles and press.~~

These additional positions will add $125,000 to the operating budget of previous year.

We also plan to invest more in advertising and marketing for the 2010 year. This will be done to increase the awareness of the League as well as the Milwaukee Iron brand. It will be assisted by the recent announcement of a weekly, nationally televised game on the NFL Network. We will employ a strategy of increasing our media weight by “partnering” with media outlets to create “promotions”. We will also enhance our website to ensure a more user-friendly, informative and interactive site.

We also intend to expand through the Bradley Center, local retail outlets, and our website, a new merchandising program. This will allow fans a more friendly and progressive environment to purchase team branded apparel.

We expect to add under our marketing division two new departments:

• Community Outreach - This department’s main focus will be working with non-profit community based organizations to generate interest and revenues. • Kids Club (Rusty’s Corral) - This department’s sole function is to interest younger children in participating with the team utilizing our players and team mascot. This should continue to pay benefits in subsequent years.

These efforts should add $25,000 in expenses over previous year’s expenses. We expect our revenue for the 2010 year to consist primarily of ticket sales followed by sponsorship sales, with the balance coming from player and dancer tryouts, merchandise and fan clubs.

History

Arena Football League

The Arena Football League (“AFL”) was an indoor American football league founded in 1987 by Jim Foster. It was played indoors on a smaller field than American football, resulting in a faster-paced and higher-scoring game. The sport was invented in the early 1980s and patented by Foster, a former executive of the United States Football League and the National Football League. The AFL would play 22 seasons from 1987 to 2008 before mounting debt and financial losses caused the league’s owners to cancel the 2009 season and develop a new long term economic strategy.

On August 4, 2009, the AFL released a statement announcing that while the league is not folding, it has suspended operations indefinitely. Nevertheless, several of the AFL’s creditors pressured the league into filing for Bankruptcy and on August 7, 2009, the AFL filed for Chapter 7 liquidation, though converted on August 26, 2009 to a Chapter 11 reorganization.

On November 25, 2009, all assets of the AFL were auctioned off to AF1, the approved stalking horse bidder (i.e., an interested buyer chosen by a bankrupt company to make an initial bid on its assets) with a starting bid of $2.5 million. At a hearing on December 7, 2009, the U.S. Bankruptcy Court in Chicago approved the Order of Sale of AFL assets to AF1 for $6.1 million.

Despite the AFL’s financial challenges, it remained a popular spectator sport. The average attendance in the 1990s for AFL games were around 10,000-11,000 per game, dropping below 10,000 thorough 2004, and above 12,000 through 2007. Eleven of the seventeen teams in operation in 2007 had average attendance figures over 13,000. In 2008, the overall attendance average increased to 12,957, with 8 teams exceeding 13,000 per game.[31]

AF2

AF2 (“af2”) was the developmental league of the AFL founded in 1999. It played its first season in 2000 and ceased operations in 2009. The AF2 continued to operate while the AFL had suspended operations. However, because of legal issues regarding the dissolution of AFL, AF2 was effectively disbanded in September 2009 when no team committed to playing in 2010.

Because the AFL had ceased 2009 operations and later ceased all operations indefinitely, the af2 board of directors began working to create a new arena football league. The AFL owned a majority of af2 and thus the remaining af2 owners were reluctant to fund operations and the league because of the uncertainty surrounding AFL’s bankruptcy.

Like most other minor sports leagues, the AF2 existed to develop football players and also to help players adapt to the style and pace of arena football. In addition, the AF2 was similar to other minor leagues because AF2 teams played in smaller cities and smaller venues. While the AFL was played in cities like Los Angeles, New York City, Philadelphia, Dallas, and Chicago, the AF2 fielded teams in cities which are part of metropolitan statistical areas ranging in size from Milwaukee (with 1,739,497 residents) to Albany, Georgia (with 164,000 residents).

The league’s teams were divided into two conferences, the American and National Conferences. The conferences were further subdivided into three divisions each. Each division represented a region of the country in which teams played. Unlike most sports leagues, the

alignment of teams into divisions was not even; in 2009, the Central division featured three teams while the West featured five teams. Teams were placed in divisions based on geographic rivalries to reduce travel costs as teams played division opponents more often than non-divisional opponents. Alignment was subject to change each year as new teams joined the league and others dropped out.

Arena Football One

In September 2009, several parties, including members of the af2 board of directors and former members of the AFL, joined together to create a new league, Arena Football One (“AF1”). AF1 is an entity independent of the AFL and af2. In December 2009, AF1 purchased the assets of the bankrupt AFL in a deal approved by the Bankruptcy Court.

AF1 was formed with 15 teams: existing teams from the AFL and af2, an existing team from the American Indoor Football Association, and several new teams or markets. Despite the crossover from the AFL and af2, the league is an entirely new entity and not a merger of the AFL and af2. The league’s first season will be in 2010, running spring through summer like the AFL and af2. The league will play by the same rules the AFL and af2 played by in their respective final seasons. AF1 league offices are headquartered in Tulsa, Oklahoma. Its official website is arenafootballone.com.

Following the suspension of the AFL’s 2009 season, af2 league officials and owners began discussing the future of arena football and the two leagues. With 50.1 percent ownership of af2, the AFL’s bankruptcy and dissolution of the league technically included the dissolution of the af2. Questions also arose regarding payment of franchise fees and league dues to an entity which had entered bankruptcy. Uncertainty surrounded the league immediately following the 2009 season with no formal plan in place to continue. Several teams folded while others suspended operations pending a definitive plan. The league was formally considered disbanded on September 8, 2009, when no owner committed his or her team to the league’s eleventh season by that deadline.

AF1 board of directors meetings continued throughout and after the af2 season to work on plans for a new league independent of AFL and af2. Final meetings were held on September 28, 2009, concluding with a press conference in Tulsa announcing the league’s formation.

On November 11, 2009, the new league announced its intention to purchase the entire assets of the former AFL; the assets included the team names and logos of all former AFL and af2 teams. The assets were awarded to Arena Football 1 on December 7, 2009, with a winning bid of $6.1 million. Current AF1 teams were given the option of restoring historical names to their teams. Of those, the Chicago Rush, Tampa Bay Storm, Orlando Predators, Arizona Rattlers, Cleveland Gladiators, and Utah Blaze chose to adopt their respective AFL teams’ identities.

The AF1 organizational structure is substantially similar to that of af2. The league owns the rights to the teams, players, and coaches. Players will be paid more than the $200 per game salary of af2 but less than the union-mandated $1,800 per game AFL salary. The cost of running a team is expected to be increased compared to af2.

As of September 28, 2009, 16 charter franchises were announced for AF1, with eleven more teams either submitting membership applications or considering doing so. Currently, there are 15 teams committed to play in the 2010 season.

Divisional alignment was announced on January 12, 2010. The league and owners were considering the possibility of a two-tier system with the top tier featuring the more popular, larger-market and larger-budget teams while the lower tier would contain the smaller market teams with more limited budgets. However when the alignment was announced, the teams were split into two conferences, with each conference having two smaller geographical divisions.

2010 AFL teams

Division

Team

City

Arena

Founded

First AF1 season

Previous League

American Conference

South

Alabama Vipers

Huntsville, AL

Von Braun Center

1999

2010

af2

Jacksonville Sharks

Jacksonville, Florida

Jacksonville Veterans Memorial Arena

2009

2010

New for 2010

Orlando Predators

Orlando, Florida

Amway Arena

1990

2010

AFL

Tampa Bay Storm

Tampa, Florida

St. Pete Times Forum

1987

2010

AFL

Southwest

Bossier-Shreveport Battle Wings

Bossier City, Louisiana

CenturyTel Center

2000

2010

af2

Dallas Vigilantes

Dallas, Texas

American Airlines Center

2002

2010

AFL

Oklahoma City Yard Dawgz

Oklahoma City, Oklahoma

Cox Convention Center

2003

2010

af2

Tulsa Talons

Tulsa, Oklahoma

BOK Center

1999

2010

af2

National Conference

Midwest

Chicago Rushhttp://en.wikipedia.org /wiki/Arena_Football_1 - cite_note-osc-14

Rosemont, Illinois

Allstate Arena

2001

2010

AFL

Cleveland Gladiators

Cleveland, Ohio

Quicken Loans Arena

1997

2010

AFL

Iowa Barnstormers

Des Moines, Iowa

Wells Fargo Arena

1995

2010

af2

Milwaukee Iron

Milwaukee, Wisconsin

Bradley Center

2008

2010

af2

West

Arizona Rattlers

Phoenix, Arizona

US Airways Center

1991

2010

AFL

Spokane Shock

Spokane, Washington

Spokane Veterans Memorial Arena

2005

2010

af2

Utah Blaze

West Valley City, Utah

E Center

2008

2010

AIFA

Rules of Arena Football

Arena Football is played in an indoor arena on a field which consists of a padded surface 85 feet wide and 50 yards long with eight-yard end zones. The endzone goalposts are nine feet wide with a cross-bar height of 15 feet. Eight feet above each endzone are goal-side rebound nets which are 30 feet wide by 32 feet high.

There are eight players on the field for each team as part of a 20-man active roster. Players play both offense and defense with the exception of the kicker, quarterback, an offensive specialist, two defensive specialists and a kick returner.

The game is played using an NFL-size football in four 15-minute quarters with a 15-minute halftime. The game clock stops for out of bounds plays or incomplete passes only in the last minute of each half, when necessary for penalties, injuries and time-outs or following points after touchdowns, field goals and safeties. Accordingly, the average AFL football game is played in approximately two hours and 25 minutes compared to approximately three hours and five minutes for an NFL game.

Four downs are allowed to advance the ball ten yards for a first down or to score. Scoring consists of six points for a touchdown, one point for a conversion by placekicking after a

touchdown, two points for a conversion by dropkick and two points for a successful run or pass after a touchdown. Three points are awarded for a field goal by placement or four points for a field goal by dropkick, with two points for a safety. Punting is illegal. On fourth down a team may attempt a first down, touchdown or field goal. The receiving team may field any kickoff or missed field goal that rebounds off the rebound nets.

Although passing rules for the AF1 are similar to outdoor NCAA football, a unique exception involves the rebound nets. A forward pass that rebounds off a rebound net is a live ball and is in play until it touches the playing surface.

Overtime periods are 15 minutes during the regular season and the playoffs. Each team has one possession to score. If, after each team has had one possession and one team is ahead, that team wins. If the teams are tied after each has had a possession, the next team to score wins.

Regular Season and Playoffs

The regular AF1 season extends from April through August, with each team playing a total of 16 games against teams from both conferences. Half of the games are played at home, and half are played away. At the end of the regular season, the four division champions, plus the four teams with the next best records, qualify for the AF1 playoffs to determine the AF1’s Arena Bowl champion for that season. Each playoff round is played in the home arena of the team with the best winning record.

Gate Receipts, AF1 Assessments and Distributions

AF1 teams are entitled to keep all gate receipts from regular season home games and playoff home games. Teams do not receive any gate receipts from away games except that visiting teams are reimbursed for hotel expenses by the home team. Each team is required to pay an annual assessment for management fees to the AF1 which is generally equal to the team’s share of the League’s annual operating costs.

AF1 Licensing

The AF1 operates a League licensing program on behalf of its teams. Under the program, product manufacturers sign agreements allowing them to use the names and logos of all AF1 teams, the AF1 itself and AF1’s special events (including playoffs and the Arena Bowl) in exchange for royalty and guarantee payments.

League Governance

The AF1 is generally responsible for regulating the conduct of its member teams. It establishes the regular season and playoff schedules of the teams, and negotiates, on behalf of its members, the League’s national and network broadcast contracts. Each of the AF1’s members is, in general, liable on a pro rata basis for the AF1’s liabilities and obligations and shares pro rata in its profits.

The AF1 is governed by a Board of Directors, which consists of one representative from each team. The Board of Directors selects the AF1 Commissioner, who administers the daily affairs of the AF1 including interpretation of playing rules and arbitration of conflicts among member teams. The Commissioner also has the power to impose sanctions, including fines and suspensions, for violations of League rules. Jerry Kurz is the Commissioner of the AF1. We believe we are in compliance with all League rules.

Current Operations

We derive substantially all of our revenue from the arena football operations of the Iron in the af2 for the year ended September 30, 2009 and in the AF1 thereafter. This revenue is primarily generated from (i) the sale of tickets to the Iron home games, (ii) the sale of advertising and promotions to team sponsors, (iii) the sale of local and regional broadcast rights to Iron games, (iv) our share of AF1 media contracts, membership fees paid by expansion teams and League licensing sales, and (v) the sale of merchandise carrying the Iron logos.

Ticket Sales. The Iron played nine home games and eight away games during the 2009 af2 regular season. Under the af2 Bylaws, we receive all revenue from the sale of tickets to regular season home games and no revenue from the sale of tickets to regular season away games.

The Iron play all home games at the Bradley Center, which holds approximately 17,000 spectators, but the Iron are projecting to use the lower level only in 2010 which holds approximately 8,000 spectators. Ticket prices for regular season home games during the 2009 season at the Bradley Center ranged from $11 to $90 per game. The following table sets forth certain information relating to our regular season revenue generated by the sale of tickets for the 2009 and 2010 season:

Season	Number of Season Tickets		Average per Game Paid Attendance		Average Paid Ticket Price		Average Ticket Revenue per Game
2009		898		1656		$12.43		$20,596
2010		937		N/A		N/A		N/A

2010 REGULAR SEASON SCHEDULE MILWAUKEE IRON

DAY	DATE	OPPONENT	LOCATION	TIME
Friday	April 2	@ Spokane Shock	Spokane Arena - Spokane, Wa	9:00PM
Fri/Sat	April 9/10	Bye
Friday	April 16	Iowa Barnstormers	Bradley Center	7:30PM
Saturday	April 24	Tampa Bay Storm	Bradley Center	7:00PM
Saturday	May 1	@ Alabama Vipers	Vbc Arena - Huntsville, Al	7:30PM
Friday	May 7	Chicago Rush	Bradley Center	7:30PM
Friday	May 14	Utah Thunder	Bradley Center	7:30PM
Friday	May 21	@ Orlando Predators	Amway Arena - Orlando, Fl	6:30PM
Saturday	May 29	Dallas Desperados	Bradley Center	7:00PM
Saturday	June 5	@ Arizona Rattlers	Us Airways Center - Phoenix, Az	9:30PM
Saturday	June 12	Cleveland Gladiators	Bradley Center	7:00PM
Saturday	June 19	@ Chicago Rush	All-State Arena - Rosemont, Il	7:00PM
Saturday	June 26	Spokane Shock	Bradley Center	7:00PM
Friday	July 2	@ UtahThunder	Energy Solutions Arena – Salt Lake City, Ut	7:00PM
Fri/Sat	July 9/10	Bye
Saturday	July 17	Orlando Predators	Bradley Center	7:00PM
Saturday	July 24	@ Iowa Barnstormers	Wells Fargo Arena - Des Moines, Ia	7:00PM
Saturday	July 31	@ Cleveland Gladiators	Quicken Loans Arena - Cleveland, Oh	6:00PM

2010 PLAYOFFS SCHEDULE ARENA FOOTBALL LEAGUE

DAY	DATE	OPPONENT	LOCATION	TIME
Fri/Sat	August 6/7	Quarterfinal Playoffs	Highest Seed	TBD
Fri/Sat	August 13/14	Semifinal Playoffs	Highest Seed	TBD
Fri/Sat/Sun	August 20/21/22	Arena Bowl	Highest Seed	TBD

Advertising and Promotion. We generate revenue from the sale of advertising displayed on signs located throughout the Bradley Center and through other promotions utilizing the Iron name or logos. In addition, we market team sponsorships to local and regional businesses which provide a combination of advertising rights, promotional rights and VIP ticket privileges. Advertising rights include the use of corporate logos within the arenas, commercials on radio and television, advertisements in magazines, display of the sponsor’s name throughout the Bradley Center, public address announcements, the inclusion of customer names on team posters and the like. Promotional rights include banners displayed throughout the Bradley Center, availability of blocks of seats for specific games, the use of the team’s logos and autographed helmets. VIP privileges include high priority seating selections, parking passes, VIP room passes and travel packages, which include attendance at team away games.

Local and Regional Television and Cable. Our television contract with the Time Warner Cable Network does not generate revenue to us, but it does provide us with invaluable media exposure to potential fans and business partners.

Sale of Merchandise. We generate revenue from the sale of merchandise carrying the Iron logos (primarily athletic clothing such as sweatshirts, T-shirts, jackets and caps) at the arenas and at our corporate offices.

Telemarketing. We use telemarketing techniques to improve ticket sales.

Performance. For the 2009 season in the af2, the Iron’s record was 5-11, placing them in 5th place in their division.

Coaching Staff

Former Head Coach.

Gary Compton was the Head Coach in 2009, a former member of the Milwaukee Mustangs of the AFL, as well as the 2001 AFL Iron Man of the Year. His contract was not renewed for the 2010 season.

Current Head Coach.

Bob Landsee was named head coach of the Milwaukee Iron in October of 2009. Prior to coming to Milwaukee, Coach Landsee was the head coach of Arena Football’s Green Bay Blizzard in the af2 for four seasons, from 2005-06 and 2008-09. The Blizzard went 45-28 in Landsee’s tenure, which included playoff appearances in all four years that resulted in a trip to the American Conference finals in 2009 and the af2’s championship game, ArenaCup VII, in 2006.

A University of Wisconsin alum, Landsee was selected by the Philadelphia Eagles in the sixth round (149th overall) of the 1986 NFL Draft, where he played for three seasons after being named an All-American and All-Big Ten guard for the Badgers.

Following his playing career, Landsee made his professional coaching debut in the Arena Football League as the offensive line coach for the Milwaukee Mustangs from 1999-2001 before similar stints with the Toronto Phantoms and Indiana Firebirds. Landsee still holds strong ties to the NFL as president of the Madison, WI chapter of the NFL Alumni.

Other Coaches. Mark Stoute - Assistant Head Coach and Director of Player Personnel. Cedric Walker - Defensive Coordinator. John Laske - Equipment Manager.

Players

In general, the rules of the AF1 permit each team to maintain an active roster of 22 players during the regular season.

The Collective Bargaining Agreement

Unlike its predecessor, the AFL, the AF1 does not have a collective bargaining agreement with its players.

Bradley Center

The Iron have played in the Bradley Center, which has a seating capacity of approximately 17,000, since 2009. In August 2008, the Iron signed a three-year lease with the Bradley Center commencing in the 2009 season. The Iron are in the second year of that lease that calls for a base rent of $8500 per game. Included in the lease are two escalator clauses for attendance: when the Iron draw over 2500 paid spectators per game an additional $2,500 is added to the base rent and when the Iron draw over 5000 spectators per game a second $2,500 is added to the base rent. New to the 2010 season a financial penalty of $1000, in addition to the base rent, that is payable to the Bradley Center if less than 5000 spectators attend a single home game. Furthermore, the Bradley Center shall purchase and offer for sale a line of AF1 merchandise at Iron home games and shall pay the Iron a twenty percent (20%) commission on any such net-of-tax gross sales in excess of $1,000 per game. The Iron must also have a $25,000 security deposit in place with the Bradley Center. The Bradley Center is located at 1001 North 4th Street, Milwaukee, WI 53203.

