As filed with the Securities and Exchange Commission on September 23, 2022.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~APPS~~HOME ~~GENIUS~~BISTRO, ~~CORP~~INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 5960 (Primary Standard Industrial Classification Code Number) 27-1517938 (I.R.S. Employer Identification Number) 4014 CHASE AVENUE, #212 MIAMI BEACH, FL, 33140 (631) 964-1111 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Zalmi Duchman 4014 CHASE AVENUE, #212 MIAMI BEACH, FL, 33140 (631) 964-1111 (Name, address, including zip code, and telephone number, including area code, of agent for service)

~~(Exact~~Copies ~~Name~~ of ~~Registrant~~all incommunications, ~~its~~including ~~Charter)~~communications sent to agent for service, should be sent to:

Nevada		7374		27-1517938
(State or other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code)		(IRS Employer Identification No.)

Roger W. Bivans

Baker & McKenzie LLP

1900 N. Pearl Street, Suite 1500

Dallas, Texas 75201

Phone: (214) 978-3095

Arthur Marcus

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, New York 10036

Phone: (646)-810-0592

~~APPS~~Approximate ~~GENIUS~~date ~~CORP~~of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

~~157~~If any ~~Broad~~of ~~Street,~~the ~~Suite~~securities ~~109-C~~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: ☐

~~Red~~If this ~~Bank~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, NJplease ~~07701~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Tel.:~~If this Form is a post-effective amendment filed pursuant to Rule 462(~~732~~c) ~~530-1267~~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(~~Address~~d) under the Securities Act, check the following box and ~~Telephone~~list ~~Number~~the Securities Act registration statement number of ~~Registrant’s~~the ~~Principal~~earlier effective registration statement for the same offering. ☐

~~Executive~~Indicate ~~Offices~~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 ~~Principal~~“smaller ~~Place~~ reporting company” in Rule 12b- 2 of ~~Business)~~the Exchange Act.

~~(Name,~~Large ~~Address~~accelerated ~~and~~filer ~~Telephone~~☐ ~~Number~~Accelerated offiler ~~Agent~~☐ ~~for~~Non-accelerated ~~Service)~~filer ☒ Smaller reporting company ☒ Emerging growth company ☐

~~Copies~~If ofan ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to: use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

~~Gregg~~The E.registrant ~~Jaclin~~hereby amends this registration statement on such date or dates as may be necessary to 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 the registration statement shall become effective on such date as the Commission, ~~Esq~~acting pursuant to said Section 8(a), may determine.

~~Anslow~~The &information ~~Jaclin,~~contained in ~~LLP~~this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~195~~SUBJECT ~~Route~~TO 9COMPLETION, DATED ~~South~~SEPTEMBER 23, ~~Suite204~~2022

Manalapan, NJ 07726

Tel. No.: (732) 409-1212

Fax No.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

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 o Accelerated filer o Non-accelerated filer o Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share		Proposed Maximum Aggregate Offering Price		Amount of Registration fee (1)
Common Stock, $0.001 par value per share		-	$	-	$	-	$	-
Warrants to purchase Common Stock		-	$	-	$	-	$	-
Common Stock issuable upon exercise of Warrants (2)		-	$	-	$	-	$	-
Total Registration Fee		-	$	-	$	5,000,000	$	580.50

(1) Calculated pursuant to Rule 457(o) on the basis of the maximum aggregate offering price of all of the securities to be registered.

(2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminant number of additional shares of common stock as may be issuable upon exercise of warrants registered hereunder as a result of stock splits, stock dividends, or similar transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

PRELIMINARY PROSPECTUS

~~Subject~~4014 toCHASE ~~completion~~AVENUE, ~~dated ________, 2011~~#212

~~APPS~~MIAMI ~~GENIUS~~BEACH, ~~CORPORATION~~FL, 33140

UP(631) ~~TO [ ] UNITS, EACH CONSISTING OF~~964-1111

~~[ ]~~2,500,000 ~~SHARE(S)~~SHARES OF COMMON STOCK ~~AND [ ]~~

~~WARRANT(S)~~We TOare ~~PURCHASE~~offering ~~100% OF~~2,500,000 ~~THE~~shares ~~SHARES~~of OFcommon ~~COMMON~~stock, par ~~STOCK~~value $0.001 (the “Common Stock”), of Home Bistro, Inc.

We ~~are~~have ~~offering~~applied up to ~~[ ] units,~~ ~~each~~list ~~consisting of [ ] share(s) of~~ our common stock ~~and [ ]~~on ~~warrant(s)~~The Nasdaq toCapital ~~purchase 100%~~Market ofunder the ~~shares~~symbol of“HBIS”. ~~the~~If ~~common~~our ~~stock~~listing ~~issued~~application asis ~~part~~not ofapproved, ~~this~~we ~~Unit~~will atnot anproceed ~~exercise~~with ~~price~~the ~~of $[ ] per share, subject to adjustment~~offering. Our ~~The~~Common ~~warrants~~Stock ~~will~~is becurrently ~~exercisable~~quoted on ~~or after~~ the ~~closing~~OTCPink ~~date~~Marketplace ofoperated ~~this~~by ~~offering~~OTC ~~through~~Markets ~~and~~Group ~~including~~Inc. ~~close~~(the of“OTCPink”) ~~business~~under onthe trading ~~[ ],~~symbol ~~2016~~ “HBIS”. ~~The~~On ~~units~~September ~~will~~22, ~~not~~2022, ~~be certificated and~~ the ~~common~~last ~~stock~~reported ~~and~~sale ~~warrants~~price ~~will~~for beour ~~immediately~~Common ~~separable~~Stock ~~and~~on ~~will~~the beOTCPink ~~separately~~was ~~transferable immediately upon issuance~~$0.18.

~~Our~~We ~~common~~anticipate ~~stock~~that isthe ~~presently~~public ~~quoted~~offering onprice will ~~the~~be ~~OTC~~between ~~Bulletin~~$[●] ~~Board~~and $[●] per share. The actual public offering price per share will be determined through negotiations between us and EF Hutton, ~~under~~division of Benchmark Investments, LLC, as representative of the ~~symbol~~underwriters (the “~~APGS.~~Representative”) at Wethe dotime ~~not~~of ~~intend~~pricing toand ~~apply~~may ~~for~~be ~~listing~~issued ofat a discount to the ~~warrants~~current onmarket ~~any~~price ~~securities~~of ~~exchange~~our Common Stock. OnFactors ~~July~~to ~~15,~~be ~~2011~~considered will include our historical performance and capital structure, ~~the~~prevailing ~~last~~market ~~reported~~conditions ~~sale~~and overall assessment of our business. The market price of our ~~common~~Common ~~stock~~Stock onwill ~~the~~be ~~OTC~~one ~~Bulletin~~of ~~Board~~several ~~was~~factors $0to be considered in determining the actual offering price.~~535~~ ~~per~~Therefore, ~~share~~the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

~~Investing~~On in[●], ~~the~~2022, ~~offered~~we ~~securities~~effected ~~involves~~a ~~risks,~~1-for-[●] reverse ~~including~~stock ~~those~~split ~~set~~of ~~forth~~our inoutstanding Common Stock (the “~~Risk~~Reverse ~~Factors~~Stock Split”), ~~section~~with the number of ~~this~~authorized ~~prospectus~~shares ~~beginning~~of onCommon Stock ~~page~~reduced 5ratably. asWe ~~well~~cannot asguarantee ~~those~~that ~~set~~The ~~forth~~Nasdaq Stock Market will approve our initial listing application for our Common Stock in ~~any~~connection ~~prospectus~~with ~~supplement~~the Reverse Stock Split.

	Per Unit	Total
Offering Price per Unit	$		$
Placement Agent’s Fees (1)	$		$
Offering Proceeds before expenses (2)	$		$

The share and per share information in this prospectus reflects the Reverse Stock Split of our outstanding Common Stock and treasury stock.

~~(1) For~~Investing ~~purposes of estimating the placement agent’s fees, we have assumed they will receive their maximum commission on all sales made~~ in ~~the~~our ~~offering. We~~securities ~~have~~involves ~~agreed to pay the placement agents~~ a ~~cash~~high ~~fee~~degree ~~equal to 7%~~ of ~~the~~risk. ~~gross~~You should ~~proceeds~~carefully ofreview ~~the offering of units by us~~ and toconsider ~~issue~~“Risk toFactors” ~~the~~beginning ~~placement~~on ~~agents warrants to purchase shares of our common stock equal to~~ page 7% of the aggregate number of shares of common stock included in units sold in the offering. The placement agent warrants will have terms substantially similar to the warrants included in units offered hereby, except that the placement agent warrants will have a term of five years from the effective date of the registration statement of which this prospectus ~~is a part and will otherwise comply with FINRA Rule 5110 (g)(1)~~.