Competition

~~The~~We ~~Iron~~face ~~compete~~competition ~~for~~from ~~sports~~various ~~entertainment~~companies ~~dollars~~engaged ~~with~~in ~~other professional sports teams and with college teams and with other sports-related entertainment~~similar businesses. ~~During~~Many ~~portions~~ of ~~the~~our ~~AF1~~competitors ~~season,~~have ~~the~~longer ~~Iron~~operating ~~compete~~histories, ~~for~~better ~~attendance~~brand ~~and~~recognition ~~fan support with a professional basketball team (Milwaukee Bucks)~~ and agreater ~~professional~~financial ~~hockey team (Milwaukee Admirals) in Milwaukee and with other professional hockey, basketball, baseball~~resources ~~and~~than ~~other~~we ~~sports teams in other parts of Wisconsin~~do. In ~~addition,~~order ~~the~~for ~~colleges~~us ~~and~~to ~~universities~~successfully ~~in the Milwaukee area, as well as public and private secondary schools, offer a full schedule of athletic events throughout the year. The Iron also~~ compete ~~for attendance and advertising revenue with a wide range of other entertainment and recreational activities available~~ in ~~the~~our ~~Milwaukee~~industry ~~area,~~we ~~including~~will ~~festivals~~need and concerts. On a broader scale, AF1 teams compete with other football teams including those fielded by high schools and colleges, the Indoor Football League, the National Football League, the Canadian Football League, the American Indoor Football Association and others. to:

~~Employees~~• develop awareness of our company and its services;

In• ~~addition~~develop torelationships ~~its~~with ~~active~~potential ~~football~~purchasers ~~players,~~and ~~the~~users ~~teams~~of ~~employ~~our ~~four~~charging ~~football~~stations ~~personnel~~ and ~~seventeen~~owners ~~front~~of ~~office/non-football~~EVs; ~~personnel. During the AF1 season, the team also uses volunteer part-time employees from time to time.~~and

•

increase our financial resources.

There can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.

While we hope to compete effectively, we are a newly established company and face the same problems as other start-up companies, such as lack of available funds. Many of our competitors may be substantially larger and better funded than we, and have significantly longer operating histories than we. In addition, they may develop technologies or products superior to ours and generally be able to respond more quickly to new or emerging technologies and changes. We may also be affected by changes in legislation and regulations relating our industry and in particular by changes in tax and other incentives that have furthered sales of EVs. Additionally, our competitors may devote greater resources to the development, promotion and sale of their products and services than we and or do.

Intellectual Property

We do not directly own any of the intellectual property ~~related~~rights attached to ~~the~~any ~~“Iron”~~of ~~team~~the ~~name~~products ~~and~~we ~~all~~distribute. ~~related~~We ~~branding~~plan ~~elements,~~to ~~including~~develop ~~logos~~ and ~~colors~~register ~~and related~~ trademarks ~~and~~to ~~service~~identify ~~marks,~~our ~~and all proprietary intellectual property, including web site and all ancillary information, including player and team operating information~~company.

~~The~~Table ~~Company~~of ~~currently~~Contents ~~owns Franchise Rights to use the Milwaukee Iron Professional Arena Football Team.~~ 27

34Research and Development

~~Description~~We ofdo ~~Property~~not conduct any research and development activities.

~~Our~~Reports ~~principal~~to ~~business~~Security ~~office is located at 11415 NW 123 Lane, Reddick, Florida 32686 which is a guest cottage at the home of our CEO. We do not pay rent or fees associated with the use of this office space.~~ Holders

We ~~also~~are ~~lease~~subject ~~office~~to ~~space~~the ~~from~~reporting, ~~AVA~~proxy ~~Marketing,~~and ~~LLC,~~other ~~which~~requirements of isthe ~~50%~~Exchange ~~owned~~Act byand ~~Andrew~~we ~~Vallozzi~~intend ~~III.~~to ~~The~~file ~~office~~and ~~address~~make isavailable ~~259~~to ~~South~~our ~~Street,~~shareholders ~~Waukesha,~~with WIannual ~~53186,~~reports ~~Phone:~~containing ~~(262)~~financial ~~523-9206,~~statements audited ~~Fax:~~by ~~(262)~~our ~~523-9210.~~independent ~~The~~auditors ~~term~~and quarterly reports containing unaudited financial statements for each of the ~~lease~~first isthree quarters ~~month~~of toeach ~~month~~year, as well as proxy or information statements.

The ~~Iron~~public ~~have~~may ~~played~~read inand ~~the~~copy ~~Bradley~~any ~~Center,~~materials ~~which~~that ~~has~~we afile ~~seating capacity of approximately 17,000, since 2009. In August 2008, the Iron signed a three-year lease~~ with the SEC ~~Bradley~~at ~~Center commencing in~~ the ~~2009~~SEC’s ~~season.~~Public ~~The~~Reference ~~Iron~~Room ~~are~~at in100 ~~the~~F ~~second~~Street, ~~year~~NE, ofWashington, ~~that~~D.C. ~~lease that calls for a base rent of $8500 per game~~20549. ~~Included~~The inpublic ~~the~~may ~~lease~~obtain ~~are~~information ~~two escalator clauses for attendance: when the Iron draw over 2500 paid~~on ~~spectators per game an additional $2,500 is added to~~ the ~~base~~operation ~~rent and when the Iron draw over 5000 spectators per game a second $2,500 is added to the base rent. New to the 2010 season a financial penalty~~ of ~~$1000, in addition to~~ the ~~base~~Public ~~rent,~~Reference ~~that~~Room isby ~~payable~~calling to the ~~Bradley~~SEC ~~Center~~at if1-800-SEC-0330. ~~less~~The ~~than~~SEC ~~5000~~maintains ~~spectators~~an ~~attend~~internet asite ~~single~~on ~~home~~which ~~game. Furthermore~~reports, proxy ~~the~~and ~~Bradley~~information ~~Center~~statements ~~shall purchase~~ and ~~offer~~other ~~for~~information ~~sale~~regarding aissuers ~~line~~that offile ~~AF1~~electronically ~~merchandise~~with ~~at Iron home games and shall pay~~ the ~~Iron~~SEC aare ~~twenty~~made ~~percent~~available. ~~(20%)~~The ~~commission~~address ~~on any such net-~~of~~-tax~~ ~~gross~~that ~~sales~~site inis ~~excess of $1,000 per game~~wwownershiw. ~~The Iron must also have a $25,000 security deposit in place with the Bradley Center~~sec. ~~The Bradley Center is located at 1001 North 4th Street, Milwaukee, WI 53203~~gov.

~~Legal~~Laws ~~Proceedings~~and Regulations

~~Other~~We ~~than~~may asbe ~~set~~affected ~~forth~~by ~~below,~~laws ~~there~~and ~~are~~regulations noregarding ~~material~~tax ~~pending~~and ~~legal~~other incentives ~~proceedings~~that are intended to ~~which~~promote wesales ~~are~~of aEVs ~~party~~and orother tovehicles ~~which~~that ~~any~~use alternative fuels. For example, regulations for installation of ~~our~~charging ~~property~~stations isvary ~~subject~~from ~~and~~city to ~~the~~city. ~~best~~Compliance ofwith ~~our~~such ~~knowledge,~~regulation(s) nomay ~~such~~cause ~~actions~~installation ~~against~~delays, usbut these issues are ~~contemplated~~standard orand ~~threatened.~~expected for any product that requires construction as part of its installation.

~~The~~As ~~following~~noted isabove, ~~summary information on~~ the ~~cases~~way ~~currently~~that inwe ~~active~~charge ~~litigation against either Milwaukee Iron Professional Arena Football, LLC or Wisconsin Professional Arena Football Investment, LLC. Defenses~~ for ~~both~~our ofservices ~~the~~may ~~cases~~be affected ~~are being handled~~ by ~~the~~state ~~law firm of Terschan, Steinle & Ness~~regulation.

~~Christina~~While ~~Flowers~~we v.believe ~~Milwaukee~~that ~~Iron~~our ~~Organization~~intended ~~EEOC~~business ~~Charge~~activities ~~No.:~~does ~~443-2009-02500C.~~not currently ~~This~~violate ~~case~~any islaws, anany ~~EEOC~~regulatory ~~complaint~~changes ~~(improperly~~that ~~naming~~impose ~~“Milwaukee~~additional ~~Iron~~restrictions ~~Organization”,~~or ~~which~~requirements ~~does~~on ~~not~~us ~~exist~~or ason ~~such)~~our potential customers could adversely affect us by aincreasing ~~former~~our ~~cheerleader~~operating costs or decreasing demand for ~~the~~our ~~Milwaukee~~products ~~Iron~~or ~~who~~services, ~~was~~which could ~~terminated~~have a material adverse effect on ~~April~~our ~~29,~~results ~~2009.~~of Msoperations. ~~Flowers~~We isare ~~claiming~~subject ~~that~~to normal permitting regulations in connection with the ~~termination~~installation ~~was~~of ~~based~~our ~~upon~~charging ~~racial~~stations ~~discrimination.~~and Wewe ~~are~~expect ofto ~~the~~receive ~~opinion~~permits ~~that~~as ~~the claim~~a isroutine ~~meritless~~matter.

Catering Specialties, Inc. v. Milwaukee Iron Professional Arena Football, LLC. Milwaukee County Circuit Court Case No.: 10-CV-26. This case is a claim for $9,000 by a vendor for the defendant Company. We are informed that Company is in the process of attempting to resolve that case through payment to the vendor as soon as available funding is procured. Employees

35As of the date of this Prospectus, we have 1 employee, Brian C. Howe, the Company’s president and sole director, who is devoting one-half of his time to the Company. Mr. Howe has advised the Company that, as in the future, he intends to such further time to the Company as may be required for it to develop in accordance with its plan of operations.

~~Summary~~DESCRIPTION ~~Financial~~OF ~~Information~~PROPERTY

OnWe ~~January~~are ~~26,~~presently ~~2010,~~leasing ~~Genesis~~shared ~~Capital~~office ~~Corporation~~space ofat ~~Nevada,~~180 aNorth ~~Nevada Corporation (“Genesis”), Genesis Capital Acquisition Corp~~LaSalle St., ~~a wholly-owned subsidiary of Genesis (“Genesis Sub”)~~Chicago, ~~Milwaukee Iron Professional Arena Football~~Illinois, ~~LLC,~~on a ~~Wisconsin~~month-to-month ~~limited~~basis ~~liability~~at ~~company (“MIPAF”), Wisconsin Professional Arena Football Investment LLC,~~ a ~~Wisconsin~~cost ~~limited liability~~of ~~company~~$105 ~~(“WPAFI”)~~per ~~and~~month. ~~Christopher~~As ~~Astrom~~part ~~entered into an Agreement and Plan~~ of ~~Merger~~our ~~pursuant~~operating toplan, ~~which~~we ~~MIPAF and WPAFI~~ will ~~merge~~be ~~with~~seeking permanent ~~and~~office ~~into Genesis Sub, with Genesis Sub continuing as the surviving corporation in the Merger~~ and astorage ~~wholly-owned subsidiary of Genesis~~facilities. ~~Genesis subsequently changed its name to “Milwaukee Iron Arena Football Inc.”~~

~~Because~~LEGAL Genesis existed as a shell company prior to the merger, the transaction is being accounted for as a reverse acquisition, so that MIPAF and WPAFI are collectively treated as the continuing reporting entity that acquired Genesis. As a result, all historical financial information being presented is that of MIPAF and WPAFI. Complete financial statements are incorporated by reference to the Company’s Form 8-K filed February 2, 2010, as amended. PROCEEDINGS

~~The~~We ~~following~~are ~~summary~~not ~~financial~~a ~~data~~party ~~should be read together with our financial statements and related notes, incorporated by reference~~ to ~~our~~nor ~~Form~~do ~~8-K~~we ~~filed~~expect ~~February~~the 2,institution ~~2010, as amended and “Management’s discussion and analysis~~ of ~~financial condition and results of operations” appearing elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be~~any ~~expected~~litigation inby ~~any~~or ~~future~~against ~~period~~us.

	Fiscal year ended September 30,						(unaudited) Three months ended December 31,
	2008			2009			2008			2009
Statement of operations data:
Total revenue	$	—		$	517,411		$	99,602		$	49,645
Cost of revenues		—			995,384			71,387			107,363
Total operating expenses		43,421			635,714			283,018			98,807
Interest expense		—			760			—			1,287
Net loss	$	(43,421	)	$	(1,114,447	)	$	(254,803	)	$	(157,812	)
Balance sheet data:
Cash	$	172,446		$	21,082		$	82,031		$	1,681
Fixed assets		136,579			354,339			214,617			338,253
Total assets		356,329			443,420			321,461			489,324
Total liabilities		14,750			689,287			144,183			830,452
Stockholders’ equity (deficit)		341,579			(245,867	)		177,277			(341,128	)

Table of Contents

36MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Management~~The following is a discussion of Charging’s ~~Discussion~~audited financial statements for the period from inception (August 27, 2013) to June 30, 2014, and ~~Analysis~~its unaudited financial statements for the three-month period ended September 30, 2014. The financial statements of ~~Financial~~Charging ~~Condition~~will ~~and~~be ~~Results~~our financial statements going forward due to the reverse merger accounting treatment of ~~Operations~~the merger transaction. After the merger, the Company, which then had a September 30 fiscal year, adopted Charging’s June 30 fiscal year.

The following discussion ~~relates~~should tobe ~~our~~read ~~operations~~in ~~after~~conjunction with the financial ~~Merger.~~statements ~~For~~of ~~information~~Charging, ~~related~~including ~~to our operations prior to~~ the ~~Merger~~notes thereto, ~~see~~appearing ~~our~~elsewhere ~~Quarterly~~in ~~Report~~this onProspectus. ~~Form~~The ~~10-Q~~discussion ~~for~~of ~~the quarter ended December 31~~results, causes ~~2009,~~and ortrends ~~Annual~~should ~~Report~~not onbe ~~Form~~construed ~~10-K~~to ~~for~~imply ~~the~~any ~~year~~conclusion ~~ended~~that ~~September~~these ~~30,~~results ~~2009~~or ~~and~~trends ~~all~~will ~~other~~necessarily ~~reports~~continue ~~filed with~~ into the ~~Securities and Exchange Commission~~future.

~~Overview~~RESULTS OF OPERATIONS

WePERIOD ~~were~~FROM ~~incorporated~~INCEPTION in(AUGUST ~~Colorado on September 19~~27, ~~1983,~~2013) ~~under~~TO ~~the~~JUNE ~~name Bugs~~30, Inc., for the purpose of using microbial and other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals. For the past several years, we have had no revenue and have been a shell company. 2014

On January 26, 2010, we consummated the Merger with the Iron as previously disclosed in our Current Report on Form 8-K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010. After the Merger, our business operations consist of those of the Iron. Upon the closing of the Merger, we amended our articles of incorporation to change our name to Milwaukee Iron Arena Football, Inc. and amended the articles of incorporation of Genesis Sub to change its name to Milwaukee Iron Arena Football Club, Inc. Prior to the consummation of the Merger, we were a non-operating shell company with no revenue and minimal assets. As a result of the Merger, we are no longer considered a shell company. Revenues

~~The~~Revenues ~~Milwaukee~~for ~~Iron are a member team of~~ the ~~Arena~~period ~~Football~~from ~~One~~inception (~~“AF1”~~August or27, ~~the “League”~~2013), ato ~~professional~~June 30, ~~arena~~2014, ~~football~~were ~~league~~$0.00. ~~The~~No ~~Iron~~revenue ~~play~~was ~~their~~reported ~~home~~for ~~games~~this atperiod ~~the~~because ~~Bradley~~we ~~Center,~~are a ~~sports~~development ~~and~~stage ~~entertainment venue in downtown Milwaukee~~company. ~~Arena~~There ~~football~~ is ~~played~~no inprior ~~an indoor arena on a padded 50 yard long football field using eight players on the field for each team. Most of~~period ~~the game rules are similar~~ to ~~college~~which orthis ~~other~~result ~~professional~~may ~~football~~be ~~game rules with certain exceptions intended to make the game faster and more exciting~~compared.

Costs and Expenses

General and Administrative expenses for this period were $11,839, comprising primarily organizational costs and legal and accounting expenses. There is no prior period to which this result may be compared.

Interest Expense

Interest expense of $52 to a related party was incurred during this period.

Net Loss

We had a net loss for this period of $11,839. There is no prior period to which this result may be compared.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2014

COMPARED TO PERIOD FROM INCEPTION (AUGUST 27, 2013) TO SEPTEMBER 30, 2013

Revenues

Revenues for the quarter ended September 30, 2014, were $0.00, compared to $0.00 for the period from Inception to September 30, 2013. No revenue was reported for these periods because we are a development stage company.

Costs and Expenses

General and Administrative expenses for the three-month period ended September 30, 2014, were $4,547, compared to $4,198 for the period from Inception to September 30, 2013. General and Administrative expenses for the later period comprised primarily accounting fees and costs associated with the Merger, while for the earlier period, they comprised primarily organizational costs.

Table of Contents

Interest Expense

Interest expense of $52 to a related party was incurred during the three-month period ended September 30, 2014, compared to $0.00 for the period from Inception to September 30, 2013.

Net Loss

We had a net loss of $4,591 for the three-month period ended September 30, 2014, compared to a net loss of $4,598 for the period from Inception to September 30, 2013.

Going Concern

AsThe ofaccompanying ~~September~~financial ~~30,~~statements ~~2009, we~~ have ~~not~~been ~~yet~~prepared ~~achieved~~assuming we ~~profitable~~will ~~operations.~~continue Weas ~~have~~a ~~accumulated~~going ~~losses~~concern. ofAs ~~$1,157,867~~discussed ~~since~~in ~~inception,~~this aProspectus ~~working capital deficiency of $582,742~~ and ~~we expect to incur further losses~~ in the ~~development~~notes ofto our ~~business~~financial statements, ~~all~~we ofhave not ~~which,~~generated ~~according~~any torevenues ~~our~~since ~~accountants~~inception, ~~casts~~have ~~substantial~~incurred ~~doubt~~operating ~~about~~losses, ~~our~~and ~~ability~~at toJune ~~continue~~30, as2014, aand ~~going~~September ~~concern.~~30, ~~Our~~2014, ~~ability~~we ~~to continue as~~ had a ~~going~~working ~~concern~~capital ~~is dependent~~deficiency ~~upon~~of ~~our~~$8,839 ~~ability to generate future profitable operations~~ and~~/or~~ to$13,430, ~~obtain~~respectively. ~~the~~These ~~necessary~~factors, ~~financing~~among toothers, ~~meet~~raise ~~our~~substantial ~~obligations~~doubt ~~and~~about ~~repay~~ our ability ~~liabilities~~to ~~arising~~continue ~~from~~as ~~normal~~a ~~business~~going ~~operations when they come due~~concern. WeAdditionally, ~~intend~~our toindependent ~~seek~~registered ~~additional~~public ~~funds~~accounting byfirm ~~equity~~included ~~financing~~an ~~through~~explanatory paragraph ~~the~~in ~~Offering~~their ~~and/or~~report ~~related~~on ~~party~~our ~~advances,~~audited ~~however~~financial ~~there~~statements isregarding noconcerns ~~assurance~~about ofour ~~additional~~ability ~~funding~~to ~~being~~continue ~~available.~~as Asa ofgoing ~~September 30, 2009 we had cash and cash equivalents of $21,082~~concern.

Our ability to continue as a going concern is dependent upon our generating operating cash flow and raising capital sufficient to fund operations. Our business strategy may not be successful in addressing these issues, however, and if we cannot continue as a going concern, our shareholders may lose their entire investments.

Liquidity and Capital Resources

As of June 30, 2014, and September 30, 2014, we had assets of $320 and $1,504, respectively, all in cash, current liabilities of $9,159 and $14,394, respectively, and shareholders’ deficiency of $8,839 and $13,430, respectively.

During these periods, we had no revenues and incurred costs and expenses as set forth above.

During the period from Inception to June 30, 2014, we expended net cash of $8,180 in operating activities and received net cash of $8,500 from financing activities. There is no prior period to which comparisons may be made. During the three-month period ended September 30, 2014, we used net cash of $3,136 in operating activities and received net cash of $4,500 from financing activities, as compared with net cash of $4,198 used in operating activities and net cash of $8,000 received from financing activities during the period from Inception to September 30, 2013.

We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing. We estimate that our expenses to fund our plan of operations (see below) over the next 12 months will be $4,637,500.

We intend to meet our cash requirements for the next 12 months through debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement or debt financings. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds, or have sufficient retained earnings, to carry out our plan of operations fully.

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Plan of Operations

~~Our~~During ~~strategy at~~ the ~~League~~next ~~level~~12 ismonths, towe ~~participate~~have ~~through~~ the ~~operation~~following ofgoals ~~the Iron~~ and ~~the~~their associated ~~League~~costs, ~~in what we believe will be the continued growth of the AF1~~ which intotal ~~turn is expected to result in increased revenue to us from~~$4,637,500: ~~(i) national (League) and regional (team) broadcast~~

37• Hire a project manager to oversee installation of charging stations – $90,000.

~~contracts,~~• ~~(ii)~~Sales ~~national~~personnel ~~League~~– ~~sponsorship contracts~~$90, ~~(iii) the sale of additional team memberships in the League, and (iv) increased fan attendance at AF1 games including Iron games, together with appreciation in the value of the Iron as an AF1 team~~000.

At• ~~the~~Sell ~~team~~and ~~level,~~install ~~our~~300 ~~strategy~~Level is2 tocharging ~~increase~~stations ~~fan~~– ~~attendance at Iron home games~~$2, ~~expand our advertising and sponsorship base~~430, ~~and contract with additional local and regional broadcasters to broadcast Iron games~~000.

We• ~~believe~~Sell ~~that fan attendance will increase based upon the game winning success (if any) of the Iron in the AF1~~ and byinstall ~~increasing~~30 ~~media~~Level ~~exposure.~~3 ~~Game~~charging ~~winning~~stations ~~success~~– ~~requires the ongoing recruitment of superior players. In order to recruit players~~$1, ~~we employ a recruiting team which include our head coach and Director of Player Personnel. In order to increase media exposure and expand our sponsorship base~~545, ~~we call upon the media, corporate sponsors and other Milwaukee area organizations~~000. We also call upon local businesses to solicit advertising and sponsorship funds on behalf of the Iron. We also intend to participate in a number of charitable events during the year as a part of a community relations and recognition program and maintain Internet website www.mkeiron.com. We may also employ part-time telemarketing personnel to assist in ticket sales.

~~Our~~• ~~strategy~~Software ~~also~~hosting ~~includes maintaining~~ and ~~building~~data ~~community~~collection ~~support~~fees ~~for, and recognition~~ of, ~~the~~$250/unit ~~team~~– ~~as an ongoing valuable entertainment institution in the local Milwaukee area and throughout the state of Wisconsin.~~ $82,500

In• ~~2009~~Maintenance ~~the Iron’s revenue suffered due to the lack~~ of ~~ticket~~charging ~~and~~stations ~~sponsorship~~– ~~sales~~$280,000. This was due to the economic situation as well as the lack of “awareness” in the Milwaukee market of both the League (AF2) and the Milwaukee Iron brand. To address this issue in 2010 it is our intention to add additional personnel in three key areas:

• ~~Director~~Office ~~of Ticket Sales - This function will develop~~ and ~~implement~~storage afacilities ~~plan~~– ~~to increase both season tickets as well as individual game sales. This position will also manage group sales and have the manager of group ticket sale as a direct report. In addition~~$40, ~~this position will manage and be responsible for the telemarketing effort~~000. • Director of Marketing/Sponsorship - This function will develop and implement the plan to increase sponsorship revenues as well as assure their proper execution. • Director of Media Services - This function will develop and execute the public relations and media relations plan to ensure that we are on the forefront of articles and press.

We• ~~expect~~General ~~these~~and ~~additional~~administrative ~~positions~~expenses ~~will~~– ~~add~~ $~~125~~80,000 ~~to the operating budget of previous year~~.

38We have no off-balance-sheet arrangements.

WeContractual also intend to expand through the Bradley Center, local retail outlets, and our website, a new merchandising program. This will allow fans a more friendly and progressive environment to purchase team branded apparel. Obligations

WeThe ~~expect~~following totable ~~add~~sets ~~under~~forth information with respect to our known ~~marketing~~contractual ~~division~~obligations ~~two~~as ~~new~~of ~~departments:~~June 30, 2014, setting forth their types and the times at which they are due.

	Payments due by period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years

Long-Term Debt Obligations	$	--0--		--0--		--0--		--0--		--0--
Capital Lease Obligations		--0--		--0--		--0--		--0--		--0--
Operating Lease Obligations		--0--		--0--		--0--		--0--		--0--
Purchase Obligations*	$	--0--		--0--		--0--		--0--		--0--
Other Long-Term Liabilities Reflected on Our Balance Sheet under GAAP		--0--		--0--		--0--		--0--		--0--
Total	$	--0--		--0--		--0--		--0--		--0--

~~These~~Controls efforts should add $25,000 in expenses over previous year’s expenses. We expect our revenue for the 2010 year to consist primarily of ticket sales followed by sponsorship sales, with the balance coming from player and ~~dancer tryouts, merchandise and fan clubs.~~ Procedures

~~Revenue~~Our ~~Recognition~~management is required to report on the effectiveness of its internal control over financial reporting in each of the annual reports that it is required to file with the SEC pursuant to Section 13(a) of the Exchange Act. While we plan to implement controls and procedures, we have not yet done so. If we fail to do so, we may not be able favorably to assess the effectiveness of the Company’s internal controls over financial reporting. If this occurs, investor confidence and the price of the Common Stock could be adversely affected.

~~Revenue~~Risks ~~consists primarily of ticket sales, sponsorships,~~ and merchandise sales. All revenue is recognized when the products are sold to a purchaser at a fixed or determinable price, upon delivery, or after an event has occurred and title has transferred, and collection of the revenue is reasonably assured. Uncertainties

~~RESULTS~~We OFoperate ~~OPERATIONS~~in an industry that is subject to rapid and sometimes unpredictable change. Our operations will be subject to significant risk and uncertainties, including financial, operational and other risks, including the risk of business failure. Further, as noted in this Prospectus, in order to develop its business, the Company will require substantial capital resources.

~~Three~~Table ~~months~~of ~~ended~~Contents ~~December~~ 31~~, 2009 compared to three months ended December 31, 2008~~

~~For~~Critical ~~the~~Accounting ~~three-months,~~Policies ended December 31, 2009 Iron generated $49,645 in revenues compared to $99,602 in revenues for the three-months ended December 31, 2008 for a decrease of $49,957. The decrease in revenue is a result of sponsorship and ~~merchandising.~~ Estimates

~~Cost~~Use of goods sold for the three-months ended December 31, 2009 was $107,363 compared to $71,387 for the three-months ended December 31, 2008 for an increase of $35,976. This increase was a result of football team and game operations, sponsorships and tickets. Estimates

~~Total~~The ~~general~~preparation ~~and~~of ~~administrative~~financial ~~expenses~~statements ~~decreased~~in conformity towith ~~$82,671~~U.S. ~~for~~generally ~~the~~accepted ~~three~~accounting ~~months~~principles ~~ended~~requires ~~December~~management ~~31,~~to ~~2009~~make ~~from~~estimates ~~$274,089~~and ~~for~~assumptions that affect the ~~three-months~~reported ~~ended~~amounts ~~December~~of ~~31,~~assets ~~2008~~and aliabilities ~~net~~and ~~decrease~~disclosure of ~~$191,418.~~contingent ~~This~~assets ~~decrease~~and isliabilities aat ~~result~~the date of the ~~reduction~~financial statements ~~in overhead~~ and ~~payroll~~the ~~during~~reported ~~the~~amounts ~~period~~of asrevenues ~~compared~~and toexpenses during the ~~prior~~reporting ~~year~~period.

~~Depreciation~~Making ~~expense~~estimates ~~for~~requires ~~the~~management ~~three-months~~to ~~ended~~exercise significant ~~December~~judgment. ~~31,~~It ~~2009~~is ~~was~~at ~~$16,086~~least ~~compared~~reasonably topossible ~~$8,929~~that ~~for~~the estimate of the ~~three-months~~effect ~~ended~~of ~~December~~a 31condition, ~~2008,~~situation anor ~~increase~~set of ~~$7,157.~~circumstances that ~~The~~existed ~~increase~~at ~~resulted~~the ~~from~~date of the ~~purchase~~financial ofstatements, ~~additional~~which ~~assets~~management considered in formulating its estimate, could change in the ~~last~~near ~~twelve~~term ~~months~~due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

39Revenue Recognition

~~Interest~~The ~~expense~~Company ~~increased~~follows tothe ~~$1,287~~guidance ~~for~~of the ~~three-months~~Accounting Standards ~~ended~~Codification ~~December~~Topic 31605, ~~2009~~“Revenue ~~from~~Recognition.” $0We ~~for~~record ~~the~~revenue ~~three-months~~when ~~ended~~persuasive ~~December~~evidence of ~~31,~~an ~~2008~~arrangement aexists, ~~net~~product ~~increase~~delivery ofhas $1occurred,~~287.~~ ~~This~~the ~~increase~~selling ~~relates~~price to ~~interest~~the oncustomer ~~the~~is ~~line~~fixed or determinable and collectability of ~~credit~~the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided.

Milwaukee Iron generated a net loss of $157,812 for the three months ended December 31, 2009 versus net loss of $254,802 for the same period in 2008. The decrease in net loss of $97,041 is a result of the reduction in general and administrative expenses.

Twelve months ended September 30, 2009 compared to twelve months ended September 30, 2008

For the twelve-months ended September 30, 2009 Iron generated $517,411 in revenues compared to $0 in revenues for the twelve-months ended September 30, 2008 for an increase of $517,411. The increase in revenue is a result of ticket sales, sponsorship and merchandising as there were no games being played in the prior period.

Cost of goods sold for the twelve-months ended September 30, 2009 was $995,384 compared to $0 for the twelve-months ended September 30, 2008 for an increase of $995,384. This increase was a result of the football team and game operations, sponsorships and tickets.

Total general and administrative expenses increased to $585,129 for the twelve months ended September 30, 2009 from $0 for the twelve-months ended September 30, 2008 a net increase of $585,129. The reason for the increase was the fact there were no games being played in the prior period.

Depreciation expense for the twelve-months ended September 30, 2009 was $50,585 compared to $43,421 for the twelve-months ended September 30, 2008, an increase of $7,164. The increase resulted from the purchase of additional assets in the last twelve months.

Interest expense increased to $760 for the twelve-months ended September 30, 2009 from $0 for the twelve-months ended September 30, 2008 a net increase of $760. This increase relates to the line of credit.

Milwaukee Iron generated a net loss of $1,114,446 for the twelve months ended September 30, 2009 versus net loss of $43,421 for the same period in 2008. The increase in net loss of $1,071,025 is a result of the football season being played during the year and costs for promotion of the new team.

CAPITAL RESOURCES AND LIQUIDITY

On December 31, 2009 Iron had total assets of $489,324 compared to $321,461 on December 31, 2008, an increase of $167,863. The reason for the increase in assets is a result of the increase in accounts receivable and purchase of other assets. Iron had a deficit in total members’ capital of $341,128 on December 31, 2009 compared to the members’ capital of $177,277 on December 31, 2008, a decrease in equity of $518,405, which is in part due to the net

loss during the past 12 months. As of December 31, 2009 we had cash and cash equivalents of $1,681.

All assets are booked at historical cost. Management reviews on an annual basis the book value, along with the prospective dismantlement, restoration, and abandonment costs and estimate residual value for the assets, in comparison to the carrying values on the financial statements.

On December 31, 2009 Iron had Property and Equipment of $338,253 compared to $214,617 on December 31, 2008 an increase of $123,636 which is in part due to the purchase of a playing field and equipment for the football team.

Our credit facility includes a revolving line of credit of up to $350,000. At the end of the 2009 fiscal year, there was a balance of $150,000 outstanding on the revolving line of credit (the “Revolving Loan”). The Revolving Loan bears interest at varying rates that fluctuate based on the prime rate plus one percentage point, with the rate not falling below six percent. The rate is set at six percent until the lender changes it. The Revolving Loan is due and payable in full on December 28, 2009 and requires monthly interest payments. We are current on all payments due thereunder and the lender has extended the due date of the loan.

In October and November of 2008, we were granted two letters of credit in the amounts of $100,000 and $83,000, respectively. These letters of credit expire in October and November of 2010, subject to automatic renewal unless notified within 45 or 90 days, respectively. Each letter of credit, if used, will accrued interest at the Prime Rate plus one percentage point, with a floor rate of six percent. Interest payments will require monthly interest payments, if used. As of December 31, 2009, the unused letters of credit amounted to $183,000.

We have issued a note payable to a shareholder during the last fiscal year. The total due as of December 31, 2009 was $30,000. This obligation is due on demand and does not accrue interest. As of December 31, 2009, we owed another shareholder a total of $10,614 for expenses paid on behalf of the company. Both of these obligations are included in the accompanying financial statements as Loans from related parties.

Financing - The Equity Line of Credit

As a means for financing operations, we have entered into an Investment Agreement/Equity Line of Credit with Kodiak Capital Group, LLC, pursuant to which we have the right to “put” to Kodiak up to $15 million in shares of our common stock (i.e., we can compel Kodiak to purchase our common stock at a pre-determined formula). For a detailed discussion of the Investment Agreement, see the section entitled About This Offering as well as the attendant Risk Factors.

Cash Requirements

We have not yet achieved profitable operations and expect to incur further losses in the development of our business, the result of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our

ability to generate profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from business operations when they come due. We intend to meet our financial needs for operations through ticket sales, sponsorships and merchandise sales; otherwise, we intend to seek additional funds by equity and/or debt financing and/or related party advances. However there is no assurance of additional funding being available. As of December 31, 2009 we had cash and cash equivalents of $62,819.

We have financed operations through the collections of accounts receivable, ticket sales, and advertising revenue, as well as lines of credit and loans by officers and by financial institutions. Our future capital requirements will depend on numerous factors, including the profitability of the team and our ability to control costs. We believe that our current assets will be sufficient to meet our operating expenses and capital expenditures in the near term. However, we cannot predict when and if any additional capital contributions may be needed and we may need to seek one or more substantial new investors. New investors could cause substantial dilution to existing stockholders.

There can be no assurances that we will be successful in raising additional capital via debt and/or equity funding, or that any such transactions, if consummated, will be on terms favorable to us. In the event that additional capital is not obtained from other sources, it may become necessary to alter development plans or otherwise abandon certain ventures.

If we need to raise additional funds in order to fund expansion, develop new or enhanced services or products, respond to competitive pressures or acquire complementary products, businesses or technologies, any additional funds raised through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences or privileges senior to those of ours Common Stock.

In the next twelve months, the company’s goal is to achieve profitable operations through ticket sales, sponsorship and merchandise sales. Over the next 24 months the company’s focus is on expanding our client base, as well as obtaining new sponsors, and increasing tickets sales, while potentially seeking a strategic acquisition.

We do not currently have any contractual restrictions on our ability to incur debt and, accordingly we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

Off-Balance Sheet Arrangements.

We currently do not have any off-balance sheet arrangements.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “GCNV.OB”. Such trading of our common stock is limited and sporadic

The following table reflects the high and low bid information for our common stock for the period indicated. The bid information was obtained from the OTC Bulletin Board and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Quarter Ended	Bid High	Bid Low
December 31, 2009	$4.00	$1.25
Fiscal Year 2009
September 30, 2009	$3.00	$2.50
June 30, 2009	$3.00	$3.00
March 31, 2009	$4.00	$3.00
December 31, 2008	$4.00	$4.00
Fiscal Year 2008
September 30, 2008	$8.000	$4.500
June 30, 2008	$15.00	$7.500
March 31, 2008	$45.00	$0.050
December 31, 2007	$12.50	$7.500

As of March 9, 2010, there were approximately 29,271,332 shares of common stock issued and outstanding and there were 214 holders of record of our common stock.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On February 2, 2010, we filed a current report on Form 8-K disclosing that the audit practice of Bagell, Josephs, Levine & Company, LLC, our independent registered public accounting firm (the “Former Accountant”), was combined with Friedman LLP (“New Accountant”) on January 1, 2010None. As of the same date, the Former Accountant resigned as our independent registered public accounting firm and, with the approval of our Board of Directors, the New Accountant was engaged to be our independent registered public accounting firm.

~~Directors,~~MARKET ~~Executive Officers~~PRICE, ~~Promoters~~DIVIDENDS ~~and~~AND ~~Control~~RELATED ~~Persons~~SHAREHOLDER MATTERS

The ~~following~~Common ~~table~~Stock ~~sets forth the name, age and position of each person who~~ is aquoted ~~director~~on orOTCQB ~~executive~~under ~~as of~~ the ~~filing~~symbol of this registration statement. In connection with the Merger, we agreed, in part, to redeem (subject to the effectiveness of the Registration Statement) all of our currently outstanding Series A and Series B Preferred Stock (the “~~Redemption”)~~EVUS. ~~Pursuant~~”

43The following table sets forth the quarterly high bid and low bid prices at which the Common Stock has been quoted on OTCQB for the last two fiscal years and the subsequent interim periods. The prices set forth below represent interdealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions. The Common Stock has been very thinly traded and we do not believe that the prices at which the Common Stock has historically traded necessarily represent its fair market value or are a good indicator of the prices at which the Common Stock might trade in the future. Based on the thin trading of the Common Stock, we do not believe that a market for the Common Stock exists and we can give no assurance that there will be a market for the Common Stock in the future.

~~thereto,~~The ~~Richard~~following ~~Astrom~~table reflects the high and ~~Christopher~~low ~~Astrom~~bid ~~shall~~information for ~~remain~~the ~~our~~Common ~~sole~~Stock ~~officers~~for the periods indicated obtained from OMG and ~~directors~~reflects ~~until~~inter-dealer ~~such~~prices, ~~time~~without asretail ~~the~~mark-up, ~~Preferred~~markdown or ~~Stock~~commission, ~~has~~and ~~been~~may ~~redeemed.~~not necessarily represent actual transactions.

Name	Age	Positions and Offices to be Held
Christopher Astrom	38	Director, Chief Financial Officer
Richard Astrom	62	Director, Chief Executive Officer

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Christopher Astrom is the son of Richard Astrom.