~~(2) Because~~Neither ~~there is no minimum offering amount required as a condition to closing in this offering,~~ the ~~actual~~Securities ~~public offering amount, placement agent fees,~~ and ~~proceeds~~Exchange toCommission (the ~~us,~~“SEC”) ifnor any, ~~are~~state ~~not~~securities ~~presently~~commission ~~determinable~~has ~~and~~approved ~~may~~or bedisapproved ~~substantially less than the total maximum offering amounts set forth above. We estimate total expenses~~ of ~~this~~these ~~offering,~~securities ~~excluding~~or ~~the~~determined ~~placement~~if ~~agent’s fees, will be approximately $______. See “Plan of Distribution” beginning on page ___ of~~ this prospectus is ~~for~~truthful ~~more~~or ~~information~~complete. onAny ~~this~~representation ~~offering and the placement agent arrangements, including our obligation~~ to ~~reimburse~~ the ~~Placement~~contrary ~~Agent~~is ~~for~~a ~~certain~~criminal ~~of its expenses~~offense.

The delivery of the shares and warrants is expected to be made on or about ______, 2011.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to us, before expenses	$	$

~~NEITHER~~(1) ~~THE~~See ~~SECURITIES~~“Underwriting” ~~AND~~beginning ~~EXCHANGE~~on ~~COMMISSION~~page ~~NOR~~61 ~~ANY~~of ~~STATE~~this ~~SECURITIES~~prospectus ~~COMMISSION~~for ~~HAS~~additional ~~APPROVED~~information ORregarding ~~DISAPPROVED~~underwriting ~~OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS~~compensation. ~~ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.~~

~~The~~We ~~date~~have granted a 45-day option to the representative of ~~this~~the ~~prospectus~~underwriters is to purchase up to [●] additional shares of Common Stock solely to cover over-allotments, ~~2011~~if any.

The underwriters expect to deliver the shares to purchasers on or about , 2022.

EF Hutton

division of Benchmark Investments, LLC

The date of this prospectus is , 2022

TABLE OF CONTENTS

	PAGE
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	ii
Prospectus Summary	3
ABOUT THIS PROSPECTUS	iii
Summary Financials	4
PROSPECTUS SUMMARY	1
Risk Factors	5
SUMMARY OF THIS OFFERING	6
Use of Proceeds	9
RISK FACTORS	7
Dilution	10
USE OF PROCEEDS	25
Description of Business	10
DIVIDEND POLICY	26
Description of Property	15
CAPITALIZATION	27
Legal Proceedings	15
DILUTION	28
Management Discussion and Analysis of Financial Condition and Financial Results	15
MARKET FOR OUR COMMON STOCK	30
Directors, Executive Officers, Promoters and Control Persons	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
Executive Compensation	23
DESCRIPTION OF BUSINESS	43
Security Ownership of Certain Beneficial Owners and Management	24
LEGAL PROCEEDINGS	45
Transactions with Related Persons, Promoters and Certain Control Persons	25
DIRECTORS AND EXECUTIVE OFFICERS	46
Description of Securities	25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	51
Plan of Distribution	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	53
Other Expenses of Issuance and Distribution	28
DESCRIPTION OF SECURITIES	55
Indemnification of Directors and Officers	28
WHERE YOU CAN FIND MORE INFORMATION	65
Recent Sale of Unregistered Securities	28
INCORPORATION BY REFERENCE	66
Exhibits and Financial Statement Schedules	30
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
Undertakings	30
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
Index to Financial Statements	F-

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus are “forward-looking statements” within the meaning of the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our current beliefs, goals and expectations about matters such as our expected financial position and operating results, our business strategy and our financing plans. The forward-looking statements in this prospectus are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “guidance,” “estimate,” “potential,” “outlook,” “target,” “forecast,” “likely” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are, or may be, forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. You should review carefully all information, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus or under similar headings in any accompanying prospectus supplement. Any forward-looking statements in this prospectus are made only as of the date hereof and, except as may be required by law, we do not have any obligation to publicly update any forward-looking statements contained in this prospectus to reflect subsequent events or circumstances.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC under the Securities Act. This prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, filed with the SEC. Statements contained in this prospectus about the contents of any document are not necessarily complete. If SEC rules require that a document be filed as an exhibit to the registration statement, please see such document for a complete description of these matters. You should carefully read this prospectus, together with the additional information described under the headings “Where You Can Find More Information.”

Neither we nor the underwriter have authorized anyone to provide you with any information or to make any representations other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriter are making an offer to sell securities in any jurisdiction in which the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our shares of Common Stock and the information in any free writing prospectus that we may provide to you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

For investors outside the United States: We have not and the underwriter has not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Notice Regarding Forward-Looking Statements.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been, or will be, filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

All product and company names are trademarks of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ^TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Throughout this prospectus, the terms “we,” “us,” “our,” and “our Company” and “the Company” refer to Home Bistro, Inc., a Nevada corporation, and/or its related subsidiaries, as the context may require.

iii

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. ~~This~~ Because this is only a summary, it does not contain all of the information that may be important to you or that you should consider before investing in ~~the~~our ~~common~~Common ~~stock~~Stock. You should ~~carefully~~ read the entire prospectus carefully, ~~including~~especially the information under “Risk Factors”, ~~“Management’s~~set ~~Discussion~~forth in this prospectus and ~~Analysis~~the information ofincluded ~~Financial~~in ~~Condition~~any prospectus supplement or free writing prospectus that we have authorized for use in connection with this offering. This prospectus contains forward-looking statements, based on current expectations and ~~Results~~related ofto ~~Operations”~~future events and ~~the~~our ~~Financial~~future financial ~~Statements~~performance, ~~before~~that ~~making~~involve anrisks ~~investment~~and ~~decision~~uncertainties. In ~~this~~Our ~~Prospectus,~~actual results may vary materially from those discussed in the ~~terms~~forward-looking statements ~~“Apps~~as ~~Genius~~a result of various factors,” ~~“Company~~including,” ~~“we~~without limitation,” ~~“us”~~those ~~and~~set forth under “~~our~~Risk Factors,” ~~refer~~as towell ~~Apps~~as other ~~Genius~~matters ~~Corp~~described in this prospectus. See “Cautionary Notice Regarding Forward-Looking Statements.”

~~Overview~~Except as otherwise indicated, all information in this prospectus assumes no exercise of the Underwriter’s over-allotment option to purchase additional shares of Common Stock from us in this offering and gives effect to the 1-for reverse stock split to occur prior to the effective date of the registration statement on Form S-1 of which this prospectus forms a part.

WeBusiness ~~were incorporated in the State of Nevada on December 17, 2009 as Apps Genius Corp.~~Overview

~~Apps~~Home ~~Genius’~~Bistro, ~~principal~~Inc. ~~business~~(formerly isknown ~~focused~~as onGratitude Health, ~~creating~~Inc.) ~~innovative~~(the ~~social~~“Company”) ~~games~~was ~~and~~incorporated ~~mobile~~in ~~applications~~the ~~that~~State ~~let~~of ~~you~~Nevada ~~play~~on ~~together~~December ~~with~~17, ~~real-world~~2009. ~~friends~~Effective ~~and~~March ~~family~~23, ~~using~~2018, the Company ~~currently~~changed ~~available~~its ~~infrastructure~~name ~~built~~to byGratitude ~~both~~Health, ~~social~~Inc. ~~and~~from ~~mobile~~Vapir ~~networks~~Enterprises Inc. ~~Our~~On ~~cross-platform~~September ~~gaming~~14, ~~and~~2020, ~~mobile~~the ~~applications~~Company ~~allow~~changed ~~users~~its name from Gratitude Health, Inc. to ~~play~~Home Bistro, Inc. The Company is a direct-to-consumer business that creates and ~~interact~~distributes ~~with~~ready-made, ~~multiple~~celebrity chef-inspired ~~people~~gourmet onmeals, ~~multiple~~its ~~networks~~own ~~whether~~private orlabel ~~not~~brand ~~they~~meals ~~have~~and Model Meals, a ~~preexisting~~Whole30 ~~relationship~~and ~~with~~Paleo ~~them~~approved, ready-to-eat, meal prep service. ~~Our~~The ~~Social~~Company ~~Gaming~~also ~~and~~markets ~~Mobile~~high ~~App~~quality ~~technology~~frozen ~~allows~~meats, ~~users~~fish and ~~players~~poultry to ~~reach~~consumers ~~across~~under ~~the~~its ~~multiple~~Colorado ~~networks~~Prime ~~into~~and aPrime ~~virtual~~Chop ~~application~~brands. The orCompany’s ~~gaming~~primary ~~environment. Additionally,~~former weoperations ~~have~~were ~~developed~~in ~~unique~~the ~~player~~business ~~incentive~~of ~~platforms~~manufacturing, ~~that~~selling, ~~allow~~and ~~users~~marketing functional RTD (“Ready to ~~share~~Drink”) inbeverages sold under the ~~success~~Company’s oftrademark (the ~~game~~“RTD ~~or application~~Business”). ~~Currently~~ weThe ~~are~~RTD ~~developing~~Business ~~our~~was ~~platform~~disposed ~~for~~on September ~~Facebook~~25, ~~MySpace, iPhone and Android~~2020.