Quarter Ended	Bid
Fiscal Year 2015		High		Low
Quarter Ended March 31, 2015 (through February ___, 2015)		$		$
Quarter Ended December 31, 2014	$	0.20	$	0.20
Quarter Ended September 30, 2014	$	0.20	$	0.20

Fiscal Year 2014
Quarter Ended June 30, 2014	$	0.00	$	0.00
Quarter Ended March 31, 2014	$	0.00	$	0.00
Quarter Ended December 31, 2013	$	0.00	$	0.00
Quarter Ended September 30, 2013	$	0.00	$	0.00

Fiscal Year 2013
Quarter Ended June 30, 2013	$	0.00	$	0.00
Quarter Ended March 31, 2013	$	0.00	$	0.00
Quarter Ended December 31, 2012	$	0.20	$	0.025
Quarter Ended September 30, 2012	$	0.30	$	0.20

~~Subject~~There tohas ~~the Redemption, the directors named above will serve until our first annual meeting of stockholders following completion of the Merger or until their respective successors have~~ been ~~appointed~~no ~~and~~public ~~duly~~market ~~qualified. Thereafter, directors will be elected~~ for ~~one-year terms at~~ the ~~annual~~Series ~~stockholders’~~D ~~meeting.~~Preferred ~~Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement~~Stock. Except in accordance with the Redemption, there is no arrangement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to our board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Christopher Astrom has been an officer and director of the Company since November 1, 2001. From 1995 through June 2007, Mr. Astrom has served as Vice-President and Corporate Secretary of National Realty and Mortgage, Inc. with responsibilities for property acquisitions. Mr. Astrom was the President, Corporate Secretary and a director of Capital Solutions I, Inc. until December 2007 whereupon he divested his ownership interest in connection with an exchange transaction described in Form 8-K filed with the SEC by Capital Solutions on December 10, 2007. He graduated from the University of Florida with a Bachelors Degree in Business Administration. Christopher Astrom is the son of Richard Astrom. Holders

~~Richard~~As ~~S. Astrom has been an officer and director~~ of the ~~Company~~date ~~since November 1, 2001. From 1995 through June 2007, Mr. Astrom served as President and Chief Executive Officer~~ of ~~National~~this ~~Realty and Mortgage~~Prospectus, ~~Inc.~~there Hewere ~~also~~188 ~~served~~holders ~~as a director~~ of ~~Capital Solutions I, Inc. until December 2007 whereupon he resigned his position in connection with an exchange transaction described in Form 8-K filed with~~record of the ~~SEC~~Common byStock ~~Capital~~and ~~Solutions~~5 onholders ~~December 10, 2007. Mr. Astrom earned a Bachelor’s Degree in Business Administration from the University~~ of ~~Miami. Richard Astrom is~~ the ~~father~~Series ofD ~~Christopher~~Preferred ~~Astrom~~Stock.

~~Directors and Executive Officers of Milwaukee Iron Arena Football Club, Inc.~~ Dividends

~~The~~To ~~new~~date, ~~directors~~we have not paid dividends and ~~officers~~we ofdo ~~Milwaukee~~not ~~Iron~~expect ~~Arena~~to ~~Football~~declare or ~~Club,~~pay ~~Inc.~~dividends ~~(our~~in ~~wholly-owned~~the ~~subsidiary)~~foreseeable ~~currently~~future. ~~consist~~The payment of ~~Andrew~~any ~~Vallozzi~~dividends ~~III~~will ~~(Chairman~~depend ~~and~~upon ~~CEO)~~our future earnings, ~~Jason~~if ~~Clark~~any, our financial condition, and other factors deemed relevant by our Board of Directors.

44DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

~~(director~~Directors and ~~Secretary), Todd Hansen (director and Treasurer), Chris Rebholz (director) and Larry Schroeder (director).~~Officers

~~Andrew~~The ~~Vallozzi~~Bylaws ~~III.~~state ~~President.~~that ~~Drew Vallozzi has been involved in~~ the ~~sport~~authorized ofnumber ~~Arena Football since the early 1990’s. In 2007 Mr. Vallozzi led a group~~ of ~~investors~~directors onshall be anot ~~quest~~less tothan ~~return~~1 ~~Arena~~nor ~~Football~~more tothan ~~the~~7 ~~city of Milwaukee. That quest became a reality when his group unveiled the Milwaukee Iron~~ and ~~the team began play in the spring 2009. Since that time Arena Football~~ has ~~proven~~been tofixed ~~be alive and well in southeast Wisconsin once again. As the Iron prepare for play in 2010 Mr. Vallozzi plays a prominent role in new league business and legislation~~ by ~~serving on~~ the ~~Arena Football One~~ Board of Directors. at 1 director.

From 1993-2001 Mr. Vallozzi played an instrumental role in building the Milwaukee Mustangs into one of the preeminent franchises of the Arena Football League. Mr. Vallozzi’s marketing background and expertise proved to be a key component to the Mustangs’ off-the-field success as the team never finished lower than eighth in seasonal attendance by regularly drawing over 14,000 fans per game. In 1996 the Mustangs led the AFL in total attendance attracting an average of 15,600 people to the Bradley Center for each game.

Name		Age		Position
Brian C. Howe		51		President, Chief Executive Officer and Director

~~Jason~~Mr. ~~Clark~~Howe ~~brings~~will ~~over~~serve 15as ~~years~~a ofdirector ~~sports~~in ~~marketing~~that ~~and~~capacity ~~management~~until ~~experience back to Arena Football and~~ the ~~Milwaukee~~next annual ~~Iron.~~shareholders’ ~~After~~meeting ~~serving~~or ~~for~~until ~~the~~his ~~last~~successor 11is ~~years~~elected inand ~~the~~qualified, ~~NCAA~~until ~~Division~~his Ideath ~~ranks~~or asuntil ~~the~~his ~~Assistant~~resignation ~~Athletic~~or removal. ~~Director~~Officers ~~for~~hold ~~External~~their ~~Relations~~positions at the ~~University~~will of ~~Wisconsin-Milwaukee,~~the ~~Clark~~Board ~~returned~~of toDirectors. ~~Arena~~There ~~Football~~are tono ~~become~~arrangements, ~~Vice~~agreements ~~President~~or ~~and~~understandings between ~~General~~non-management ~~Manager~~security ofholders ~~the~~and ~~Milwaukee~~management ~~Iron~~under inwhich ~~July~~non-management ~~of 2009.~~security ~~Prior~~holders tomay ~~his~~directly ~~work~~or atindirectly participate ~~UWM,~~in ~~Clark~~or ~~served~~influence as the ~~Director~~management of ~~Communications~~our ~~for the Milwaukee Mustangs of the Arena Football League for three years~~affairs.

~~Mr.~~Table ~~Clark spent over a decade at the University~~ of ~~Wisconsin-Milwaukee~~Contents as a senior member of the athletics staff, overseeing all aspects of the external relations unit including media and broadcast contracts, corporate partnerships, marketing, advertising and ticket sales. Clark played a prominent role in the day-to-day operations of several Division I sports and served as the television color analyst and post-game radio show host for the highly successful Panther men’s basketball program. He supervised the event operations staff and directed game operations for men’s and women’s basketball, men’s and women’s soccer, and women’s volleyball, while coordinating activities for all of the spirit squads, including the dance team, cheerleaders, mascot and pep band. In 2008 he founded the Panther Pack, the student incentive rewards program designed to encourage and promote student attendance at all home athletic events; the 2008-09 season saw student attendance at UWM athletic events rise by over forty percent. He also served as the director of the University’s Athletics’ Hall of Fame, as well as the Horizon League’s elected conference representative with the National Association of Collegiate Marketing Administrators (NACMA) from 2002-2009. 33

~~With~~Mr. Howe has served as president and sole director of the ~~Mustangs~~Company since the closing of the Merger, ~~Clark~~as ~~was~~President ~~responsible~~and ~~for~~sole ~~the~~director ~~content~~of inCharging ~~various~~since ~~team~~July ~~publications~~2014 and ~~coordinated~~as ~~Mustangs’~~a ~~telecasts~~director ~~with~~of ~~networks~~Charging ~~such~~since its founding in August 2013. Mr. Howe has served as ~~ESPN~~the Chief Executive Officer and Director of JNS Power & Control Systems, Inc. ~~ESPN2~~(“JNS”), a firm in the business of building automation and ~~ABC~~design build electrical work, since January 2002. Mr. Howe is an expert in construction management, with over 22 years in the industry. Mr. Howe holds a Supervising Electrician License issued by the City of Chicago Department of Buildings. He ~~oversaw~~has ~~media~~taught ~~relations~~classes at The IBEW-NECA Tech Institute, ~~community~~in ~~relations~~Alsip, Illinois, ~~and~~teaching ~~the~~basic ~~telemarketing~~building ~~ticket~~controls ~~sales~~and ~~department~~refrigeration to Journeyman Electricians. He ~~served~~has asmanaged aresidential, ~~founding~~commercial, healthcare, ~~member~~hotel, ofeducational ~~the~~and ~~AFL~~other ~~Public~~construction ~~Relations~~projects, ~~Directors’~~including ~~Association~~projects under construction management and guaranteed maximum price contract scenarios. Mr. Howe graduated from BEW-NECA Tech Institute in 1996.

45During the last 5 years, no director has held any other directorship in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

InThe ~~2000,~~prior ~~Clark~~experience ~~served~~of asMr. aHowe ~~Site Control Coordinator for the NCAA Men’s Basketball Final Four~~ in ~~Indianapolis~~management, ~~Indiana.~~together Hewith his ~~has~~willingness ~~extensive~~to ~~experience~~spend ina ~~several~~substantial ~~capacities~~amount ~~working~~of inhis ~~sports and has spent~~ time as an ~~account~~officer ~~executive~~of ~~and~~the aCompany, ~~ticket~~led ~~sales~~to ~~representative~~the ~~with~~conclusion ~~hockey’s~~that ~~Milwaukee~~he ~~Admirals~~was ~~and~~a ~~Utah~~desirable person ~~Grizzlies~~to asserve ~~well~~ as ~~minor~~a ~~league baseball’s Indianapolis Indians~~director.

~~Employment~~Upon ~~Agreements~~the closing of the Merger Agreement, Richard S. Astrom resigned as a director, leaving Mr. Howe as our sole director, and was replaced as president by the appointment of Mr. Howe to that office. Mr. Astrom’s resignation was voluntary and not because of a disagreement with the Company.

WeFamily ~~have not entered into employment agreements with any of our executive officers.~~ Relationships

~~Board of Directors~~ None.

~~Our~~Related ~~Board~~Party of Directors currently consists of two (2) members. Our Bylaws provide that our board shall consist of not less than one (1) nor more than nine (9) individuals. The terms of directors expire at the next annual shareholders’ meeting unless their terms are staggered as permitted in our bylaws. Each shareholder is entitled to vote the number of shares owned by him for as many persons as there are directors to be elected. Shareholders do not have a right to cumulate their votes for directors. Transactions

~~Director~~Shareholder ~~Compensation~~ Loan

~~Currently~~Charging and Mr. Howe have entered into a loan agreement, wedated doJuly ~~not~~23, ~~pay~~2014, ~~our~~under ~~directors~~which ~~any~~he ~~cash~~may ormake ~~other~~loans ~~compensation~~to Charging. InThis ~~the~~agreement ~~future,~~provides wethat ~~may~~all ~~consider~~loans ~~appropriate~~will ~~forms~~be ofdue on ~~compensation~~December 15, ~~including~~2015, and will bear interest at the ~~issuance~~rate of ~~common~~3.25% ~~stock~~per ~~and~~annum, ~~stock~~to ~~options~~be aspaid ~~compensation~~when the loan or loans mature. There is presently $10,000 outstanding under this agreement.

~~Committees~~Mr. Howe and a former officer, director and shareholder of Charging, made capital contributions of $3,000 to Charging when Charging was incorporated. That officer also loaned $7,500 to Charging, which was repaid on August 20, 2014.

ToEmployment ~~date, we have not established a compensation committee, nominating committee or an audit committee.~~ Arrangements

There are no employment agreements between us and our sole officer and director.

Merger

In connection with the Merger, Mr. Howe received 2,180,000 shares of Series D Convertible Preferred Stock, which are convertible into 4,360,000,000 shares of Common Stock, as merger consideration for his shares in Charging. This merger consideration was fixed in negotiations at arms’ length between the Company and Charging prior to the time that Mr. Howe became an officer or director of the Company.

Indebtedness to Former Officer and Director

The Company owed Mr. Astrom $40,928 for advances that he made to the Company, of which $5,500 was made during the 9 months ended June 30, 2014, $7,642 was made during the Fiscal Year Ended September 30, 2013, and $7,236 was made during the Fiscal Year Ended September 30, 2013. These advances did not bear interest and were carried as book-entry indebtedness. All of this indebtedness has been discharged. See “Exchange Transaction,” immediately below.

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Exchange Transaction

Prior to the Merger, Richard S. Astrom owned 5,000,000 shares of Series A Preferred Stock and 5,000,000 shares of Series B Preferred Stock, and was owed $40,928 for advances that he had made to the Company, which indebtedness was carried as related party debt on the books of the Company. In satisfaction of a condition precedent to the Merger, Mr. Astrom and the Company entered into an Exchange Agreement, dated as of October 27, 2014, pursuant to which (i) the above mentioned shares were surrendered, (ii) the above mentioned indebtedness was extinguished, (iii) the Company made a convertible promissory note, dated October 27, 2014, in the principal amount of $400,000 in favor of Mr. Astrom and (iv) the Company and Mr. Astrom entered into a pledge agreement, dated October 27, 2014, securing the indebtedness of the Company to Mr. Astrom under the convertible promissory note. Mr. Astrom represented and warranted to the Company that (i) the above mentioned indebtedness was the only indebtedness of the Company owed to him, (ii) all other indebtedness of the Company owing to any other person or entity had been discharged and (iii) after his surrender of his 5,000,000 shares of Series A Preferred Stock and 5,000,000 shares of Series B Preferred Stock, no shares of any class or series of the capital stock the Company, other than 155,892 shares of its common stock, were outstanding and that the Company had not issued or agreed to issue any instrument that entitled the holder thereof to acquire any of the Company’s equity securities, other than the Series D Preferred Stock to be acquired under the Merger Agreement and the Private Placement. Also on October 27, 2014, the Company prepaid $25,000 of the principal amount of the convertible promissory note. The principal terms of the convertible promissory note and the pledge agreement are as follows:

The Convertible Promissory Note.

The principal amount of the convertible promissory note is $400,000, of which $25,000 has been repaid. It originally bore interest at the rate of 0.38 percent per annum and was due on October 27, 2015, but on January 15, 2015, Mr. Astrom and the Company entered into an agreement extending the date on which the convertible promissory note is due to March 31, 2016, and increased its rate to 0.41 percent per annum. The convertible promissory note is subject to acceleration in the event of certain events of default, contains certain restrictive covenants and is secured by a pledge of all of the shares in Charging. If an event of default, including failure to pay the convertible promissory note when due, occurs, the unpaid principal amount of the convertible promissory note and the interest accrued thereon will be convertible as a whole or in part from time to time into an indeterminate number of shares of Common Stock at a conversion price per share equal to 50% of the average of the daily closing prices for a share of Common Stock for the three (3) consecutive trading days ending on the trading day immediately prior to the day on which the convertible promissory note is delivered for conversion. The convertible promissory note also contains certain covenants under which the Company may not consummate a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event or transfer any of its property or assets outside the ordinary course of business without the consent of Mr. Astrom; may conduct business only through wholly owned subsidiaries; may not sell, transfer, mortgage, pledge or otherwise dispose of any shares or interests in any of its subsidiaries or permit any of them to transfer, mortgage, pledge or otherwise dispose of any shares or interests in a subsidiary held by it; is required to file reports timely under and remain subject to the reporting requirements of the Exchange Act; and may not file a registration statement under the Securities Act until one year after the date on which Mr. Astrom shall first have converted any portion of the convertible promissory note into shares of Common Stock.

The convertible promissory note constitutes a material risk to our business because:

•

We may not be able to repay it when it is due, in which case Mr. Astrom could foreclose on the shares of Charging which he holds as security for its payment (see “Pledge Agreement,” immediately below). In that event, we would not have any operations, our business would fail and our shareholders would lose their investments.

•

We may not engage in transactions under which we could acquire or combine with other businesses or reorganize without Mr. Astrom’s consent, which he may withhold in his discretion. If Mr. Astrom did not consent to a proposed acquisition, we could lose a desirable business opportunity.

•

Our inability to file a registration statement restricts our ability to obtain financing in the public markets. As a result, until the convertible promissory note is paid, we may not be able to raise some or all of the funding required to execute our plan of operations, expand our business or take advantage of other opportunities. While Mr. Astrom could waive this restriction, he is not obligated to do so.

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The Pledge Agreement

The pledge agreement provides, among other things, that all of the shares of Charging are pledged to Mr. Astrom to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the obligations of the Company under the convertible promissory note. In the event that the Company were to default under the convertible promissory note, Mr. Astrom would be entitled to foreclose on and sell the shares of Charging at a public or private sale and apply the proceeds of such sale to satisfy the convertible promissory note. Inasmuch as all of our operations are conducted through Charging, the result of such sale would be that we would have no operations and the holders of Common Stock would lose all or substantially all of their investment.

Private Placement

On October 27, 2014, the Company completed the Private Placement, in which it received $25,000 as a result of the issuance of 350,000 shares of Series D Preferred Stock. These shares will be converted into 700,000,000 shares of Common Stock upon the occurrence of the Automatic Conversion Event. Until such occurrence, the holders of these shares may, at their option, convert up to 249,000 shares into up to 498,000,000 shares of Common Stock on a “first come – first served” basis. All of the participants in the Private Placement paid the same price for their shares.

Pursuant to a Share Purchase Agreement, dated September 11, 2014, between the Company and Dixie Assets Management, Inc., a corporation controlled by Mr. Astrom, our former president and sole director, he acquired beneficial ownership of 100,000 shares of Series D Preferred Stock, which will be converted into 200,000,000 shares of Common Stock upon the occurrence of the Automatic Conversion Event, for the purchase price of $7,142.86. Pursuant to a Share Purchase Agreement, dated September 11, 2014, between the Company and Pharo Tesoro LLC, a limited liability company controlled by Pamela Astrom, the wife of Mr. Astrom, she acquired beneficial ownership of 101,000 shares of Series D Preferred Stock, which will be converted into 202,000,000 shares of Common Stock upon the occurrence of the Automatic Conversion Event, for the purchase price of $7,214.29.

In connection with the Private Placement, the Company and the participants in the Private Placement entered into Registration Rights Agreements, dated September 11, 2014, pursuant to which the Company is obligated to file a registration statement, registering the shares of Series D Preferred Stock that they acquired in the Private Placement and the shares of Common Stock that they will receive upon conversion of their shares of Series D Preferred Stock under the Securities Act and to use its best efforts to cause the registration statement to become effective, all containing the same terms. The registration rights agreements contain no penalties in the event that the Company does not file the registration statement or in the event that it does not become effective within a specified period or at all.

Board Ratification

On October 27, 2014, following the appointment of Mr. Howe as a director and the resignation of Richard S. Astrom as a director, the board ratified, confirmed, adopted and approved all resolutions adopted by Mr. Astrom, as sole director of the Company, in connection with the adoption, approval and consummation of the Merger Agreement and all instruments executed and delivered and actions taken by him, as President of the Company or otherwise, pursuant to said resolutions, including his execution and delivery of the above mentioned exchange agreement, convertible promissory note and pledge agreement in the name and on behalf of the Company.

Possible Transaction with JNS

We may contract with JNS, of which Mr. Howe is the chief executive officer and a director, among other things for the purchase from it of 30 Level 2 charging stations, having an approximate fair market value of approximately $90,000. We may also contract with JNS for the installation of charging stations, whether or not they were acquired from JNS.

We have not entered into any definitive agreements with respect to these matters. In the event that we do enter into any such agreements, we intend to do so on the same terms as we would enter into them with third parties.

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Conflicts of Interest

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.

Shareholder Communications with the Board of Directors

The Board of Directors has not adopted a formal methodology for communications from shareholders on the belief that any communication would be brought to the Board’s attention by virtue of its current composition of a single director. Any shareholder who wishes to communicate with the Board of Directors should send a letter to the Secretary of at our current principal address.

Committees of the Board of Directors

The Board has not formed any committees because the Board of Directors will consist of only Mr. Howe and because our shares are not traded on an exchange or on a national securities exchange, we are not required by law or applicable regulations to have an audit committee. All matters relating to audit, compensation, nominations and corporate governance are considered and acted upon by our Board of Directors.

Legal Proceedings

No current director, officer, nominee for director or officer, affiliate or promoter has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, nor has any such person been the subject of any order, judgment or decree involving the violation of any state or federal securities or commodities laws. The Company is not aware of any legal proceedings to which any director, officer or affiliate of the Company, any record or beneficial owner of more than five (5) percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has an interest adverse to the Company.

Director Independence

Currently, we do not have any directors who are independent. We have used the definition of “independent director” set forth in NASDAQ Stock Market Listing Rule 5605(a)(2) to make this determination. This rule provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. This rule further provides that a director cannot be considered independent if:

•

he is, or at any time during the past three years was, an employee of the company;

•

he or his family member accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions);

•

his family member is, or at any time during the past three years was, an executive officer of the company;

•

he or his family member is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

Table of Contents

•

he or his family member is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or

•

he or his family member is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Compliance with Section 16(a) of the Exchange Act

~~Section~~Based ~~16(a)~~solely ofupon ~~the~~a ~~Securities~~review ~~Exchange Act~~ of ~~1934,~~Forms as3 ~~amended,~~and 4 ~~requires~~and ~~the~~amendments ~~registrant’s~~thereto ~~officers~~furnished ~~and~~to ~~directors,~~us ~~and~~during ~~persons~~our ~~who~~most ~~own~~recent ~~more~~fiscal ~~than~~year ~~10%~~and ofForms a5 ~~registered~~and ~~class~~amendments ofthereto ~~the~~furnished ~~registrant’s~~to ~~equity~~us with ~~securities,~~respect to ~~file~~our ~~reports~~most ofrecent ~~ownership~~fiscal year, and ~~changes~~written inrepresentation ~~ownership~~from ofa ~~equity~~reporting ~~securities~~person ofthat ~~the~~no ~~Registrant~~Form ~~with~~5 ~~the~~is ~~Securities~~required, ~~and~~there were ~~Exchange~~no ~~Commission.~~late ~~Officers~~reports, ~~directors~~transactions ~~and~~that ~~greater-than~~were ~~10% shareholders~~not ~~are~~reported ~~required~~on bya ~~the~~timely ~~Securities~~basis ~~and~~or ~~Exchange~~any ~~Commission~~known ~~regulations~~failure to ~~furnish~~file ~~the registrant with copies of all Section 16(~~a) ~~forms~~required ~~that they file~~form.

~~Executive~~Code ~~Compensation~~of Ethics

~~The~~We ~~following~~have ~~table~~not ~~sets~~adopted ~~forth~~a corporate code of ethics. We plan in the ~~compensation~~near onfuture anto ~~annualized~~adopt ~~basis~~a ~~for~~code ~~fiscal~~of ~~years~~ethics ~~ending~~reasonably ~~September~~designed 30to deter wrongdoing and promote honest and ethical conduct; provide full, ~~2009~~fair, accurate, timely and ~~2008~~understandable ~~that~~disclosure ~~will~~in bepublic ~~earned~~reports; bycomply ~~our~~with ~~named~~applicable ~~executive~~laws; ~~officers.~~ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

46Family Relationships

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Christopher Astrom, CFO	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0
Richard Astrom, CEO	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0

There are no family relationships among our officers, directors or persons nominated for such positions.

~~OUTSTANDING~~EXECUTIVE ~~EQUITY AWARDS AT SEPTEMBER 30, 2009~~COMPENSATION

OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Christopher Astrom	0	0	0	0	0	0	0	0	0
Richard Astrom	0	0	0	0	0	0	0	0	0

The following table provides certain information for the fiscal years ended June 30, 2014, 2013, and 2012, concerning compensation earned for services rendered in all capacities by our named executive officers, who were our only officers during those periods. None of our executive officers has received any compensation since June 30, 2014.

~~Security~~Summary ~~Ownership of Certain Beneficial Owners and Management~~Compensation Table

The following table sets forth certain information, as of March 9, 2010 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of our executive officers and directors, and (iii) our directors and executive officers as a group. The information relating to the ownership interests of such shareholders is provided after giving effect to the Merger.

Name	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Brian C. Howe¹	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
	2011	0	0	0	0	0	0	0	0
Richard S. Astrom²	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0
	2011	0	0	0	0	0	0	0	0

471 President since October 27, 2014.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)					Percent of Class(1)
	Common stock		Preferred Stock			Common stock			Preferred Stock
Christopher Astrom(2) c/o Milwaukee Iron Arena Football, Inc. 11415 NW 123 Lane, Reddick, Florida 32686		978,000		10,000,000	(2)		3	%		100	%
Richard Astrom c/o Milwaukee Iron Arena Football, Inc. 11415 NW 123 Lane, Reddick, Florida 32686		505,000		0			1.7	%		0
Directors and Officers as a group (2 persons)		1,483,000		10,000,000

President until October 27, 2014.

~~(1)~~Option Based on an aggregate of 29,271,332 common shares and 10,000,000 preferred shares outstanding as of March 9, 2010. Each share of series A convertible preferred stock entitles the holder thereof to 25 votes on all matters, the right to convert each share into 25 shares of common stock and a liquidation preference of $500.00 per share. Each share of series B convertible preferred stock entitles the holder thereof to two hundred fifty (250) votes on all matters, the right to convert each share into two hundred fifty (250) shares of common stock and a liquidation preference of $500.00 per share. Upon effectiveness of the forward stock split described below, the voting preference shall increase by a factor of 1000.Grants

~~The~~As ~~share numbers give effect to a forward stock split approved by written consent~~ of ~~more than a majority of our security holders, on February , 2010. Upon~~ the ~~effectiveness~~date of ~~the~~this ~~forward~~Prospectus ~~stock~~we ~~split,~~had ~~each~~not granted ~~share~~any ofoptions ~~our~~or ~~common~~ stock ~~outstanding~~appreciation ~~prior~~rights to ~~the Merger will receive an additional 1000 shares of~~ our ~~common~~named ~~stock.~~executive Inofficers the same written consent, more than a majority of our security holders also approved increasing our authorized common stock to 1 billion shares. We anticipate that the forward stock split and increase in authorized common stock will be effected on or ~~around 20 days after mailing to our security holders an information statement in compliance with Regulation 14C under the Securities Exchange Act of 1934, as amended~~directors.

~~(2)~~Management Christopher Astrom owns 5,000,000 shares of Series A Convertible Preferred Stock and 5,000,000 shares of Series B Convertible Preferred Stock. In connection with the Merger, we agreed, in part, to redeem (subject to the effectiveness of the Registration Statement) all of the currently outstanding Series A and Series B Preferred Stock in exchange for $350,000 cash and 870,000 shares of our common stock. Agreements

~~However,~~We onhave ~~March~~not ~~10, 2010, we~~ entered into aany ~~Stock~~consulting ~~Purchase~~or management ~~Agreement~~agreements with ~~Andrew~~any ~~Vallozzi III pursuant to which we have agreed to sell to Mr. Vallozzi 1 million shares~~ of ~~Series~~our Bcurrent ~~Preferred~~executive ~~Stock~~officers inor ~~exchange for $35,000, payable $1000 per month for 35 months pursuant to a promissory note~~directors. ~~The sale is contingent on the closing of the Redemption of the Preferred Stock.~~

48Table of Contents 38

~~Certain~~Equity ~~Relationships~~Awards, ~~and~~Grant ~~Related~~Based ~~Transactions~~Awards, Stock Options, Pension Benefits and ~~Corporate~~Deferred ~~Governance~~Compensation

InThe ~~connection~~Company ~~with~~has ~~the~~never ~~Merger,~~granted weequity ~~agreed,~~or ingrant based ~~part~~awards, tostock ~~redeem~~options ~~(subject~~or topension ~~the~~benefits ~~effectiveness of the Registration Statement) all of our currently outstanding Series A~~ and ~~Series~~has Bnot ~~Preferred~~entered ~~Stock~~into inany ~~exchange~~deferred ~~for~~compensation ~~$350,000~~plan ~~cash~~or ~~and 870,000 shares of our common stock, which preferred stock is owned by Christopher Astrom~~arrangement.

OnCompensation ~~March 10, 2010, we entered into a Stock Purchase Agreement with Andrew Vallozzi III pursuant to which we have agreed to sell to Mr. Vallozzi 1 million shares~~ of ~~Series B Preferred Stock in exchange for $35,000, payable $1000 per month for 35 months pursuant to a promissory note. The sale is contingent on the closing of the Redemption of the Preferred Stock.~~Directors

Our directors have not received any compensation for their services as directors. We ~~lease~~have ~~office~~no ~~space~~formal ~~from~~plan ~~AVA~~for ~~Marketing,~~compensating ~~LLC~~our directors for their services in the future in their capacity as directors, ~~which~~although issuch ~~50%~~directors ~~owned~~may in the future receive options to purchase shares of our Common Stock as awarded by ~~Andrew~~our ~~Vallozzi~~Board ~~III.~~of Directors or by any compensation committee that may be established.

~~Christopher~~Pension, ~~Astrom~~Retirement isor ~~the~~Similar ~~son of Richard Astrom~~Benefit Plans

~~Where~~There ~~You~~are ~~Can~~no ~~Find~~arrangements ~~Additional~~or ~~Information~~plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

WeCompensation ~~have~~Analysis filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Milwaukee Iron Arena Football, Inc. filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

InThe ~~addition,~~Company ~~after~~is ~~the~~presently ~~effective~~paying ~~date~~compensation to ofits ~~this~~officers ~~prospectus,~~on wean irregular and inadequate basis. We believe that regular and adequate compensation will eventually be required to ~~file~~retain ~~annual,~~their ~~quarterly~~services. In particular, ~~and~~we ~~current~~believe ~~reports,~~that oradequate ~~other~~compensation ~~information~~for persons with ~~the~~Mr. ~~SEC~~Howe’s ass ~~provided~~credentials and byexperience ~~the~~at ~~Securities~~a ~~Exchange~~like ~~Act.~~stage ~~You~~of ~~may~~its ~~read~~development would involve a salary of approximately $150,000 per year, a cash bonus and non-cash ~~copy~~incentive ~~any~~compensation ~~reports~~based on performance, ~~statements~~and orstock ~~other~~options. ~~information~~We recognize that we ~~file~~needs atto ~~the~~develop ~~SEC’s~~compensation ~~public~~programs that ~~reference~~will ~~facility~~provide ~~maintained~~adequate bycash ~~the~~and ~~SEC~~short- atand ~~100~~long-term Fincentive ~~Street,~~compensation ~~N.E.,~~in ~~Washington,~~order ~~D.C.~~to ~~20549.~~attract ~~You~~and ~~can~~retain ~~request~~qualified officers ~~copies~~and ofkey ~~these documents~~employees, ~~upon~~but ~~payment~~we ofhas anot ~~duplicating~~yet ~~fee,~~determined bywhat ~~writing~~the compensation program is designed to reward; the ~~SEC.~~various ~~Please~~elements ~~call~~of compensation; the ~~SEC~~bases atfor ~~1-800-SEC-0330~~selecting ~~for~~each ~~further~~element; ~~information~~how onwe will determine the ~~operation~~amount ofto be paid for each element (or the ~~public~~formula for ~~reference~~such ~~room.~~payment); ~~Our~~and ~~SEC~~how ~~filings~~our ~~are~~decisions ~~also~~regarding ~~available~~that toelement ~~the~~fit ~~public~~into ~~through~~our ~~the~~overall ~~SEC’s~~compensation ~~Internet~~objectives ~~website~~and ataffect ~~http://www~~decisions regarding other elements.~~sec.gov.~~

~~Disclosure~~SECURITY ofOWNERSHIP ~~Commission~~OF ~~Position~~CERTAIN onBENEFICIAL ~~Indemnification~~OWNERS AND ~~for Securities Act Liabilities~~MANAGEMENT

~~Neither~~The ~~our~~following ~~Articles~~table sets forth the ownership, as of ~~Incorporation~~the ~~nor~~date ~~Bylaws~~of ~~prevent~~this usProspectus, ~~from~~of ~~indemnifying~~Common Stock by each of our ~~officers~~directors, by all of our executive officers and directors as a group and ~~agents~~by each person known to us who is the ~~extent~~beneficial ~~permitted~~owner ~~under~~of ~~the~~more ~~Nevada~~than ~~Revised~~5% ~~Statute~~of ~~(“NRS”).~~any ~~NRS~~class ~~Section~~of 78our securities.~~502,~~ ~~provides~~As that adate, there ~~corporation~~were ~~shall~~issued ~~indemnify~~and ~~any~~outstanding ~~director~~155,892 ~~officer,~~shares ~~employee~~of orCommon ~~agent~~Stock ofand a2,530,000 ~~corporation~~shares ~~against~~of ~~expenses,~~Series ~~including~~D ~~attorneys’~~Preferred ~~fees,~~Stock ~~actually~~which ~~and~~were ~~reasonably~~convertible into ~~incurred~~5,060,000,000 byshares ~~him~~of ~~in connection~~Common ~~with~~Stock. ~~any~~If all of the ~~defense~~shares toof ~~the~~Series ~~extent~~D ~~that~~Preferred aStock ~~director,~~were ~~officer~~converted, ~~employee~~The orCompany ~~agent~~would have 5,060,155,892 shares of aCommon ~~corporation~~Stock ~~has~~issued ~~been~~and ~~successful~~outstanding. onAll persons named in the ~~merits~~following ortable ~~otherwise~~have insole ~~defense~~voting and investment control with respect to their shares and own their shares directly. The number of ~~any~~shares ~~action,~~described ~~suit~~below orincludes ~~proceeding~~shares which ~~referred~~the beneficial owner has the right to ~~Section~~acquire ~~78.502(1)~~within or60 ~~78.502(2),~~days orof inthe ~~defense~~date of ~~any~~this ~~claim,~~Prospectus. ~~issue~~Mr. orHowe’s ~~matter~~address ~~therein~~is that of the Company.

Name of Beneficial Holder	Nature and Amount of Beneficial Ownership of Common Stock¹	Percent of Class²

Brian C. Howe³	4,360,000,000⁴	86.2%⁴
All officers and Directors as a Group	4,360,000,000⁴	86.2%⁴

~~NRS~~Table 78.502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of ~~the~~Contents corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.39

~~NRS~~1 ~~Section~~All ~~78.502(2)~~shares ~~provides~~are ~~that~~owned ~~a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened~~beneficially, ~~pending or completed action or suit by or in the right~~ of ~~the~~record corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and ~~attorneys’ fees actually and reasonably incurred by him in connection~~ with ~~the~~sole ~~defense~~dispositive ~~or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78~~power.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

~~NRS~~2 ~~Section~~Based ~~78.747~~on ~~provides that except as otherwise provided by specific statute~~155,892 nooutstanding ~~director~~shares ~~or officer~~ of aCommon ~~corporation~~Stock isand ~~individually~~the ~~liable~~conversion ~~for~~of aall ~~debt or liability~~ of the ~~corporation~~2,530,000 ~~unless~~outstanding ~~the~~shares ~~director~~of orSeries ~~officer~~D ~~acts~~Preferred asStock ~~the~~into ~~alter~~5,060,000,000 ~~ego~~shares of ~~the~~Common ~~corporation.~~stock ~~The court~~ as ~~a matter~~ of ~~law must determine~~ the ~~question~~date of ~~whether~~this ~~a director or officer acts as the alter ego of a corporation~~Prospectus.

No3 ~~pending~~Mr. ~~material~~Howe ~~litigation~~is orthe ~~proceeding~~Company’s ~~involving our directors~~President, ~~executive~~Chief ~~officers,~~Executive ~~employees~~Officer ~~or other agents as to which indemnification is being sought exists,~~ and wesole ~~are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers~~director.

~~Insofar~~4 asBased ~~indemnification~~on ~~for liabilities arising under~~ the ~~Securities~~expected ~~Act~~conversion ~~may~~of beall ~~permitted~~of ~~to directors, officers or persons controlling us pursuant to~~ the ~~foregoing provisions~~2, ~~we have been informed that~~180,000 inshares ~~the opinion~~ of ~~the~~Series ~~Securities~~D ~~and~~Preferred ~~Exchange~~Stock ~~Commission,~~owned ~~such~~by ~~indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable~~Mr. InHowe ~~the~~into ~~event~~4,360,000,000 ~~that~~shares aof ~~claim~~Common ~~for indemnification~~stock ~~against~~within ~~such~~60 ~~liabilities~~days ~~(other~~after ~~than~~ the ~~payment~~date ~~by the registrant~~ of ~~expenses~~this ~~incurred or paid by a director, officer or controlling person of the~~Prospectus.

50The number of shares beneficially owned is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power, and also any shares which the individual has the right to acquire within 60 days of the determination date, through the exercise or conversion of any stock option, convertible security, warrant or other right.

~~registrant~~The inCompany ~~the~~is ~~successful~~not ~~defense~~aware of any ~~action,~~person ~~suit~~who owns orof ~~proceeding)~~record isor ~~asserted~~beneficially by5 ~~such~~percent ~~director, officer~~ or ~~controlling~~more ~~person~~of inits ~~connection~~outstanding ~~with the~~ securities ~~being~~of ~~registered~~any class, weother ~~will,~~than ~~unless~~as inset ~~the~~forth ~~opinion~~above. As of ~~our counsel~~ the ~~matter~~date ~~has~~hereof, ~~been~~there ~~settled~~are byno ~~controlling~~classes ~~precedent,~~or ~~submit~~series ~~to a court~~ of ~~appropriate~~stock ~~jurisdiction~~other ~~the~~than ~~question~~Common ~~whether~~Stock ~~such~~and ~~indemnification~~Series byD usPreferred isStock ~~against~~issued ~~public~~or ~~policy~~outstanding. There asare ~~expressed~~no ~~hereby~~known incurrent ~~the~~arrangements ~~Securities~~that ~~Act and we~~ will beresult ~~governed~~in ~~by the~~a ~~final~~change ~~adjudication~~in ~~of such issue~~control.