~~Where~~On ~~You~~April ~~Can~~7, ~~Find~~2020, Usthe Board of Directors of the Company approved the increase of authorized shares of Common Stock from 600,000,000 to 1,000,000,000.

~~Our~~On ~~principal~~January ~~executive~~28, ~~office~~2022, isour ~~located~~Board atof ~~157~~Directors ~~Broad~~approved a ~~Street,~~change ~~Suite~~in ~~109~~our fiscal year from the twelve months beginning January 1 and ending December 31 to the twelve months beginning November 1 and ending October 31. This change in our fiscal year end resulted in a ten-Cmonth transition period from January 1, ~~Red~~2021, ~~Bank~~to October 31, ~~New~~2021. ~~Jersey~~On ~~07701~~January ~~and~~31, ~~our~~2022, ~~telephone~~we ~~number~~filed isa transition report on Form 10-KT for the period from January 1, 2021, to October 31, 2021, with the Securities and Exchange Commission (~~732~~the “SEC”), ~~530~~which form includes the audited financial statements as of and for the ten-~~1267~~month transition period ended October 31, 2021. All subsequent fiscal years for the Company will be from November 1 to October 31.

The ~~Offering~~Products and Packaging:

Common stock offered by selling security holders		Up to [ ] units. Each unit consists of [ ] share(s) of our common stock and [ ] warrant(s) to purchase 100% of the shares of our common stock issued as part of the units. The units will not be certificated and the common stock and warrants will be immediately separable and will be separately transferable immediately upon issuance.
Common stock outstanding before the offering		25,751,400
Common stock outstanding after the offering		[ ] shares, which does not include [ ] shares of common stock issuable upon exercise of the warrants included in the offered units or the shares of common stock issuable upon the exercise of the placement agent warrants.
Terms of the Offering		The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
Use of proceeds		We expect to use the proceeds received from the offering to further develop our products and for general working capital purposes.
Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 5.

The Company’s meals are freshly prepared and skin-packaged in its facility located in Miami, Florida, and delivered fresh to its customers. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products fresh during transport. Once delivered, the meals can be heated using a microware cooker or hot water for consumption within minutes and with little to no preparation and minimal cleanup.

In addition to its diverse menu of gourmet meals, the Company has also partnered with the following world-renowned chefs to offer a selection of each chef’s specialty cuisine (the “Celebrity Chef Program”). The Company launched its Celebrity Chef Program with Iron Chef, Cat Cora and has since expanded to TV Host and Best-Selling Cookbook Author Ayesha Curry, “Hungry Fan” celebrity chef, Daina Falk, “Master Chef” Claudia Sandoval, “Top-Chef All-Star” Richard Blais, “Vegan + Sustainable” Chef Priyanka Naik, Celebrity Pastry and Dessert Chef Melanie Moss. The Company plans to continue expanding its celebrity chef program to include gourmet cuisine from other notable celebrity chefs around the world. In doing so, the Company intends to create a virtual food emporium through which it will offer consumers an internationally diversified online selection of fully cooked gourmet meals.

Market Information and the Value Chain and Routes to Market

The online food delivery market is projected to reach $63.02 billion in the United States in 2022 and achieve a cumulative average growth rate of 8.9% through 2027, according to a recent report by market and consumer data company Statista.

Consumers are continually becoming time-starved and convenience-seeking, while others have tired from the impact the pandemic has had on their access to restaurant quality food over the last year. As a result, consumers have aggressively sought out alternatives to cooking at home or ordering take-out.

Meal-Kits vs. Third-Party Delivery vs. Prepared Meals

Business models for meal-kit providers, third-party delivery services and prepared “heat-to-eat” meal companies, differ vastly from one another. Meal-kit companies provide customers pre-portioned, raw ingredients and recipes that require preparation, cooking, and the ensuing clean-up, not to mention that the resulting meal is still subject to the preparer’s ability, or lack thereof, to cook. On average, meals take anywhere from 30-60 minutes for preparation and cooking and another 15 minutes to clean up. In addition, due to the short shelf life of raw materials provided in meal-kits, meal-kit providers experience higher operating and supply chain costs compared to prepared meal providers. Home Bistro’s flash freezing process and packaging serves to extend its product’s shelf life and promotes operational efficiencies.

Third-party online delivery platforms such as Grubhub, Uber Eats and DoorDash offer access to restaurants’ menus via a single online portal. Customers then order directly from the app and cooked meals are delivered typically within 60 minutes by the restaurant, third party delivery service or the app platform itself. During the delivery, cooked meals lose heat, which can decrease the enjoyment of the meal or require reheating.

The prepared, heat-to-eat providers in the meal delivery segment (in which Home Bistro operates) ship fresh or fresh-frozen, fully cooked meals direct-to-consumer. On average, these meals require heating for only three to five minutes using a microwave or sous vide machine. The experience is extremely convenient, requires very little cleanup and delivers a gourmet meal prepared by a professional chef. Consumers can order one meal or several meals, which can be stored and heated when desired.

Production

Until mid-2020, the Company used third-party co-packers to cooks, packages, fulfill and ship its meals to its customers. In June, Home Bistro entered into a lease for commercial kitchen facilities, hired and trained professional chefs and implemented its own fulfillment operations. By managing its own food production and fulfillment, Home Bistro expects to be able to improve its competitive position, while expanding its gross profit and operating margins. It will provide the Company with significantly greater flexibility to create and introduce new menu items, including the expansion of its Celebrity Chef Program, and react to dynamics of a developing marketplace.

Orders for restaurant quality meats and seafood through the Company’s Prime Chop and Colorado Prime brands continue to be processed through a third-party co-packer based in North Carolina who fulfills and ships customer orders.

Listing on The Nasdaq Capital Market and

Our common stock is presently quoted on the OTCPink, one of the OTC Markets Group over-the-counter markets, under the trading symbol “HBIS.” In connection with this offering, we have applied to list our Common Stock on The Nasdaq Capital Market (Nasdaq) under the symbol “HBIS.” If our listing application is approved, our Common Stock will cease to be traded on the OTCPink. No assurance can be given that our listing application will be approved. This offering will occur only if Nasdaq approves the listing of our securities. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, including but not limited to a reverse split of our outstanding Common Stock. If Nasdaq does not approve the listing of our securities, we will not proceed with this offering. There can be no assurance that our Common Stock will be listed on the Nasdaq.

Reverse Stock Split

We expect to effect the Reverse Stock Split with the exact ratio to be set at a number within this range as determined by the Board in its sole discretion immediately following the effectiveness of the registration statement of which this prospectus forms a part, and the number of authorized shares of Common Stock reduced ratably. Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our financial statements and the notes thereto, a proposed reverse stock split of the outstanding common stock and treasury stock of the Company at an assumed ratio of 1-for to occur prior to the effective date of the registration statement on Form S-1 of which this prospectus forms a part.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. Accordingly we may provide less public disclosure than larger public companies, including the inclusion of only two years of audited consolidated financial statements and only two years of management’s discussion and analysis of financial condition and results of operations disclosure and the inclusion of reduced disclosure about our executive compensation arrangements. As a smaller reporting company, we are also exempt from compliance with the auditor attestation requirements pursuant to the Sarbanes-Oxley Act. As a result, the information that we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float or a public float (based on our common stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.

Going Concern

The Report of our Independent Registered Public Accountant firm issued in connection with our audited consolidated financial statement for the transition period ended October 31, 2021 and year ended December 31, 2020 expresses substantial doubt about our ability to continue as a going concern. The Company had an accumulated deficit of $19,135,664 at October 31, 2021. In order to obtain the necessary capital to sustain operations, management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings. There can be no assurances, however, that we will be successful in obtaining additional financing, or that such financing will be available on favorable terms, if at all. If we are unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and we may cease operations.

Corporate Information

Our principal executive offices are located at 4014 Chase Avenue, #212, Miami Beach, Florida 33140, and our telephone number is (631) 964-1111. We maintain a website at https://homebistro.com. Information contained on or accessible through our website is not, and should not be considered, part of, or incorporated by reference into, this prospectus.

Summary Risk Factors

Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under the heading “Risk Factors” in deciding whether to invest in our securities. These risks include, but are not limited to, the following:

~~Summary~~Risks ofRelating ~~Financial~~to ~~Information~~Our Business Generally

~~The~~● ~~following~~There ~~summary~~is ~~selected~~substantial ~~condensed~~doubt ~~financial~~about ~~information~~our asability ofto ~~and~~continue ~~for~~as ~~the~~a ~~fiscal~~going ~~year ended December 31~~concern, ~~2010,~~which ~~has~~could ~~been~~prevent ~~derived~~us from ~~our~~successfully ~~audited~~implement ~~financial statements. The financial information as of and for the three month period ended March 31, 2011 is derived from~~ our ~~unaudited~~business ~~condensed~~strategy ~~financial statements. The condensed financial information set forth below should be read in conjunction with “Management's Discussion~~ and ~~Analysis~~materially ~~of Financial Condition~~ and ~~Results~~adversely ofaffect ~~Operations”~~our ~~and the~~ financial ~~statements~~performance and ~~notes thereto included elsewhere in this prospectus~~growth.

	For the Three Months ended March 31, 2011 (Unaudited)			For the Fiscal Year ended December 31, 2010
STATEMENT OF OPERATIONS:
Net Revenues	$	6,107		$	22,896
Operating Expenses:
Research and development		36,177			375,922
Administrative compensation		7,000			68,108
Professional fees		47,342			56,467
General and administrative		15,598			86,008
Total Operating Expenses		106,117			586,505
Loss From Operations		(100,010	)		(536,609)
Other Income:
Interest income		33			811
Net Loss	$	(99,977	)	$	(562,798)
Net Loss Per Common Share
Basic and Diluted	$	-		$	(0.02)
Weighted Average Common Share Shares Outstanding
Basic and Diluted		25,596,400			24,663,137

	●	Our business strategy relating to the development, introduction, implementation and/or integration of new businesses, services (including outsourced services), technologies, solutions and new products exposes us to risks such as limited customer and/or market acceptance and additional expenditures that may not result in additional net revenue.

BALANCE SHEETS
	March 31, 2011 (Unaudited)		December 31, 2010
Cash	$	37,075	$	121,426
Total Current Assets		38,977		125,589
Total Asset		44,391		131,339
Total Liabilities		28,923		15,894
Total Stockholders’ Equity		15,468		115,445

	●	We may fail to realize the anticipated benefits and cost savings of the acquisition of Model Meals, which could adversely affect the value of our Common Stock.

	●	Changes in macroeconomic conditions may adversely affect our business.

	●	Significant additional governmental regulation could impact our operating costs and failure to adhere to such regulatory standards could negatively impact our business.

	●	Failure to attract, engage, retain, and integrate key employees and have adequate succession plans in place could have an adverse effect on our ability to manage our business.

	●	We are or may become a party to litigation that could potentially force us to pay significant damages and/or harm our reputation.

	●	We may be subject to intellectual property rights claims and third parties may infringe on our brands, trademarks and other intellectual property rights, which may have an adverse impact on our business.

	●	We rely on third parties to provide us with adequate food supply, freight and fulfillment and Internet and networking services, the loss or disruption of any of which could cause our revenue, earnings or reputation to suffer.

	●	The COVID-19 outbreak and other public health threats or outbreaks of communicable diseases could have a material adverse effect on our operations and overall financial performance.

	●	Any failure to adequately store, maintain and deliver quality perishable foods could materially adversely affect our business, financial condition and operating results.

	●	Even inadvertent, non-negligent or unknowing violations of federal, state or local regulatory requirements could expose us to adverse governmental action and materially adversely affect our business, financial condition and operating results.

	●	Our industries are highly competitive. If any of our competitors or a new entrant into the market with significant resources has products similar to ours, our business could be significantly affected.

	●	Changes in customer preferences could negatively impact our operating results.

	●	The sale of ingested products involves product liability and other risks.

●

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

~~RISK~~Risks ~~FACTORS~~Related to an Investment this Offering

~~The~~● ~~shares~~There ofis ~~our~~currently ~~common~~a ~~stock~~limited ~~being~~public ~~offered~~market for ~~resale~~our byCommon ~~the selling security holders are highly speculative in nature~~Stock, ~~involve~~ a ~~high~~trading ~~degree~~market offor ~~risk~~our ~~and~~Common ~~should~~Stock bemay ~~purchased~~never ~~only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock~~develop, ~~you should carefully consider the following factors relating to our business~~ and ~~prospects. If any of the following risks actually occurs,~~ our ~~business,~~Common ~~financial~~Stock ~~condition~~prices ormay ~~operating results could~~ be ~~materially~~volatile ~~adversely~~and ~~affected.~~could Indecline ~~such~~substantially ~~case,~~which ~~you~~could ~~may~~cause ~~lose~~the ~~all~~value ~~or part~~ of ~~your~~an investment~~. You~~ ~~should carefully consider the risks described below and the other information~~ in ~~this~~our ~~process~~Common ~~before~~Stock ~~investing~~to ~~in our common stock~~decline.

~~Risks~~● ~~Related~~Our toCEO ~~Our~~has ~~Business~~significant voting power and may take actions that may not be in the best interests of our other stockholders.

~~OUR~~● ~~INDEPENDENT~~If ~~REGISTERED~~we ~~PUBLIC~~are ~~ACCOUNTING~~not ~~FIRM~~able ~~HAS~~to ~~EXPRESSED~~comply ~~SUBSTANTIAL~~with ~~DOUBT~~the ASapplicable TOcontinued ~~OUR~~listing ~~ABILITY~~requirements TOor ~~CONTINUE~~standards ASof Athe ~~GOING~~Nasdaq ~~CONCERN~~Capital Market, Nasdaq could delist our Common Stock.

~~Based~~● onIf our ~~financial~~Common ~~history~~Stock ~~since~~becomes ~~inception,~~subject ~~our independent registered public accounting firm has expressed substantial doubt as~~ to ~~our ability to continue as a going concern. We are a development stage company that has generated very little revenue; Specifically~~ the ~~Company,~~“penny ~~while~~stock” ~~in the development stage~~rules, isit ~~proceeding~~could ~~with~~adversely ~~its~~affect ~~business~~the ~~plan~~market byprice ~~seeking~~of ~~smaller~~our ~~projects~~Common toStock ~~build customers~~ and aincrease ~~basis~~your ~~for~~transaction ~~leads~~costs ~~and referrals. The Company has taken certain steps in furtherance of this business plan including completing 2 small projects. If we cannot obtain sufficient funding, we may have~~ to ~~delay~~sell ~~the~~those ~~implementation of our business strategy~~shares.

WE● ~~HAVE~~Future ~~LIMITED~~sales ~~OPERATING~~of ~~HISTORY~~our ~~AND~~Common ~~FACE~~Stock, ~~MANY~~or OFthe ~~THE~~perception ~~RISKS~~that ~~AND~~such ~~DIFFICULTIES~~sales ~~FREQUENTLY~~may ~~ENCOUNTERED~~occur, BYmay ~~DEVELOPMENT~~depress ~~STAGE~~our ~~COMPANY~~share price, and any additional capital through the sale of equity or convertible securities may dilute your ownership in us.

● We ~~are~~will acontinue ~~development stage company, and~~ to ~~date,~~incur ~~our~~significant ~~development~~costs ~~efforts~~in ~~have~~staying ~~been~~current ~~focused~~with ~~primarily~~reporting onrequirements. ~~the~~Our ~~development~~management ~~and~~will ~~marketing~~be ofrequired ~~our~~to ~~business~~devote ~~model.~~substantial Wetime ~~have~~to ~~limited~~learning ~~operating~~and ~~history~~implementing ~~for~~compliance ~~investors~~initiatives. toAdditionally, ~~evaluate~~ the ~~potential~~lack of ~~our~~an ~~business~~internal ~~development.~~audit Wegroup ~~have~~may ~~not~~result ~~built~~in ~~our~~material ~~customer~~misstatements ~~base~~to ~~and~~ our ~~brand~~financial ~~name.~~statements ~~In addition, we also face many of the risks~~ and ~~difficulties~~ability ~~inherent~~to inprovide ~~gaining~~accurate ~~market~~financial ~~share~~information asto aour ~~new company:~~stockholders.