~~Legal~~INDEMNIFICATION ~~Matters~~OF DIRECTORS AND OFFICERS

The ~~validity~~only ofstatutes, ~~the~~charter ~~common~~provisions, ~~stock~~bylaws, contracts, ~~offered~~or ~~hereby~~other ~~will~~arrangements beunder ~~passed~~which ~~upon~~any bycontrolling ~~Legal~~person, &director ~~Compliance,~~or ~~LLC,~~officer ~~West~~is ~~Palm~~insured ~~Beach~~or indemnified in any manner against any liability which he may incur in his capacity as such, FLare Chapter 78 of the Nevada Revised Statutes (the “NRS”) and Section 6.09 of our By-laws.

~~Experts~~Nevada Revised Statutes

~~The~~Section ~~financial~~78.138 ~~statements~~of ~~appearing~~the inNRS ~~this~~provides ~~prospectus~~for ~~and~~immunity of ~~registration~~directors ~~statement~~from onmonetary ~~Form S-1 have been audited by Larry O’Donnell~~liability, ~~CPA,~~except ~~independent certified public accountants, as set forth~~ in ~~their~~certain ~~report~~enumerated ~~thereon appearing elsewhere in this prospectus and in the registration statement on Form S-1~~circumstances, ~~and such report is included in reliance upon such report given upon the authority of such firm~~ as ~~experts in accounting and auditing.~~ follows:

~~Interests~~Except ofas ~~Named~~otherwise ~~Experts~~provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and ~~Counsel~~694A.030, or unless the Articles of Incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on (a) ~~contingency~~his ~~basis~~act or ~~had,~~failure ~~or is~~ to ~~receive,~~act inconstituted ~~connection with the offering,~~ a ~~substantial~~breach ~~interest, directly or indirectly, in the registrant or any~~ of ~~its~~his ~~subsidiaries,~~fiduciary ~~provided~~duties ~~that~~as ~~Legal~~a &director ~~Compliance~~or ~~LLC~~officer; ~~owns 50,000 shares of our Common Stock, all of which are included in this prospectus.~~ and

~~Transfer~~(b) ~~Agent~~his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

~~Our~~Section ~~transfer agent is Island Stock Transfer, Inc~~78.,5702 ~~St.~~of ~~Petersburg,~~the NRS ~~Florida.~~provides as follows:

~~Financial~~1. ~~Statements~~A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

~~GENESIS~~(a) ~~CAPITAL~~is ~~CORPORATION OF~~not ~~NEVADA CONDENSED~~liable ~~FINANCIAL~~pursuant ~~STATEMENTS~~to ~~(UNAUDITED) DECEMBER~~NRS ~~31,~~78.138; ~~2009 AND 2008~~or

~~GENESIS~~(b) ~~CAPITAL~~acted ~~CORPORATION~~in OFgood ~~NEVADA~~faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

~~INDEX~~Table TOof ~~CONDENSED~~Contents ~~FINANCIAL STATEMENTS~~40

	PAGE(S)
Condensed Financial Statements (Unaudited):
Balance Sheets as of December 31, 2009 (Unaudited) and September 30, 2009 (Audited)		F-2
Statements of Operations for the three months ended December 31, 2009 and 2008(Unaudited)		F-3
Statements of Cash Flows for the three months ended December 31, 2009 and 2008(Unaudited)		F-4
Notes to Financial Statements		F-5-16

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

~~F-1~~(a) is not liable pursuant to NRS 78.138; or

~~GENESIS~~(b) ~~CAPITAL~~acted ~~CORPORATION~~in OFgood ~~NEVADA CONDENSED~~faith ~~BALANCE~~and ~~SHEETS~~in ~~(UNAUDITED)~~a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

	December 31, 2009			September 30, 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	455		$	491
TOTAL ASSETS	$	455		$	491
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	12,900		$	9,900
Officers Loan		37,452			37,452
Total Current Liabilities		50,352			47,352
STOCKHOLDERS’ (DEFICIT)
Preferred stock A, $.001 par value; 5,000,000 shares authorized and 5,000,000 shares issued and outstanding		5,000			5,000
Preferred stock B, $.001 par value; 5,000,000 shares authorized and 5,000,000 shares issued and outstanding		5,000			5,000
Common stock, $.001 par value; 500,000,000 shares authorized and 10,048 shares issued and outstanding		10			10
Additional paid-in capital		336,285			336,285
Accumulated deficit		(396,192	)		(393,156	)
Total Stockholders’ (Deficit)		(49,897	)		(46,861	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	455		$	491

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

~~The~~3. ~~accompanying~~To ~~notes~~the ~~are~~extent anthat ~~integral~~a ~~part~~director, officer, employee or agent of a corporation has been successful on the ~~condensed~~merits ~~financial~~or ~~statements~~otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

~~F-2~~The Bylaws

~~GENESIS~~Article ~~CAPITAL~~X ~~CORPORATION~~of OFthe ~~NEVADA CONDENSED~~Registrant’s ~~STATEMENTS OF OPERATIONS (UNAUDITED)~~Bylaws ~~FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008~~–

	THREE MONTHS ENDED
	2009			2008
CONSULTING REVENUE	$	—		$	—
OPERATING EXPENSES
Professional fees and compensation expenses		3,000			10,800
Administrative expenses		36			996
Total operating expenses		3,036			11,796
LOSS BEFORE PROVISION FOR INCOME TAXES		(3,036	)		(11,796	)
Provision for income taxes		—			—
NET LOSS APPLICABLE TO COMMON SHARES	$	(3,036	)	$	(11,796	)
NET LOSS PER BASIC AND DILUTED SHARES	$	(0.30	)	$	(1.17	)
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED SHARES		10,048			10,048

•

provide for mandatory indemnification, to the full extent permitted by law, of any present or former director or officer of the Registrant or any of its affiliates or subsidiaries who has served as such a director or officer after October 27, 2014 (each, an indemnitee), for all expenses, liabilities, losses or other specified amounts resulting from a legal proceeding arising from any occurrence that takes place after such date and that relates to the fact that such indemnitee is or was a director or officer of the Registrant or any of its affiliates or subsidiaries or at the request of the Registrant served in one of several specified capacities with respect to another entity;

~~The~~• ~~accompanying~~provide ~~notes~~that ~~are~~the Registrant is not required to indemnify an ~~integral~~indemnitee ~~part~~in ofconnection with any legal proceeding initiated by the ~~condensed~~indemnitee ~~financial~~against ~~statements. F-3~~the Registrant except under certain specified circumstances;

~~GENESIS~~• ~~CAPITAL~~require ~~CORPORATION~~the OFadvancement ~~NEVADA CONDENSED~~of ~~STATEMENTS~~expenses OFto ~~CASH~~an ~~FLOWS~~indemnitee ~~(UNAUDITED) FOR~~upon ~~THE~~receipt ~~THREE~~of ~~MONTHS~~an ~~ENDED~~undertaking ~~DECEMBER~~by ~~31,~~the ~~2009~~indemnitee ~~AND~~to ~~2008~~repay if it is ultimately determined that the indemnitee is not entitled to be indemnified by the Registrant;

	Three Months ended December 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,036	)	$	(11,796	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		3,000			10,800
Total adjustments		3,000			10,800
Net cash (used in) operating activities		(36	)		(996	)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) in officers loan		—			(12,067	)
Net cash (used in) financing activities		—			(12,067	)
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(36	)	$	(13,063	)
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD		491			13,662
CASH AND CASH EQUIVALENTS END OF PERIOD	$	455		$	599
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest expense	$	—		$	—
Income taxes paid	$	—		$	—

•

provide that (1) when making a determination of whether an indemnitee is entitled to indemnification under the Bylaws, there is a presumption that the indemnitee is entitled to indemnification and the Registrant has the burden of proof to overcome that presumption, and (2) that, in an indemnitee’s lawsuit to enforce his or her right to indemnification under the Bylaws, the Registrant must prove with clear and convincing evidence that the indemnitee is not entitled to indemnification;

~~The~~• ~~accompanying~~require ~~notes~~the Registrant to indemnify an indemnitee for expenses (and, if requested by an indemnitee, to advance such expenses on such terms and conditions as the Board deems appropriate) that are incurred by an ~~integral~~indemnitee ~~part~~in ofa lawsuit to enforce the ~~condensed~~indemnitee’s ~~financial~~indemnification ~~statements.~~rights under the Bylaws;

F• provide that rights to indemnification under the Bylaws are non-4exclusive, have certain survival rights and are deemed to be contractual rights; and

~~GENESIS~~Table ~~CAPITAL~~of ~~CORPORATION~~Contents ~~OF NEVADA NOTES TO CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008~~41

NOTE 1 -	ORGANIZATION AND BASIS OF PRESENTATION
	The condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual condensed unaudited statements and notes. Certain information and footnote disclosures normally included in condensed unaudited financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed unaudited financial statements be read in conjunction with the September 30, 2009 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed unaudited financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
	These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the condensed operations, changes in stockholders’ equity (deficit), and cash flows for the periods presented.
	Genesis Capital Corporation of Nevada (the “Company”) was incorporated in the State of Colorado in 1983. The Company has a total of 500,000,000 authorized common shares at December 31, 2009 and 2008, respectively, (par value $.001) with 10,048 shares issued and outstanding at December 31, 2009 and 2008, respectively, and 10,000,000 shares authorized preferred stock (par value of $.001) with 10,000,000 shares issued and outstanding as of December 31, 2009 and 2008.
	The Company entered into a Stock Acquisition Agreement with Christopher Astrom, Hudson Consulting Group, Inc. and Global Universal, Inc. of Delaware dated August 30, 2001, which closed on October 30, 2001. This Stock Acquisition Agreement enabled Senior Lifestyle Communities, Inc. to acquire 95% of the issued and outstanding shares of common and preferred stock of the Company for $315,000. For accounting purposes, the transaction has been accounted for as a reverse acquisition, under the purchase method of accounting.
	In addition to the Stock Acquisition Agreement, the Company and Senior Lifestyle Communities, Inc. entered into a Share Exchange Agreement and Plan of Reorganization.

•

provide that the Registrant has the power to purchase insurance or make other financial arrangements on behalf of an indemnitee for any liability and any related expenses, except that no such financial arrangement may provide protection for a person adjudged by a court of competent jurisdiction to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

~~F-5~~The general effect of the foregoing is to indemnify a person entitled to indemnification from liability, thereby making us responsible for any expenses or damages incurred by him in any action brought against them based on their conduct, provided they did not engage in fraud or criminal activity.

~~GENESIS~~Vacancies ~~CAPITAL~~in ~~CORPORATION~~the OFBoard ~~NEVADA~~of Directors. ~~NOTES~~The TOCompany’s ~~CONDENSED~~bylaws ~~FINANCIAL~~provide ~~STATEMENTS~~that (~~CONTINUED~~i) vacancies in the board may be filled by a majority of the remaining directors, ~~DECEMBER~~though 31less than a quorum, ~~2009~~or ~~AND~~by ~~2008~~a sole remaining director, (ii) each director so elected or appointed shall hold office until his successor is elected at an annual or a special meeting of the shareholders and (iii) a vacancy in the board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of Directors to be voted for at that meeting.

NOTE 1 -	ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
	Upon these agreements with Senior Lifestyle Communities, Inc., the Company on November 1, 2001 assumed by assignment, the obligation of certain 8% Series SPA Senior Subordinated Convertible Debentures in the face amount of $1,000,000 received by assignment from Senior Lifestyle Communities, Inc. and Sea Lion Investors, LLC, Equity Planners LLC, and Myrtle Holdings, LLC (collectively “Purchasers”), each a Colorado limited liability company, issue the Company’s debentures of Senior Lifestyle Communities, Inc.
	Senior Lifestyle Communities, Inc. is a Nevada Corporation engaged in the development of senior adult residences, incorporated in August, 2001. In addition to Senior Lifestyle Communities, Inc., the Company has Senior Adult Lifestyles, Inc. a wholly-owned subsidiary effective October 30, 2001. Additionally, the Company did not renew the corporate charters for Senior Lifestyle Communities, Inc. and Senior Adult Lifestyles, Inc. The Company transferred all assets and liabilities associated with these companies into the parent Genesis Capital Corporation of Nevada as the subsidiaries were dissolved.
NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	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 disclosures 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.
	Revenue and Cost Recognition
	The Company’s financial statements are prepared using the accrual method of accounting. Under this method, revenue is recognized when earned and expenses are recognized when incurred. The Company did not earn any revenue in 2009 and 2008. All weighted average calculations have been adjusted to account for the stock splits.

Special Meetings of Shareholders. The bylaws contain no provision enabling shareholders to call a special meeting of shareholders and Nevada corporate law confers no such right.

~~F-6~~CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION

~~GENESIS~~The ~~CAPITAL~~Company’s ~~CORPORATION~~articles OFof ~~NEVADA~~incorporation, ~~NOTES~~as TOamended, ~~CONDENSED~~contain ~~FINANCIAL~~certain ~~STATEMENTS~~provisions ~~(CONTINUED) DECEMBER~~that ~~31,~~may ~~2009~~affect ~~AND~~the ~~2008~~rights of its shareholders, as follows:

NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	Cash and Cash Equivalents
	The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents.
	The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000.
	Income Taxes
	The Company has adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740, Accounting for Income Taxes. The Company accounts for income taxes pursuant to the provisions of the ASC 740, Accounting for Income Taxes, which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
	Fair Value of Financial Instruments
	The carrying amount reported in the balance sheets for cash and cash equivalents, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.

Liabilities of directors and officers. NRS 78.138(7) provides that:

~~F-7~~unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that:

~~GENESIS~~(a) ~~CAPITAL~~The ~~CORPORATION~~director’s OFor ~~NEVADA NOTES~~officer’s TOact ~~CONDENSED~~or ~~FINANCIAL~~failure ~~STATEMENTS~~to ~~(CONTINUED) DECEMBER~~act ~~31,~~constituted ~~2009~~a ~~AND~~breach ~~2008~~of his or her fiduciary duties as a director or officer; and

NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	Earnings (Loss) Per Share of Common Stock
	Historical net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented.
	The following is a reconciliation of the computation for basic and diluted EPS:

(b)

The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

	December 31, 2009			December 31, 2008
Net (loss)	$	(3,036	)	$	(11,796	)
Weighted-average common shares outstanding (Basic)		10,048			10,048
Weighted-average common stock equivalents:
Stock options		—			—
Warrants		—			—
Preferred stock conversions		—			—
Weighted-average common shares outstanding (Diluted)		10,048			10,048

The amended articles of incorporation do not provide for greater individual liability for directors or officers.

~~Common~~Cumulative ~~stock~~Voting. ~~equivalents~~Nevada ~~were~~corporate law ~~not~~provides ~~included~~that inshareholders ~~the~~do ~~computation~~not ofhave ~~diluted~~a ~~earnings~~right ~~per~~to ~~share~~cumulate ~~when~~their ~~the~~votes ~~Company~~for ~~reported~~directors aunless ~~loss~~the ~~because~~articles toof do incorporation so ~~would be antidilutive for periods presented~~provide. ~~There~~The ~~were~~articles noof ~~outstanding~~incorporation ~~options~~do ~~and~~not ~~warrants~~provide atfor ~~December~~cumulative ~~31, 2009 and 2008~~voting.

~~F-8~~LEGAL MATTERS

~~GENESIS~~The ~~CAPITAL~~validity ~~CORPORATION~~of OFthe ~~NEVADA~~Series D Preferred Stock ~~NOTES~~and TOthe ~~CONDENSED~~Common ~~FINANCIAL~~Stock ~~STATEMENTS~~offered ~~(CONTINUED) DECEMBER~~hereby 31has been passed upon by Barry J. Miller, ~~2009~~Esq., ~~AND~~of ~~2008~~Huntington Woods, Michigan.

NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	Recent Accounting Pronouncements
	In September 2006, the FASB issued ASC 820-10, “Fair Value Measurements,” which provides a definition of fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. ASC 820-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions of ASC 820-10 should be applied prospectively. Management is assessing the potential impact on Genesis’s financial condition and results of operations.
	In February 2008, FASB Staff Position (“FSP”) FAS No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP No. 157-2”) was issued. FSP No. 157-2 defers the effective date of ASC 820-10 to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Examples of items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods), and long-lived assets, such as property, plant and equipment and intangible assets measured at fair value for an impairment assessment under ASC 360-10 and 360-20.
	The partial adoption of ASC 820-10 on January 1, 2008 with respect to financial assets and financial liabilities recognized or disclosed at fair value in the financial statements on a recurring basis did not have a material impact on the Company’s financial statements. See Note 7 for the fair value measurement disclosures for these assets and liabilities. The Company is in the process of analyzing the potential impact of ASC 820-10 relating to its planned January 1, 2009 adoption of the remainder of the standard.
	In September 2006, the FASB issued ASC 715 and 958, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, which amends SFAS No. 87 “Employers’ Accounting for Pensions” (SFAS No. 87), SFAS No. 88 “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (SFAS No. 88), FASB ASC 715-60, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FASB ASC 715-60), and SFAS No. 132R “Employers’ Disclosures about Pensions and Other Postretirement Benefits (revised 2003)” (SFAS No. 132R). This Statement requires companies to recognize an asset or liability for the overfunded or underfunded status of their benefit plans in their financial statements. FASB ASC 715 & 958 also requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year end. The standard provides two transition alternatives related to the change in measurement date provisions. The recognition of an asset and liability related to the funded status provision is effective for fiscal year ending after December 15, 2006 and the change in measurement date provisions is effective for fiscal years ending after December 15, 2008. This pronouncement has no effect on Genesis Capital at this time.

Table of Contents

~~F-9~~EXPERTS

~~GENESIS~~The ~~CAPITAL~~financial ~~CORPORATION~~statements OFappearing ~~NEVADA~~in this ~~NOTES~~Prospectus TOhave ~~CONDENSED~~been ~~FINANCIAL~~audited ~~STATEMENTS~~by ~~(CONTINUED) DECEMBER~~Paritz 31& Company, ~~2009~~P.A., ~~AND~~an ~~2008~~independent registered public accounting firm, as set forth in their report thereon appearing in this Prospectus and such report is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	Recent Accounting Pronouncements (Continued)
	In February 2007, the FASB issued FASB ASC 825-10, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115” (“FASB ASC 825-10”). FASB ASC 825-10 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. FASB ASC 825-10 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB ASC 820-10 “Fair Value Measurements” (“FASB ASC 820-10”). The Company is currently assessing the impact that FASB ASC 825-10 will have on its financial statements.
	In December 2007, the FASB issued FASB ASC 810-10, “Noncontrolling Interest in Consolidated Financial Statements” (“FASB ASC 810-10”). This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity. FASB ASC 810-10 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. This pronouncement has no effect on the Company at this time.
	In March of 2008 the Financial Accounting Standards Board (FASB) issued FASB ASC 815-10, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB ASC 815, “Accounting for Derivatives and Hedging Activities.” FASB ASC 815-10 has the same scope as FASB ASC 815 but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB 815 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB ASC 815-10 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. FASB ASC 815-10 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

INTERESTS OF NAMED EXPERTS AND COUNSEL

~~F-10~~No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company or its subsidiary.