~~· Develop~~● ~~effective~~The ~~business~~subscription ~~plan;~~agreement for the purchase of Common Stock from the Company contains an exclusive forum provision, which will limit investors ability to litigate any issue that arises in connection with the offering anywhere other than the Federal courts in Nevada.

~~· Meet~~Risks ~~customer~~Related ~~standard;~~to the Internet

~~· Attain~~● ~~customer~~Our ~~loyalty;~~business and our reputation may be materially and adversely affected by a cybersecurity breach or other vulnerability involving our computer systems or those of certain of our third-party service providers.

~~· Develop~~Risks Related ~~and~~to ~~upgrade~~Our ~~our service;~~Indebtedness

~~Our~~We ~~future~~have ~~will~~debt ~~depend~~which oncould adversely affect our ability to ~~bring~~raise ~~our~~additional capital ~~service~~ to ~~the~~fund ~~market~~operations ~~place,~~and ~~which~~prevent ~~requires~~us ~~careful~~from ~~planning~~meeting ofour ~~providing~~obligations aunder ~~product that meets customer standards without incurring unnecessary cost and expense~~outstanding indebtedness.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

IF OUR GAMES FAIL TO GAIN MARKET ACCEPTANCE, WE MAY NOT HAVE SUFFICIENT CAPITAL TO PAY OUR EXPENSES AND TO CONTINUE TO OPERATE.

Our ultimate success will depend on generating revenues from game play purchases, advertising, and affiliate programs. We have no direct advertising sales of our own. All of our advertising revenue is dependent on independent third parties. As a result, if we do not generate enough users, we may be unable to generate sufficient revenues for our games. We may not achieve and sustain market acceptance sufficient to generate revenues to cover our costs and allow us to become profitable or even continue to operate.

WESUMMARY ~~OPERATE~~OF INTHIS ~~A HIGHLY COMPETITIVE INDUSTRY AND COMPETE AGAINST MANY LARGE COMPANIES WHICH COULD HARM OUR BUSINESS.~~OFFERING

Many companies worldwide are dedicated to social gaming and similar services related to social gaming. We expect more companies to enter this industry. Our competitors vary in size from small companies to very large companies with dominant market shares and substantial financial resources. The Company’s games will be in competition with these companies, such as Zynga, Electronic Arts, Playdom, and others. Many of our competitors have significantly greater financial, marketing and development resources than we have. As a result, we may not be able to devote adequate resources to develop, acquire or license new technologies, undertake extensive marketing campaigns, adopt aggressive pricing policies or adequately compensate our developers to the same degree as certain of our competitors. As social games in many of our proposed markets are relatively new and rapidly evolving, our current or future competitors may compete more successfully as the industry matures. In particular, any of our competitors may offer products and services that have significant performance, price, creativity and/or other advantages over our games and technologies. These products and services may significantly affect the demand for our services. In addition, any of our current or future competitors may be acquired by, receive investments from or enter into other strategic relationships with larger, longer-established and better-financed companies and therefore obtain significantly greater financial, marketing and technology licensing and development resources than we have. If we are unable to compete effectively in our principal markets, our business, financial condition and results of operations could be materially and adversely affected.

Common stock offered by us		shares of Common Stock, par value $0.001

Estimated public offering price		From $ to $ and the maximum number of securities offered is

Common stock to be outstanding after the offering:		shares. If the underwriter’s over-allotment option is exercised in full, the total number of shares of our Common Stock outstanding immediately after this offering will be .

Overallotment option:		We have granted the underwriters a 45-day option to purchase up to an additional shares of Common Stock to cover over-allotments, if any, at the public offering price less underwriting discounts and commissions.

Use of proceeds:		We expect to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use of Proceeds.”

Risk factors:		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus beginning on page 7 before deciding to invest in our securities.

OTCPink trading symbol:		Our Common Stock is currently quoted on the OTCPink under the trading symbol “HBIS.”

Proposed Nasdaq trading symbol:		We have applied to list our Common Stock on the Nasdaq Capital Market under the symbol “HBIS.” No assurance can be given that our application will be approved.

~~UNEXPECTED~~The ~~NETWORK~~number ~~INTERRUPTIONS~~of shares of Common Stock shown above to be outstanding after this offering is based on 44,373,755 ~~SECURITY~~shares ~~BREACHES~~outstanding ORas ~~COMPUTER~~of ~~VIRUS~~September ~~ATTACKS~~22, ~~COULD~~2022, ~~HARM~~and ~~OUR~~excludes ~~BUSINESS.~~the following:

~~The~~● ~~Company~~[●] ~~may~~shares beof ~~required~~Common toStock ~~develop~~issuable ~~and~~upon ~~maintain~~the aconversion ~~substantial~~of ~~computer~~$500,000 ~~network~~of ~~infrastructure~~a inconvertible ~~order~~bridge tonote ~~protect~~that ~~our~~may ~~games~~be ~~and~~converted ~~proprietary~~into ~~technologies.~~Common ~~Any~~Stock ~~failure~~at ~~to maintain satisfactory performance~~$0.39, ~~reliability,~~upon ~~security~~an ~~and~~event ~~availability~~ of ~~such network infrastructure~~default, ~~whether maintained by us~~ or bya ~~third~~discount ~~parties,~~of ~~may~~25% ~~cause significant harm~~ to ~~our~~the ~~ability~~offering toprice ~~attract~~upon ~~and~~a ~~maintain~~successful ~~users~~Uplist ~~for~~Offering ~~our~~within ~~services.~~180 ~~Major~~days ~~risks~~from ~~relating~~the todate ~~any~~of ~~such~~the ~~future network~~convertible ~~infrastructure~~bridge ~~include:~~notes;

•● ~~any~~[●] ~~breakdowns~~shares orof ~~system~~Common ~~failures,~~Stock ~~including~~issuable ~~from~~upon ~~fire,~~the ~~flood,~~conversion ~~earthquake~~of $307,927 ~~typhoon~~of orcertain ~~other~~convertible ~~natural~~bridge ~~disasters~~notes that may be converted, ~~power~~upon ~~loss~~an orevent ~~telecommunications~~of ~~failure~~default, ~~resulting~~into inCommon aStock ~~sustained~~at ~~shutdown~~the lesser of ~~all~~$0.345 or a ~~material~~discount ~~portion~~ of ~~our~~35% ~~servers;~~to ~~and~~the •5-day ~~any~~volume ~~security~~weighted ~~breach~~average ~~caused~~price byof ~~hacking,~~the ~~loss~~Common Stock, or ~~corruption~~a discount of ~~data~~25% orto ~~malfunctions~~the ofoffering ~~software,~~price ~~hardware~~upon ora ~~other~~successful ~~computer~~Uplist ~~equipment,~~Offering ~~and~~within ~~the~~180 ~~inadvertent~~days ~~transmission~~from the date of ~~computer~~the ~~viruses.~~convertible bridge notes;

Any of the foregoing factors could reduce a future users’ satisfaction, harm our business and reputation, have a material adverse effect on our financial condition and results of operations and result in the loss of an investor’s entire investment.

	●	[●] shares of Common Stock issuable upon the conversion of $258,500 of certain convertible bridge notes that may be converted into Common Stock, after 180 days from issuance of the convertible bridge note, at the per share conversion price of (x) 65% multiplied by (y) the average of the lowest two closing bid prices for the Company’s common stock during the ten trading days prior to conversion;

	●	[●] shares of Common Stock issuable upon the conversion of $150,000 of certain convertible bridge notes that may be converted, upon an event of default, into Common Stock at the lesser of $0.135 or a discount of 10% to the 5-day volume weighted average price of the Common Stock, or a discount of 25% to the offering price upon a successful Uplist Offering within 180 days from the date of the convertible bridge notes; and

WE● ~~RELY~~[●] ~~UPON~~shares Aof ~~THIRD~~Common ~~PARTY~~Stock TOissuable ~~PROVIDE~~upon ~~WEB~~the ~~HOSTING~~exercise ~~AND~~of ~~NETWORKING~~outstanding ~~FOR~~warrants ~~OUR~~at ~~GAMES~~a ~~AND~~weighted ~~DISRUPTION~~average INexercise ~~THESE~~price ~~SERVICES~~of ~~COULD~~$[●] ~~HARM~~per ~~OUR BUSINESS~~share.

WePrior to ~~utilize~~the ~~Amazon.com,~~consummation aof ~~third~~this ~~party~~offering, ~~hosting~~but ~~and~~effective ~~networking~~immediately ~~provider,~~following tothe ~~host~~effectiveness ~~our~~of ~~web~~the ~~services,~~registration ~~including~~statement ~~games~~of ~~and~~which ~~other~~this prospectus ~~proprietary~~forms ~~technologies. If~~a ~~disruptions~~part, orwe ~~capacity~~expect ~~constraints~~to ~~occur,~~effect the ~~Company~~Reverse ~~may~~Stock ~~have~~Split. noNo ~~means~~fractional shares of ~~replacing~~the ~~these~~Company’s ~~services,~~Common onStock will be issued as a ~~timely~~result ~~basis~~of orthe atReverse ~~all~~Stock Split. ~~This~~ ~~could~~[Any ~~cause~~fractional ashares ~~material~~resulting ~~adverse~~from ~~condition~~the ~~for~~Reverse ~~our~~Stock ~~operations~~Split ~~and~~will ~~financial~~be ~~earnings~~rounded up to the nearest whole share.]

WEUnless ~~MAY~~otherwise stated, ~~INCUR~~all ~~SIGNIFICANT~~information ~~COSTS~~in TOthis BEprospectus ~~A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.~~assumes:

We● ~~may~~no ~~incur~~exercise significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of ~~2002 and other rules implemented by~~ the ~~Securities~~underwriters’ ~~and~~over-allotment ~~Exchange~~option ~~Commission. We expect all of these applicable rules and regulations~~ to ~~significantly~~purchase increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional ~~costs~~shares; ~~we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.~~and

~~OUR~~● ~~FUTURE~~no ~~SUCCESS~~exercise ISof ~~DEPENDENT,~~the INoutstanding ~~PART,~~convertible ONnotes ~~THE~~or ~~PERFORMANCE~~warrants ~~AND~~described ~~CONTINUED SERVICE OF ADAM KOTKIN AND ADAM WASSERMAN, OUR OFFICERS AND DIRECTORS~~above.

We are presently dependent to a great extent upon the experience, abilities and continued services of Adam Kotkin, our Chief Executive Officer and Adam Wasserman, our Chief Financial Officer. The loss of services of any of the management staff could have a material adverse effect on our business, financial condition or results of operation.

~~OUR~~RISK ~~CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS, ADAM KOTKIN, IS ALSO CHIEF OPERATING OFFICER OF PEOPLESTRING CORPORATION, WHICH MAY CREATE A POTENTIAL CONFLICT OF INTEREST.~~FACTORS

~~Our~~An ~~future~~investment ~~ability~~in ~~to execute~~ our ~~business~~Common ~~plan~~Stock ~~depends~~involves a ~~upon~~high ~~the~~degree ~~continued service~~ of ~~our~~risk. ~~executive~~You ~~officers,~~should ~~including~~carefully ~~Adam~~consider ~~Kotkin,~~the ~~Chief~~risks ~~Executive~~described ~~Officer,~~below and ~~Adam Wasserman, our Chief Financial Officer Adam Kotkin is also~~ the ~~chief~~other ~~operating~~information ~~officer~~in ofthis ~~PeopleString~~prospectus ~~Corporation~~before ~~and as such may be limited~~ investing in ~~the~~our ~~amount~~Common ~~of time they can devote to the Company~~Stock. ~~However,~~ heIf ~~plans~~any ~~on devoting a minimum~~ of ~~twenty hours per week to~~ the ~~Company.~~following Werisks ~~currently~~occur, doour ~~not~~business, ~~have~~operating ~~any~~results ~~employment~~and ~~agreements~~financial ~~with~~condition ~~our~~could ~~key~~be ~~personnel~~seriously harmed. ~~If we lost the services of one or more of our key personnel~~Currently, orshares ~~if one or more~~ of our ~~executive~~Common ~~officers~~Stock orare ~~employees~~not ~~joined~~publicly atraded. ~~competitor~~In orthe ~~otherwise~~event ~~competed~~that ~~with~~shares ~~us,~~of our ~~business~~Common ~~may~~Stock bebecome ~~adversely~~publicly ~~affected. In particular~~traded, the ~~services~~trading ofprice ~~key members~~ of our ~~research~~Common ~~and~~Stock ~~development~~could ~~team~~decline ~~would~~due ~~be difficult~~ to ~~replace.~~any Weof ~~cannot~~these ~~assure~~risks, ~~that~~and weyou ~~will~~may belose ~~able~~all ~~to retain~~ or ~~replace~~part ~~our~~of ~~key~~your ~~personnel~~investment. On ~~all~~In ~~matters~~the event ~~where~~our aCommon ~~conflict~~Stock offails ~~interest may occur or a decision needs~~ to bebecome ~~made~~publicly ~~between~~traded ~~PeopleString~~you ~~and~~may ~~Apps~~lose ~~Genius Corp. Adam Kotkin will recuse himself from~~ all ~~decisions~~or ~~regarding~~part ~~PeopleString, deferring to the remaining officers and directors~~ of ~~PeopleString~~your investment.

~~PeopleString~~Risks ~~Corporation~~Relating is a social networking company with a multi-tiered affiliate program that shares revenue generated through the social network with PeopleString’s users in which Adam M. Kotkin is the Chief Operating Officer and a Director. Apps Genius Corp has and is continuing to ~~utilize~~Our ~~PeopleString’s~~Business ~~social network as a promotional tool for its games.~~Generally

~~OUR~~There ~~KEY~~is ~~PERSONNEL~~substantial ~~MAY~~doubt ~~PROVIDE~~about ~~ONLY~~our ~~LIMITED~~ability to ~~AMOUNTS~~continue OFas ~~TIME~~a TOgoing ~~OUR BUSINESS, WHICH MAY CAUSE OUR BUSINESS TO FAIL~~concern.

~~Our~~We ~~future~~had ~~ability~~net tolosses ~~execute our business plan depends upon the continued service~~ of ~~our executive officers~~$12, ~~Adam M. Kotkin~~802,275 ~~our~~for ~~Chief~~the ~~Executive~~ten-month transition ~~Officer~~period ~~and~~ended ~~Chairman,~~October ~~Adam Wasserman~~31, ~~Chief~~2021 ~~Financial Officer,~~ and ~~other key technology~~$1, ~~marketing~~241,661 ~~sales~~for ~~and support personnel or other employees. Mr. Kotkin is also~~ the ~~Chief~~twelve ~~Operating~~month ~~Officer~~period ofended ~~PeopleString~~December ~~Corporation and Mr. Wasserman is chief executive officer of CFO Oncall~~31, ~~Inc~~2020. ~~and~~The ~~CFO~~net ~~Oncall~~cash ~~Asia,~~used ~~Inc.~~in ~~(collectively~~operations was ~~“CFO Oncall”)~~$2, ~~where he owns 80% and 60% of such businesses~~771,676 respectively. All compensation paid to Mr. Wasserman is paid to CFO Oncall, Inc. CFO Oncall, Inc. provides chief financial officer services to various companies. Mr. Wasserman also serves as chief financial officer of Gold Horse International, Inc., Oriental Dragon Corporation, Westergaard.com, Inc. and ~~Transax International~~$273,817 ~~Inc.~~for Hethe isten-month ~~also~~transition aperiod ~~director~~ended ofOctober ~~China Direct Industries~~31, ~~Inc.~~2021 ~~since January 2010~~ and ~~Bohai~~twelve ~~Pharmaceuticals~~month ~~Group,~~period ~~Inc.~~ended ~~since~~December ~~July 12~~31, ~~2010. In addition to Mr. Wasserman’s time~~2020, ~~CFO Oncall has full-time dedicated, professional employees that also assist Mr~~ respectively. ~~Wasserman with our Company’s financial matters and communication needs. As such~~Additionally, they may be limited in the amount of time they can devote to the Company. However, they plan on devoting a minimum of twenty hours per weeks to the Company. We currently do not have any employment agreements with our key personnel. However, key technology support personnel are required to enter into a non-disclosure and non-competition agreement with Apps Genius, which provides, among other things, that the employee will not compete with us or solicit any of our customers or employees for a period of one year after his or her employment terminates for any reason. If we ~~lost~~had ~~the~~an ~~services~~accumulated ofdeficit ~~one or more~~ of ~~our key personnel~~$19, ~~or if one or more of our executive officers or employees joined a competitor or otherwise competed with us~~135,664 ~~our~~at ~~business~~October ~~may be adversely affected. In particular~~31, ~~the services of key members of our research and development team would be difficult to replace~~2021. ~~We cannot assure that we will be able to retain or replace our key personnel.~~

WEManagement DOcannot ~~NOT~~provide ~~HAVE~~assurance ~~ANY~~that ~~EMPLOYEES~~we ~~OTHER~~will ultimately ~~THAN~~achieve ~~OUR~~sufficient ~~CURRENT~~profitable ~~CHIEF~~operations ~~EXECUTIVE~~or ~~OFFICER~~become ~~AND~~cash ~~CHIEF~~flow ~~FINANCIAL~~positive ~~OFFICER~~or ~~AND,~~raise ~~THEREFORE,~~additional ~~MAY~~debt ~~NOT~~and/or BEequity ~~ABLE~~capital. TOWe ~~DEVELOP~~believe that ~~ANY~~our ~~ADDITIONAL~~capital ~~GAMES~~resources are not currently adequate to continue operating and maintaining our business strategy for a period of twelve months following the offering. We may seek to raise capital through additional debt and/or equity financings and generate sufficient revenues to fund its operations in the future.