~~GENESIS~~TRANSFER ~~CAPITAL CORPORATION OF NEVADA NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2009 AND 2008~~AGENT

NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	Recent Accounting Pronouncements (Continued)
	In May of 2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 has not yet been superseded by FASB Accounting Standards Codification (ASC) Topic 105. This statement identifies literature established by the FASB as the source for accounting principles to be applied by entities which prepare financial statements presented in conformity with generally accepted accounting principles (GAAP) in the United States. This statement is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement will require no changes in the Company’s financial reporting practices.
	In May of 2008 the Financial Accounting Standards Board (FASB) issued FASB ASC 944, “Accounting for Financial Guarantee Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement also clarifies how Statement 60 applies to financial guarantee insurance contracts. This statement is effective for fiscal years beginning after December 15, 2008. This statement has no effect on the Company’s financial reporting at this time.
	In May of 2009, the Financial Accounting Standards Board (FASB) issued FASB ASC 855-10, “Subsequent Events”. This Statement is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date—that is, whether that date represents the date the financial statements were issued or were available to be issued. This Statement is effective for interim and annual periods ending after June 15, 2009. The adoption of FASB ASC 855-10 will not have a material impact on its financial position or results of operations.

The Company’s transfer agent is Pacific Stock Transfer, 4045 South Spencer Street Suite 403 Las Vegas, NV 89119, an SEC registered transfer agent.

~~F-11~~Table of Contents 43

~~GENESIS CAPITAL CORPORATION OF NEVADA NOTES TO CONDENSED~~ FINANCIAL STATEMENTS ~~(CONTINUED) DECEMBER 31, 2009 AND 2008~~

NOTE 2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	Pages
	Recent Accounting Pronouncements (Continued)
Report of Independent Registered Public Accounting Firm	45
	In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment of SFAS No. 140” (SFAS 166). SFAS No. 166 has not yet been superseded by FASB Accounting Standards Codification Topic 105. SFAS 166 amends SFAS No. 140 to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The recognition and measurement provisions of this Statement shall be applied to transfers that occur on or after the effective date. The Company is currently assessing the impact of the adoption of SFAS 166.
Balance Sheet as of June 30, 2014	46
	In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (SFAS 167). SFAS No. 167 has not yet been superseded by FASB Accounting Standards Codification Topic 105. SFAS 167 amends certain requirements of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This Statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently assessing the impact of the adoption of SFAS 167.
Statement of Operations from Inception (August 27, 2013) to June 30, 2014	47
	On June 2009, the FASB issued ASC 105-10, “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“SFAS 162”). Under ASC 105-10, the FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. On the effective date of this statement, the Codification will supersede all existing non-SEC accounting and reporting standards. This standard is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105-10 will not have a material impact on its financial position or results of operations.
Statement of Cash Flows from Inception (August 27, 2013) to June 30, 2014	48
Statement of Stockholders’ Deficit from Inception (August 27, 2013) to June 30, 2014	49
Notes to Audited Financial Statements	50
Balance Sheets as of September 30, 2014, and September 30, 2014 (Unaudited)	53
Statements of Operations for the Three Months ended September 30, 2014, and from Inception (August 27, 2013), to September 30, 2013 (Unaudited)	54
Statements of Cash Flows for the Three Months ended September 30, 2014, and from Inception (August 27,2013), to September 30, 2013 (Unaudited)	55
Notes to Financial Statements (Unaudited)	56
Pro Forma Balance Sheet as of June 30, 2014 (Unaudited)	59
Pro Forma Statement of Operations for the Nine Months Ended June 30, 2014 (Unaudited)	60
Notes to Pro Forma Condensed Combined Financial Statements (Unaudited)	61

~~F-12~~Table of Contents 44

~~GENESIS~~REPORT ~~CAPITAL CORPORATION~~ OF ~~NEVADA NOTES~~INDEPENDENT TOREGISTERED ~~CONDENSED~~PUBLIC ~~FINANCIAL~~ACCOUNTING ~~STATEMENTS (CONTINUED) DECEMBER 31, 2009 AND 2008~~FIRM

NOTE 3 -	LOANS PAYABLE - OFFICERS
	This represents amounts advanced to The Company. These amounts have no specific payment terms and are due on demand. No interest has been recorded on these amounts, due to the relative short-term repayments on them.
NOTE 4 -	STOCKHOLDERS’ EQUITY (DEFICIT)
	Common and Preferred Stock
	In October 2001, the Company completed a recapitalization whereby, the Company had authorized two classes of stock; preferred stock with a par value of $.001 and 10,000,000 shares authorized, and common stock with a par value of $.001, and 500,000,000 shares authorized.
	As of December 31, 2009 and 2008, the Company had issued 5,000,000 of its preferred stock series A shares.
	As of December 31, 2009 and 2008, the Company had issued 5,000,000 of its preferred stock series B shares.
	The Company has also issued as of December 31, 2009 and 2008, 10,048 of its common shares.
	The Company issued a one hundred to one reverse stock split that took effect on March 29, 2007. The Company also issued a five hundred to one reverse stock split that took effect on May 26, 2008.
	On February 22, 2007, the Company filed an Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock with the state of Nevada, which certificate of designation decreased the designated Series A Convertible Preferred Stock from 10,000,000 shares to 5,000,000 shares. Each share of series A convertible preferred stock entitles the holder thereof to 25 votes on all matters, the right to convert each share into 25 shares of common stock and a liquidation preference of $1.00 per share. On February 22, 2007, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock with the state of Nevada, which certificate of designation designated 5,000,000 shares of Series B Convertible Preferred Stock.

To the Board of Directors EV Charging USA, Corp.

~~F-13~~We have audited the accompanying balance sheet of EV Charging USA, Corp. (the “Company”) as of June 30, 2014 and the related statements of operations, stockholders’ deficit and cash flows for the period August 27, 2013 (Inception) to June 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~GENESIS~~We ~~CAPITAL~~conducted ~~CORPORATION~~our OFaudits ~~NEVADA~~in accordance with ~~NOTES~~the TOstandards ~~CONDENSED~~of ~~FINANCIAL~~the ~~STATEMENTS~~Public Company Accounting Oversight Board (~~CONTINUED~~United States). Those standards require that we plan and perform ~~DECEMBER~~the 31audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, ~~2009~~nor ~~AND~~were ~~2008~~we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

NOTE 4 -	STOCKHOLDERS’ (DEFICIT) (CONTINUED)
	Common and Preferred Stock (Continued)
	The Company issued 5,000,000 shares of series B shares in consideration for services rendered by the officer of the Company. Each share of series B convertible preferred stock entitles the holder thereof to 250 votes on all matters, the right to convert each share into 250 shares of common stock and a liquidation preference of $1.00 per share.
	Options and Warrants
	The Company had no options or warrants outstanding at December 31, 2009 and 2008, respectively.
NOTE 5 -	INCOME TAXES
	The net deferred tax assets in the accompanying balance sheets include the following components at December 31, 2009 and 2008:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated any revenues since inception and its current cash balances will not meet its working capital needs. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

	December 31, 2009			December 31, 2008
Deferred tax assets	$	118,858		$	113,894
Deferred tax valuation allowance		(118,858	)		(113,894	)
Net deferred tax assets	$	—		$	—

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EV Charging USA Corp. as of June 30, 2014, and the results of its operations and cash flows for the period August 27, 2013 (Inception) to June 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

~~Due~~/s/ toParitz ~~the~~& ~~uncertainty of utilizing the approximate $396~~Company,~~192~~ ~~and $379,648 in net operating losses, for the three months ended December 31, 2009 and 2008, and recognizing the deferred tax assets, an offsetting valuation allowance has been established~~P.A.

~~F-14~~Hackensack, New Jersey October 27, 2014

~~GENESIS~~Table ~~CAPITAL~~of ~~CORPORATION~~Contents ~~OF NEVADA NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2009 AND 2008~~45

NOTE 6 -	GOING CONCERN
	The Company incurred a loss for the current period and has had recurring losses for years including and prior to December 31, 2009 and has an accumulated deficit of $396,192.
	There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support those operations. This raises substantial doubt about the Company’s ability to continue as a going concern.
	Management states that they are confident that they can initiate new operations and raise the appropriate funds to continue in its pursuit of a reverse merger or similar transaction.
	The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 7 -	FAIR VALUE MEASUREMENTS
	On January 1, 2008, the Company adopted SFAS ASC 820-10 “Fair Value Measurements” (“ASC 820-10”). ASC 820-10 defines fair value, provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820-10’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820-10 classifies these inputs into the following hierarchy:
	Level 1 Inputs– Quoted prices for identical instruments in active markets.
	Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
	Level 3 Inputs– Instruments with primarily unobservable value drivers.
	The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009.

EV CHARGING USA, CORP.

~~F-15~~(A DEVELOPMENT STAGE COMPANY)

~~GENESIS~~BALANCE ~~CAPITAL~~SHEET ~~CORPORATION OF NEVADA NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2009 AND 2008~~

~~NOTE~~June ~~7 - FAIR VALUE MEASUREMENTS (CONTINUED) Fair Value Measurements on a Recurring Basis as of December 31~~30, ~~2009:~~2014

Level I Level II Level III Total Assets Cash equivalents — — — — Total Assets — — — — Liabilities — — — — Total Liabilities — — — —

ASSETS

CURRENT ASSETS:

Cash	$	320

TOTAL ASSETS	$	320

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES:

Accrued Expenses		3,607
Loan Payable - related party		5,552

TOTAL CURRENT LIABILITIES		9,159

STOCKHOLDERS’ DEFICIENCY

Common stock, no par value, 10,000 shares authorized 3,000 shares issued and outstanding		3,000
Additional paid in capital		—
Deficit accumulated during development stage		(11,839	)

TOTAL STOCKHOLDERS’ DEFICIENCY		(8,839	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	320

NOTE 8 -	SUBSEQUENT EVENTS
	On January 8, 2010, Genesis Capital Corporation of Nevada, a Nevada corporation (the “Company”), Genesis Capital Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Lyfetec, Inc., a Nevada corporation (“Lyfetec”), the preferred shareholders of Genesis (the “Preferred Shareholders”), Macada Holding, Inc., and the shareholders of Macada terminated the previously entered into Agreement and Plan of Merger (the “Merger Agreement”) which Merger Agreement had previously been filed with a Form 8-K on October 10, 2009.
	On February 2, 2010, Genesis Capital Corporation of Nevada, in part, completed the acquisition of the Milwaukee Iron, a member of the Arena Football One, a professional arena football league. Pursuant to the terms of an Agreement and Plan of Merger dated January 26, 2010, Milwaukee Iron merged with and into Genesis Capital Corporation of Nevada, with Genesis Capital Corporation of Nevada continuing as the surviving corporation in the Merger as the Milwaukee Iron will be a wholly-owned subsidiary of Genesis. The members of the Milwaukee Iron were issued a total of 29 million shares of Genesis’ common stock in exchange for their membership interest in the Milwaukee Iron. The Merger also required Genesis to take the actions necessary to change its name to Milwaukee Iron Arena Football Inc.
	These financial statements were approved by management and available for issuance on February 15, 2010. Management has evaluated subsequent events through this date.

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

~~F-16~~Table of Contents 46

~~Part~~ EV IICHARGING -USA, ~~Information Not Required in Prospectus~~CORP.

~~Item~~(A ~~13.~~DEVELOPMENT ~~Other~~STAGE ~~Expenses of Issuance and Distribution~~COMPANY)

~~The~~STATEMENT ~~expenses~~OF ~~to be paid by the Registrant are as follows. All amounts, other than the SEC registration fee, are estimates.~~ OPERATIONS

51FROM INCEPTION (AUGUST 27, 2013) TO JUNE 30, 2014

Amount to Be Paid SEC registration fee $ Legal fees and expenses $ Accounting fees and expenses $ Miscellaneous $ Total $

Revenue	$	—

COSTS AND EXPENSES:
General and administrative expenses		11,787
Interest expense - related party		52
Total Cost and expenses		11,839

NET LOSS	$	(11,839	)

Basic and diluted loss per common share:	$	(3.95	)
Weighted average number of shares outstanding	$	3,000

~~Item~~The ~~14.~~accompanying ~~Indemnification~~notes ofare ~~Directors~~an ~~and~~integral ~~Officers~~part of these financial statements.

~~Neither~~Table ~~our Articles~~ of ~~Incorporation~~Contents nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein. 47

~~NRS~~EV ~~78.502(1)~~CHARGING ~~provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened~~USA, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78CORP.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

~~NRS Section 78.502~~(2)A ~~provides~~DEVELOPMENT ~~that~~STAGE a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (aCOMPANY) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in

52STATEMENT OF CASH FLOWS

~~view~~FROM ofINCEPTION ~~all~~(AUGUST ~~the~~27, ~~circumstances~~2013) ofTO ~~the~~JUNE ~~case~~30, ~~the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.~~2014

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

OPERATING ACTIVITIES:
Net loss	$	(11,839	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest accrued to related party		52
Changes in operating assets and liabilities
Accrued expenses		3,607

NET CASH USED IN OPERATING ACTIVITIES		(8,180	)

FINANCING ACTIVITIES:
Proceeds from issuance of common stock		3,000
Proceeds of loan from related party		5,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,500

INCREASE IN CASH		320
CASH - BEGINNING OF PERIOD		—
CASH - END OF PERIOD	$	320

~~Item~~The ~~15.~~accompanying ~~Recent~~notes are ~~Sales~~an integral part of ~~Unregistered~~these ~~Securities~~financial statements.

~~The~~Table ~~following issuance~~ of ~~shares~~Contents ~~were exempt from registration under section 4(2) or 4(6) of the Securities Act and/or Regulation D promulgated there under:~~48

~~29,040,000~~EV ~~shares~~CHARGING ofUSA, ~~our common stock have been issued in connection with the Merger~~CORP.

~~7500~~(A ~~shares~~DEVELOPMENT ~~of common stock issued to Island Capital Management LLC in 2010 for satisfaction of a liability for transfer agent services.~~STAGE COMPANY)

~~50,000~~STATEMENT ~~shares~~OF ofSTOCKHOLDERS’ DEFICIT ~~common~~FROM ~~stock issued to Legal & Compliance LLC in 2010 for legal services~~

~~884~~INCEPTION (AUGUST 27,~~333~~ ~~shares~~2013) ofTO ~~common~~JUNE ~~stock~~30, ~~issued to Richard Astrom in 2010 in connection with the Merger~~2014

Item 16. Exhibits and Financial Statement Schedules

	COMMON STOCK				ADDITIONAL PAID-IN		DEFICIT ACCUM. DURING DEVELOPMENT
	SHARES		AMOUNT		CAPITAL		STAGE			TOTAL

Balance - Inception (August 27, 2013)		—	$	—	$	—	$	—		$	—

Issuance of Common Stock		3,000		3,000							3,000

Net Loss								(11,839	)		(11,839	)

Balance - June 30, 2014		3,000	$	3,000	$	—	$	(11,839	)	$	(8,839	)

Exhibit Number		Description
2.1		Agreement and Plan Of Merger effective as of the 26th of January, 2010 by and among Genesis Capital Corporation of Nevada, Genesis Capital Acquisition Corp., Milwaukee Iron Professional Arena Football, LLC, Wisconsin Professional Arena Football Investment LLC and Christopher Astrom(1)
3.1		Articles of Incorporation(2)
3.2		Articles of Amendment to the Articles of Incorporation(2)
3.3		Amended Certificate of Designation of Series A Convertible Preferred Stock(2)
3.4		Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock(3)
3.5		Certificate of Designation of Series B Convertible Preferred Stock(3)
3.6		Certificate of Amendment to the Certificate of Incorporation(4)
3.7		Certificate of Amendment to the Certificate of Incorporation(5)
3.8		Bylaws(2)
5.1		Legal Opinion (To be filed by amendment)
10.1		Investment Agreement between the registrant and Kodiak Capital Group LLC dated March 9, 2010
10.2		Registration Rights Agreement between the registrant and Kodiak Capital Group LLC dated March 9, 2010
16.1		Letter on change of Certifying Accountant(6)
21.1		List of Subsidiaries
23.1		Consent of Independent Registered Accounting Firm

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

53Table of Contents 49

~~(1)~~EV ~~Incorporated~~CHARGING ~~by reference to our Current Report on Form 8-K/A filed with the SEC on February 18~~USA, ~~2010~~CORP.

(2)a ~~Incorporated~~development ~~by reference to our Registration Statement on Form 10-SB filed with the SEC on December 8, 2005.~~stage company)

~~(3)~~Notes ~~Incorporated by reference~~ to ~~our~~Audited ~~Current Report on Form 8-K filed with the SEC on February 22, 2007.~~Financial Statements

~~(4)~~Note ~~Incorporated~~1 by- ~~reference to our Information Statement on Schedule 14C filed with the SEC on March 12, 2007.~~Business description

~~(5) Incorporated by reference to our Information Statement on Schedule 14C filed with the SEC on April 21, 2008.~~Business

EV Charging USA, Corp. (6“the Company”) is ~~Incorporated~~a bydevelopment ~~reference~~stage tocompany. ~~our~~The ~~Current~~Company’s ~~Report~~purpose onis ~~Form~~to ~~8-K~~become ~~filed~~a ~~with~~leading ~~the~~installer ~~SEC~~of onElectric ~~February~~Vehicle 2Charging Stations nationally, ~~2010~~beginning in the state of Illinois.

~~Item~~Note ~~17.~~2 ~~Undertakings~~– Significant accounting policies

1.	The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

Development stage company

54The Company has organized and has taken measures to become operational, but has had no revenues since inception. Accordingly, the Company’s activities have been accounted for as those of a Development Stage Enterprise. The Company’s financial statements are identified as those of a development stage company, and the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
			Provided, however, that paragraphs (B)(1)(i) and (B)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
2.	The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.	The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
4.	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5.	The undersigned registrant hereby undertakes that, for the purposes of determining liability to any purchaser:
		(i)	If the registrant is relying on Rule 430B:
				(A)	For purposes of determining liability under the Securities Act of 1933, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
				(B)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be

Use of Estimates

55The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

				deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
		(ii)	If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
6.	Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the undersigned registrant according the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

Cash

56We consider all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

~~Signatures~~Start-Up Costs

In accordance with ~~the requirements of the Securities Act of 1933~~ASC 720, as“Start-up ~~amended~~Costs,” the ~~registrant~~Company ~~has~~expenses ~~duly~~all ~~caused~~costs ~~this~~incurred ~~registration~~in ~~statement~~connection towith ~~be signed on its behalf by~~ the ~~undersigned,~~start-up ~~thereunto~~and ~~duly~~organization of ~~authorized in~~ the ~~City of ___, State of __________, on ____________, 2010~~Company.

~~Milwaukee~~Income ~~Iron Arena Football, Inc.:~~Taxes

By:	/s/ Richard Astrom
Name: Richard Astrom
Title: Chief Executive Officer
Date: _______________2010

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

InTable ~~accordance with the Securities and Exchange Act, this Prospectus has been signed below by the following persons on behalf~~ of ~~the~~Contents ~~registrant and in the capacities and on the dates indicated.~~50

By:	/s/ Christopher Astrom
Name: Christopher Astrom
Title: CFO, Director
Date: _______________2010
By:	/s/ Richard Astrom
Name: Richard Astrom
Title: Director
Date: _______________2010

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have no material uncertain tax positions for any of the reporting periods presented.