~~Our~~The ~~future~~Report ~~ability~~of toour ~~develop~~Independent ~~and~~Registered ~~offer~~Public Accountant ~~new~~firm ~~games~~issued isin ~~dependent~~connection onwith usour ~~hiring~~audited ~~new~~consolidated ~~programmers~~financial ~~and~~statement ~~developers.~~for ~~We currently do not have~~ the ~~financial~~transition ~~resources~~period toended ~~hire~~October ~~any~~31, ~~programmers~~ 2021 and ~~developers.~~year ~~Therefore,~~ended ~~unless~~December ~~we raise sufficient capital~~31, we2020 ~~will~~expresses ~~not~~substantial bedoubt ~~able~~about toour ~~employ~~ability ~~the persons necessary~~ to ~~develop~~continue ~~and~~as ~~program~~a ~~new~~going ~~games~~concern. ~~Without new games, we will not be able to generate sufficient revenue and will be forced to cease operations.~~

~~OUR~~Our ~~LACK~~business OFstrategy ~~PATENT~~relating ~~AND/OR~~to ~~COPYRIGHT~~the ~~PROTECTION~~development and ~~AND~~introduction ~~ANY~~of ~~UNAUTHORIZED~~new ~~USE~~products OFand ~~THE~~services ~~GAMES~~exposes ~~AND~~us to risks such as limited customer and/ORor ~~PROPRIETARY~~market ~~TECHNOLOGIES~~acceptance BYand ~~THIRD~~additional ~~PARTIES~~expenditures that ~~MAY~~may ~~HARM~~not ~~OUR~~result ~~BUSINESS~~in additional net revenue.

WeAn ~~have~~important ~~filed~~component ~~a provisional patent application; however, as~~ of ~~the date of this filing, we have not received a patent and/or copyright protection for~~ our ~~games,~~business ~~planned~~strategy is ~~proprietary technologies and/or planned products. Presently we intend~~ to ~~rely~~focus on ~~trade~~new ~~secret~~products ~~protection~~ and~~/or~~ ~~confidentiality~~services ~~agreements~~that ~~with~~enable ~~our~~us ~~key technology support personnel, customers, business partners and others~~ to ~~protect~~provide ~~our~~immediate ~~intellectual~~value ~~property rights. Despite certain precautions taken by us, it may be possible for third parties~~ to ~~obtain and use~~ our ~~intellectual property without authorization~~customers. ~~This~~Customer ~~risk may be increased due to the lack of any patent~~ and/or ~~copyright~~market ~~protection. If any~~ acceptance of ~~our~~these ~~proprietary~~new ~~rights~~products ~~are~~and ~~misappropriated~~services orcannot webe ~~are~~predicted ~~forced~~with tocertainty, ~~defend~~and ~~our~~if ~~intellectual property rights,~~ we ~~will~~fail ~~have~~ to ~~incur~~execute ~~substantial~~properly ~~costs.~~on ~~Such~~this ~~litigation~~strategy ~~could~~or ~~result~~to inadapt this ~~substantial~~strategy ~~costs~~as ~~and~~market ~~diversion~~conditions ofevolve, our ~~resources,~~ability ~~including~~to ~~diverting~~grow ~~the~~revenue ~~time~~ and ~~effort of~~ our ~~senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and~~ results of operations. ~~Management~~may ~~will~~be ~~from~~adversely ~~time to time determine whether applying for patent and copyright protection is appropriate for us~~affected. WeIf ~~have~~we fail noto ~~guarantee~~successfully ~~that,~~implement ~~if filed, any applications will be granted or, if awarded, whether they will offer us any meaningful protection from other companies in~~ our business. ~~Furthermore~~strategy, ~~any~~our ~~patent~~financial orperformance ~~copyrights~~and ~~that~~our wegrowth ~~may~~could be ~~granted~~materially ~~may be held by a court to infringe on the intellectual property rights of others~~ and ~~subject~~adversely ~~us to awards for damages~~affected.

If we fail to successfully implement our business strategy, our financial performance and our growth could be materially and adversely affected.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Implementation of our strategy will require effective management of our operational, financial and human resources and will place significant demands on those resources. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus for more information regarding our business strategy. There are risks involved in pursuing our strategy, including the ability to hire or retain the personnel necessary to manage our strategy effectively.

In addition to the risks set forth above, implementation of our business strategy could be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions, increased operating costs or expenses, and changes in industry trends. We may decide to alter or discontinue certain aspects of our business strategy at any time. If we are not able to implement our business strategy successfully, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business strategy successfully, our operating results may not improve to the extent we anticipate, or at all.

WEWe ~~MAY~~may BEfail ~~SUBJECT~~to TOrealize ~~CLAIMS~~the ~~WITH~~anticipated benefits ~~RESPECT~~and TOcost ~~THE~~savings ~~INFRINGEMENT~~of OFthe ~~INTELLECTUAL~~acquisition ~~PROPERTY~~of ~~RIGHT~~Model ~~OF OTHERS~~Meals, ~~WHICH~~which ~~COULD~~could ~~RESULT~~adversely INaffect ~~SUBSTANTIAL~~the ~~COSTS~~value ~~AND~~of ~~DIVERSION~~our OFCommon ~~OUR FINANCIAL AND MANAGEMENT RESOURCES TO DEFEND SUCH CLAIMS AND/OR LAWSUITS AGAINST US AND COULD HARM OUR BUSINESS~~Stock.

WeThe ~~cannot~~ultimate besuccess ~~certain that our games and proprietary technologies will not infringe upon patents, copyrights or other intellectual property rights held by third parties. While we know~~ of ~~no basis for any claims of this type,~~ the ~~existence~~acquisition of ~~and~~Model Meals ~~ownership~~will ~~of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. Additionally~~depend, ~~most~~in ~~patent applications are kept confidential for twelve to eighteen months~~part, oron ~~longer,~~our ~~and~~ability ~~we would not be able~~ to berealize ~~aware~~the ofanticipated ~~potentially~~benefits ~~conflicting claims that they make. We may become subject to legal proceedings~~ and ~~claims~~cost savings from ~~time~~combining ~~to time relating to~~ the ~~intellectual property of others in the ordinary course of our~~ business. ~~If we are found to have violated the intellectual property rights~~ of ~~others,~~Model Meals ~~we may be enjoined from using such intellectual property,~~ and weHome ~~may~~Bistro. ~~incur~~Our ~~licensing~~ability ~~fees or be forced~~ to ~~develop~~realize ~~alternative technology or obtain other licenses. In addition, we may incur substantial expenses in defending against~~ these ~~third~~anticipated ~~party~~benefits ~~infringement claims~~ and becost ~~diverted~~savings ~~from~~is ~~devoting~~subject ~~time~~ to ~~our~~certain ~~business~~risks and operational issues, regardless of the merits of any such claim. Successful infringement or licensing claims against us may result in substantial monetary damages, which may materially disrupt the conduct of our business and have a material adverse effect on our reputation, business, financial condition and results of operations.including:

~~Risk~~● ~~Related~~our Toability ~~Our~~to ~~Capital~~successfully ~~Stock~~combine the business of Model Meals and Home Bistro, including with respect to the integration of our systems and technology;

WE● ~~MAY~~whether ~~NEVER~~the ~~PAY~~combined ~~ANY~~businesses ~~DIVIDENDS~~will TOperform ~~SHAREHOLDERS.~~as currently expected;