~~By:~~Note ~~Name:~~3 ~~Title:~~– Going Concern

~~Date:~~The ~~_______________2010~~accompanying financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and its current cash balances will not meet working capital needs. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders or the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

57Note 4 – Stockholders’ Equity

The Company has authorized 10,000 shares of no par value common stock.

In connection with its inception, the Company issued 3,000 shares of common stock for proceeds of $3,000.

Note 5 – Related Party

The Company has a loan agreement with its shareholder whereby the shareholder will loan the company funds, as required, to operate its business. The term of the loan is indefinite and can be repaid at any time in part or in full. The loan will bear interest at 3.25% per annum. For the period from inception (August 27, 2013) to June 30, 2014, the shareholder has loaned an aggregate of $5,500 to the Company. Interest expense accrued on the loan was $52 for the same period.

Note 6 – Income Taxes

The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the period ended June 30, 2014, to the Company’s effective tax rate is as follows:

U.S. Federal Statutory Rate	(34.0	)%
State income tax, net of federal benefit	(6.0	)%
Increase in valuation allowance	40.0	%
Income tax provision (benefit)	0.0	%

The benefit for income tax is summarized as follows:

Federal:
Current	$	—
Deferred		4,000
State and local:
Current		—
Deferred		700
Change in valuation allowance		(4,700	)
Income tax provision (benefit)	$	—

Table of Contents

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of June 30, 2014, are as follows:

Net operating losses	$	4,700
Less: valuation allowance		(4,700	)
Deferred tax assets	$	—

As of June 30, 2014, the Company had $11,839 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2033. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Note 7 – Subsequent Events

Management has evaluated events occurring after the date of these financial statements through October 27, 2014, the date that these financial statements were available to be issued.

On October 27, 2014, the Company completed an Agreement and Plan of Merger that it had entered into with EV USA Charging, Inc. (“EVUS”) under its former corporate name “Milwaukee Iron Arena Football, Inc.” In connection with the merger, the sole shareholder of the Company received 2,180,000 shares of Series D Convertible Preferred Stock of EVUS in exchange for his shares of the Company. The merger will be accounted for as a recapitalization of EVUS, whereby the Company will be the accounting acquirer and surviving reporting company. In connection with the merger, EVUS completed a private placement of 350,000 shares of its Series D Convertible Preferred Stock for proceeds of $25,000. Also in connection with the merger, the former president and sole director of EVUS exchanged 5,000,000 shares of Series A Convertible Preferred Stock and 5,000,000 shares of Series B Convertible Preferred Stock of EVUS owned by him and $40,928 of indebtedness owed to him for a convertible promissory note in the amount of $400,000 and the proceeds of the private placement referred to above.

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EV CHARGING USA, CORP. BALANCE SHEETS

September 30, 2014 (Unaudited)

		September 30, 2014			June 30, 2014
ASSETS

CURRENT ASSETS:

Cash	$	1,504		$	320

TOTAL ASSETS	$	1,504		$	320

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

Accrued Expenses		4,890			3,607
Loan Payable - related party		10,044			5,552

TOTAL CURRENT LIABILITIES		14,934			9,159

STOCKHOLDERS' DEFICIENCY

Common stock, without par value, 10,000 shares authorized 3,000 shares issued and outstanding		3,000			3,000
Additional paid in capital		-			-
Deficit accumulated during development stage		(16,430)			(11,839)

TOTAL STOCKHOLDERS' DEFICIENCY		(13,430	)		(8,839	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	1,504		$	320

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

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EV CHARGING USA, CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months Ended September 30, 2014			From Inception (August 27, 2013) to September 30, 2013

Revenue	$	—		$	—

COSTS AND EXPENSES:

General and administrative expenses		4,547			4,198
Interest expense - related party		44			—
Total Costs and Expenses		4,591			4,198

NET LOSS	$	(4,591	)	$	(4,198	)

Basic and diluted loss per common share:	$	(1.53	)	$	(1.4	)

Weighted average number of shares outstanding:		3,000			3,000

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

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EV CHARGING USA, CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months Ended September 30, 2014		From Inception (August 27, 2013) to September 30, 2013

OPERATING ACTIVITIES:
Net loss	$	-4,591	$	-4,198
Adjustments to reconcile net loss to net cash used in operating activities:
Interest accrued to related party		44		—
Changes in operating assets and liabilities
Accrued expenses		1,231		—

NET CASH USED IN OPERATING ACTIVITIES		-3,316		-4,198

FINANCING ACTIVITIES:

Proceeds from issuance of common stock		—		3,000
Proceeds of loan from related party		4,500		5,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		4,500		8,000

INCREASE IN CASH		1,184		3,802

CASH – BEGINNING OF PERIOD		320		—

CASH – END OF PERIOD		1,504		3,802

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

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EV CHARGING USA, CORP.

Notes to Financial Statements

September 30, 2014

Note 1 – Business Description

EV Charging USA, Corp. (“the Company”) is in the development stage. The Company’s purpose is to become a leading installer of Electric Vehicle Charging Stations initially in the state of Illinois and later in the Midwest and nationally.

Note 2 – Basis of Presentation

These unaudited financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and in accordance with the accounting policies described in the Company’s audited financial statements included in the Current Report on Form 8-K filed by EV Charging USA, Inc. (“EVUS”) with the SEC on October 29, 2014, in connection with the merger whereby the Company became the wholly owned subsidiary of EVUS, for the fiscal year of the Company ended June 30, 2014 (the “EVUS 8-K”), and do not include all information and footnote disclosures included therein. For further information concerning this merger, see Note 8.

In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly, in all material respects, the financial condition, results of operations and cash flows for the periods presented. Operating results for the three-month period ended September 30, 2014, are not necessarily indicative of the results that may be expected for the full fiscal year or any other period. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements included in the EVUS 8-K.

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

Note 3 – Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Cash

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Start-Up Costs

In accordance with ASC 720, “Start-up Costs,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

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Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported, if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

Note 4 – Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and its current cash balances will not meet its working capital needs. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders or the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

Note 5 – Shareholders’ Equity

The Company has authorized 10,000 shares of common stock without par value. In connection with its inception on August 27, 2013, the Company issued 3,000 shares of common stock for proceeds of $3,000.

Note 6 – Related Party

The Company has a loan agreement with its sole shareholder whereby he may loan funds to the Company, as required, to operate its business. The term of any loan is indefinite and may be repaid at any time in part or in full. Loans will bear interest at 3.25% per annum. For the period from inception (August 27, 2013) to September 30, 2014, the shareholder has loaned an aggregate of $10,000 to the Company. Interest expense accrued on the loan was $44 for the three months ended September 30, 2014.

Note 7 – Income Taxes

As of September 30, 2014, the Company has approximately $16,400 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2033. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

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Note 8 – Subsequent Events

Management has evaluated events occurring after the date of these financial statements through January 7, 2015, the date that these financial statements were available to be issued.

On October 27, 2014, the Company completed an Agreement and Plan of Merger that it had entered into with EVUS (under its former corporate name to “Milwaukee Iron Arena Football, Inc.”) and a wholly owned subsidiary of EVUS. As a result of the merger, the Company became the wholly owned subsidiary of EVUS and the sole shareholder of the Company prior to the merger received 2,180,000 shares of Series D Convertible Preferred Stock of EVUS in exchange for his shares in the Company. The merger will be accounted for as a recapitalization of EVUS, whereby the Company will be the accounting acquirer. In connection with the merger, EVUS completed a private placement of 350,000 shares of its Series D Convertible Preferred Stock for proceeds of $25,000. Also in connection with the merger, the former president and sole director of EVUS exchanged 5,000,000 shares of Series A Convertible Preferred Stock and 5,000,000 shares of Series B Convertible Preferred Stock of EVUS owned by him and $40,928 of indebtedness owed to him by EVUS for a convertible promissory note in the amount of $400,000. The proceeds of the private placement referred to above were applied to the payment of the convertible promissory note.

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MILWAUKEE IRON ARENA FOOTBALL, INC.

(renamed "EV Charging USA, Inc.")

PRO FORMA BALANCE SHEET

JUNE 30, 2014

(Unaudited)

	Milwaukee Iron Arena Football, Inc.			EV Charging USA, Corp.			Pro Forma Adjustments			Pro Forma as Adjusted
ASSETS
CURRENT ASSETS
Cash		270			320						590
TOTAL CURRENT ASSETS		270			320						590

TOTAL ASSETS		270			320						590

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES		10,196			3,607						13,803
Accounts payable and accrued expenses
Loan payable – related party		40,928			5,552			(40,928	)(A)		5,552
Promissory note payable								400,000	(A)		—
								25,000	(B)		375,000
TOTAL CURRENT LIABILITIES		51,124			9,159			334,072			394,355

LONG TERM LIABILITIES
Long term liabilities of discontinued operations
TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock – Series A		5,000						(5,000)	(A)		—
Preferred Stock –Series B		5,000						(5,000)	(A)		—
Preferred Stock – Series D								2,180	(A)
								350	(B)		2,530
Common Stock		156			3,000			3,000	(A)
Additional paid-in capital		4,204,067						(4,204,067	)(A)
								24,650			24,650
Accumulated deficit		(4,265,077	)		(11,839	)		3,855,815	(A)		(421,101	)

TOTAL STOCKHOLDERS’ DEFICIT		(50,854	)		(8,839	)		(334,072	)		(393,765	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)		270			320						590

(A)

Represents the effect of the merger whereby Milwaukee Iron Arena Football, Inc. will issue 2,180,000 shares of its Series D convertible preferred stock and will issue a $400,000 note payable in exchange, among other things, for all of the Series A and B preferred shares owned by and indebtedness owed to the former president and director.

(B)

Represents the effect of a private placement whereby 350,000 shares of Series D convertible preferred stock will be issued for proceeds of $25,000, to be used to repay a portion of the note payable referred to in (A) above.

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MILWAUKEE IRON ARENA FOOTBALL, INC.

(renamed "EV Charging USA, Inc.")

PRO FORMA STATEMENT OF OPERATIONS

NINE MONTHS ENDED JUNE 30, 2014

(Unaudited)

	Milwaukee Iron Arena Football, Inc.			EV Charging USA, Corp.			Pro Forma Adjustments		Pro Forma as Adjusted
Revenue		—			—			—		—

COSTS AND EXPENSES:

General and administrative expenses		4,072			11,787					15,859
Interest expense – related party		52			52

Total Costs and Expenses		(4,072	)		(11,839	)		—		(15,911	)

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MILWAUKEE IRON ARENA FOOTBALL, INC.

(renamed "EV Charging USA, Inc.")

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Unaudited)

On October 27, 2014, MWKI Acquisition, Inc. (“Acquisition”), the wholly owned subsidiary of Milwaukee Iron Arena Football, Inc. (“MWKI”), a publicly traded company with nominal operations and assets, merged with and into EV Charging USA, Corp. (“EV”), pursuant to a Plan and Agreement of Merger, dated August 20, 2014, as amended on August 28, 2014, October 2, 2014, and October 23, 2014 (as so amended, the “Merger Agreement”). Pursuant to the Merger Agreement, 2,180,000 shares of the Series D Preferred Stock of MWKI were issued to the sole shareholder of EV as merger consideration for all of the outstanding shares of EV. As a result of the merger, the former sole shareholder of EV became the controlling stockholder of MWKI and EV became the wholly owned subsidiary of MWKI. Each share of Series D Preferred Stock is convertible into 2,000 shares of MWKI’s common stock. The merger is a reverse merger that has been accounted for as a recapitalization of EV. On October 21, 2014, MWKI changed its corporate name to "EV Charging USA, Inc."

The following unaudited pro forma condensed combined financial statements give effect to the merger as if it had occurred on June 30, 2014. The unaudited pro forma information set forth therein is presented for illustrative purposes only in accordance with the assumptions set forth below and in the notes to the pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet as of June 30, 2014, combines the balance sheets of EV and MWKI and gives pro forma effect to (i) the reverse merger between EV and MWKI, in which EV is deemed to be the acquiring entity for accounting purposes and the issuance of 2,180,000 shares of Series D Preferred Stock as described above, and (ii) the issuance of 350,000 shares of Series D convertible Preferred Stock in a concurrent private placement for gross proceeds of $25,000, which were used to repay a convertible promissory note in the principal amount of $400,000 payable to MWKI’s former president and sole director. This note was made, among other things, in consideration of his surrender to MWKI of 5,000,000 shares of its Series A Convertible Preferred Stock and 5,000,000 shares of its Series B Convertible Preferred Stock and the extinguishment of $40,928 of its indebtedness to him. The unaudited pro forma condensed combined statements of operations for the nine months ended June 30, 2014, combine the statement of operations of EV and MWKI for that period and give pro forma effect to these transactions as if they had been completed on October 1, 2013. The unaudited pro forma condensed combined statements of operations for the year ended September 30, 2013, have not been included, since EV was not formed until August 27, 2013, and conducted no operations during the period ended September 30, 2013, making those statements immaterial.

The unaudited pro forma balance sheet and statements of operations should be read in conjunction with the separate historical financial statements of EV appearing elsewhere herein, the historical financial statements of MWKI, as filed with the Securities and Exchange Commission and issued in its Annual Report on Form 10-K for the year ended September 30, 2013, and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. These pro forma condensed combined financial statements may not be indicative of what would have occurred if the reverse acquisition had actually occurred on the indicated date and they should not be relied upon as an indication of future results of operations.

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Dealer Prospectus Delivery Obligation

Until _________________, 2015, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The expenses to be paid by the Registrant are as follows. All amounts, other than the SEC registration fee, are estimates.

Item	Amount to Be Paid

SEC registration fee	$	1,627.00
Legal fees and expenses	$	15,000.00
Accounting fees and expenses	$	13,000.00
Transfer agent fees	$	2,000.00
Miscellaneous	$	1,500.00
Total	$	33,127.00

Item 14. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of the Registrant’s counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Registrant is against public policy as expressed hereby in the Securities Act and the Registrant will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities

During the last three years, we completed the following sales of unregistered securities:

•

Following the consummation of the Merger on October 27, 2014, the Company issued 2,180,000 shares of Series D Preferred Stock, which are convertible into 4,360,000,000 shares of Common Stock, to Brian C. Howe, our president and sole director and the former holder of all of the outstanding shares of Charging, as merger consideration under the Merger Agreement for his shares.

•

On September 11, 2014, the Company entered into Share Purchase Agreements with 4 Accredited Investors, pursuant to which it issued, on October 27, 2014, the 350,000 shares of Series D Preferred Stock registered under this registration statement, which will be converted into 700,000,000 shares of Common Stock, at the price of $0.071429 per share of Series D Preferred Stock, for an aggregate purchase price of $25,000.

The shares issued in the above transactions were exempt from registration under Section 4(2) of the Securities Act as sales by an issuer not involving a public offering and under Regulation D promulgated pursuant to the Securities Act. These shares of Common Stock were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and/or Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates representing such shares contain a legend to that effect.

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Item 16. Exhibits and Financial Statement Schedules

Exhibit Description

2.1

Merger Agreement, dated as of August 20, 2014, by and among the Registrant, MWKI Acquisition, Inc. and EV Charging USA, Corp. Filed as Exhibit 2.1 to the Current Report of Registrant on Form 8-K filed on October 27, 2014 (the “Super 8-K”), and incorporated herein by reference.

2.2

Amendment of Agreement and Plan of Merger, dated as of August 28, 2014, by and among the Registrant, MWKI Acquisition, Inc. and EV Charging USA, Corp. Filed as Exhibit 2.2 to the Super 8-K and incorporated herein by reference.

2.3

Second Amendment of Agreement and Plan of Merger, dated as of October 2, 2014, by and among the Registrant, MWKI Acquisition, Inc. and EV Charging USA, Corp. Filed as Exhibit 2.3 to the Super 8-K and incorporated herein by reference.

2.4

Third Amendment of Agreement and Plan of Merger, dated as of October 23, 2014, by and among the Registrant, MWKI Acquisition, Inc. and EV Charging USA, Corp. Filed as Exhibit 2.4 to the Super 8-K and incorporated herein by reference.

3.1

Certificate of Designation for Registrant’s Series C Preferred Stock. Filed as Exhibit 3.1 to the Super 8-K and incorporated herein by reference.

3.2

Certificate of Designation for Registrant’s Series D Preferred Stock. Filed as Exhibit 3.2 to the Super 8-K and incorporated herein by reference.

3.3

Certificate of Withdrawal of Certificates of Designation for Registrant’s Series A Preferred Stock and Series C Preferred Stock. Filed as Exhibit 3.3 to the Super 8-K and incorporated herein by reference.

3.4

Amendment of Registrant’s articles of incorporation changing its corporate name to “EV Charging USA, Inc.” Filed as Exhibit 3.4 to the Super 8-K and incorporated herein by reference.

3.5

Bylaws of the Registrant. Filed as Exhibit 3.1 to the Current Report of Registrant on Form 8-K filed on January 21, 2015, and incorporated herein by reference.

Opinion of Barry J. Miller, Esq. Filed herewith.

10.1

Form of Share Purchase Agreement, dated September 11, 2014, by and between the Registrant and four purchasers severally. Filed as Exhibit 10.1 to the Super 8-K and incorporated herein by reference.

10.2

Form of Registration Rights Agreement, dated September 11, 2014, by and between the Registrant and four purchasers severally. Filed as Exhibit 10.2 to the Super 8-K and incorporated herein by reference.

10.3

Amendment, dated October 3, 2014, of the Share Purchase Agreements (Exhibit 10.1 hereto) and the Registration Rights Agreements (Exhibit 10.2 hereto) by and between the Registrant and the several other parties thereto. Filed as Exhibit 10.3 to the Super 8-K and incorporated herein by reference.

10.4

Convertible Promissory Note, dated October 27, 2014, made by the Registrant in favor of Richard S. Astrom. Filed as Exhibit 10.4 to the Super 8-K and incorporated herein by reference.

10.5

Pledge Agreement, dated October 27, 2014, by and between the Registrant and Richard S. Astrom. Filed as Exhibit 10.5 to the Super 8-K and incorporated herein by reference.

10.6

Exchange Agreement, dated October 27, 2014, by and between the Registrant and Richard S. Astrom. Filed as Exhibit 10.6 to the Super 8-K and incorporated herein by reference.

10.7

Agreement, dated January 15, 2015, by and between the Registrant and Richard S. Astrom. Filed as Exhibit 10.1 to the Current Report of Registrant on Form 8-K filed on January 20, 2015, and incorporated herein by reference.

Subsidiaries of the Registrant. Filed as Exhibit 21 to the Super 8-K and incorporated herein by reference.

23.1

Consent of Paritz & Company, P.A. Filed herewith.

23.2

Consent of Barry J. Miller, Esq. Included in Exhibit 5.

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Item 17. Undertakings

The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (B)(1)(i) and (B)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the undersigned Registrant according the foregoing provisions, or otherwise, the undersigned Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on January 26, 2015.

EV CHARGING USA, INC.

By: /s/ Brian C. Howe

Brian C. Howe

President and Chief Executive Officer

/s/ Brian C. Howe

Brian C. Howe

Director

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