We● ~~have~~the ~~never~~possibility ~~declared~~that orwe paid ~~any~~more ~~cash~~for ~~dividends~~Model orMeals ~~distributions~~than onthe ~~our~~value ~~capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore~~ we dowill ~~not~~derive ~~anticipate~~from ~~paying any cash dividends on our common stock in~~ the ~~foreseeable~~acquisition; ~~future.~~and

~~The~~● ~~declaration, payment and amount of any future dividends will be made at~~ the ~~discretion~~assumption of ~~the~~known ~~board of directors,~~ and ~~will~~unknown ~~depend~~liabilities ~~upon, among other things, the results~~ of ~~our~~Model ~~operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant~~Meals. ~~There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.~~

~~OUR~~If ~~ARTICLES OF~~we ~~INCORPORATION~~are ~~PROVIDE~~not ~~FOR~~able ~~INDEMNIFICATION~~to OFsuccessfully ~~OFFICERS~~combine ~~AND~~the business ~~DIRECTORS~~of ATModel ~~OUR~~Meals ~~EXPENSE~~and ~~AND~~Home ~~LIMIT~~Bistro ~~THEIR~~within ~~LIABILITY~~the ~~WHICH~~anticipated ~~MAY~~time ~~RESULT~~frame, INor Aat ~~MAJOR~~all, ~~COST~~the TOanticipated UScost ~~AND~~savings ~~HURT~~and ~~THE~~other ~~INTERESTS~~benefits of OFthe ~~OUR~~acquisition ~~SHAREHOLDERS~~may ~~BECAUSE~~not ~~CORPORATE~~be ~~RESOURCES~~realized ~~MAY~~fully BEor ~~EXPENDED~~at ~~FOR~~all ~~THE~~or ~~BENEFIT~~may OFtake ~~OFFICERS~~longer ~~AND/OR~~to ~~DIRECTORS~~realize than expected, the combined businesses may not perform as expected, and the value of our Common Stock may be adversely affected.

~~Our~~We ~~articles~~cannot ofprovide ~~incorporation~~assurances that Model Meals and ~~applicable~~Home ~~Nevada~~Bistro ~~law~~can ~~provide~~be ~~for~~integrated ~~the~~successfully. ~~indemnification~~It ofis ~~our~~possible ~~directors,~~that ~~officers,~~the ~~employees,~~integration ~~and~~process ~~agents,~~could ~~under~~result ~~certain~~in ~~circumstances,~~the ~~against~~loss ~~attorney’s~~of ~~fees~~key ~~and~~employees, the ~~other~~disruption ~~expenses~~of ~~incurred~~our byongoing ~~them~~businesses or in ~~any~~unexpected ~~litigation~~integration toissues, ~~which~~higher ~~they~~than ~~become~~expected aintegration ~~party~~costs, ~~arising~~and ~~from~~an ~~their~~overall integration ~~association~~process ~~with~~that ortakes ~~activities~~longer onthan ~~our~~originally ~~behalf~~anticipated. WeIn ~~will~~addition, ~~also~~at ~~bear~~times, the ~~expenses~~attention of ~~such~~certain ~~litigation~~members ~~for any~~ of our ~~directors,~~management and ~~officers,~~resources ~~employees,~~may orbe ~~agents,~~focused ~~upon~~on ~~such~~completion ~~person’s~~of ~~written~~the ~~promise~~integration toand ~~repay~~diverted usfrom ifday-to-day itbusiness isoperations, ~~ultimately~~which ~~determined~~may ~~that~~disrupt ~~any~~our ongoing ~~such~~business. ~~person~~We ~~shall~~may ~~not~~experience ~~have~~difficulties ~~been~~associated ~~entitled~~with tothe ~~indemnification.~~implementation ~~This~~and/or ~~indemnification~~integration ~~policy~~of ~~could~~new ~~result~~businesses, inservices ~~substantial~~(including outsourced ~~expenditures~~services), bytechnologies, ussolutions, ~~which~~or ~~we will be unable to recoup~~products.

We ~~have~~may ~~been~~face ~~advised that~~difficulties, ~~in the opinion of the SEC~~costs, ~~indemnification~~and ~~for~~delays ~~liabilities arising under federal securities laws is against public policy as expressed~~ in effectively ~~the~~implementing ~~Securities Act~~ and ~~is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred~~ /or ~~paid by~~integrating aacquired ~~director~~businesses, ~~officer~~services or(including ~~controlling~~outsourced ~~person in the successful defense of any action~~services), ~~suit or proceeding~~technologies, ~~is asserted by a director~~solutions, ~~officer~~ or products ~~controlling~~into ~~person~~our inbusiness. ~~connection~~Implementing ~~with~~internally ~~the~~developed ~~securities~~solutions ~~being~~and ~~registered~~products, weand/or ~~will~~integrating ~~(unless~~newly inacquired ~~the opinion of our counsel~~businesses, ~~the~~services (including ~~matter~~outsourced ~~has been settled by controlling precedent~~services) ~~submit to a court of appropriate jurisdiction~~, ~~the~~and ~~question~~technologies ~~whether~~could ~~indemnification~~be bytime-consuming ~~us is against public policy as expressed in the Securities Act~~ and ~~will~~may bestrain ~~governed~~our ~~by the final adjudication of such issue~~resources. ~~The~~Consequently, ~~legal~~we ~~process~~may ~~relating~~not ~~to this matter if it were to occur is likely to~~ be ~~very~~successful in ~~costly~~implementing and/or ~~may~~integrating ~~result~~these innew usbusinesses, ~~receiving~~services, ~~negative~~technologies, ~~publicity~~solutions, ~~either of~~or ~~which~~products ~~factors~~and ismay ~~likely~~not toachieve ~~materially~~anticipated revenue ~~reduce the market~~ and ~~price~~cost ~~for our shares, if such a market ever develops~~benefits.

~~YOU~~We ~~WILL~~may ~~EXPERIENCE~~experience ~~DILUTION~~difficulties OFassociated with ~~YOUR~~the ~~OWNERSHIP~~implementation ~~INTEREST~~and/or ~~BECAUSE~~integration OFof ~~THE~~new ~~FUTURE~~businesses, ~~ISSUANCE~~services OF(including ~~ADDITIONAL~~outsourced ~~SHARES~~services), OFtechnologies, ~~OUR~~solutions, ~~COMMON~~or ~~STOCK AND OUR PREFERRED STOCK~~products.

InWe ~~the~~may ~~future~~face difficulties, wecosts, ~~may~~and ~~issue~~delays ~~our~~in effectively ~~authorized~~implementing ~~but~~and/or ~~previously~~integrating ~~unissued~~acquired ~~equity securities~~businesses, ~~resulting~~services in(including ~~the~~outsourced ~~dilution~~services), oftechnologies, ~~the~~solutions, ~~ownership~~or products ~~interests~~into of our ~~present stockholders~~business. Implementing Weinternally ~~are~~developed ~~currently~~solutions ~~authorized~~and toproducts, ~~issue~~and/or anintegrating ~~aggregate~~newly ofacquired ~~120~~businesses,~~000~~ services (including outsourced services),~~000~~ ~~shares~~and oftechnologies ~~capital~~could ~~stock~~be ~~consisting~~time-consuming ofand ~~100,000,000~~may ~~shares~~strain ofour ~~common~~resources. ~~stock~~Consequently, ~~par~~we ~~value~~may not ~~$0.001~~be ~~per~~successful ~~share,~~in implementing and/or 20integrating these new businesses,~~000~~ services,~~000~~ ~~shares~~technologies, ofsolutions, ~~preferred~~or ~~stock,~~products ~~par~~and ~~value~~may ~~$0.001~~not achieve ~~per~~anticipated ~~share~~revenue and cost benefits.

Changes in macroeconomic conditions may adversely affect our business.

Economic difficulties and other macroeconomic conditions could reduce the demand and/or the timing of purchases for certain of our services from customers and potential customers. Recent disruption in the general supply chain could make it difficult to obtain or increase the cost of purchasing ingredients, which would have a negative impact on revenue and margins. In addition, changes in economic conditions could create liquidity and credit constraints. We cannot assure you that we would be able to secure additional financing if needed and, if such funds were available, that the terms and conditions would be acceptable to us.

WeThe ~~may~~continuing ~~also~~effects ~~issue~~of ~~additional~~the ~~shares~~ outbreak of ~~our~~the ~~common~~novel coronavirus (“COVID-19”) ~~stock~~and orits ~~other~~variants ~~securities~~have ~~that~~negatively ~~are~~affected ~~convertible~~the ~~into~~global ~~or exercisable for common stock in connection with hiring or retaining employees or consultants~~economy, ~~future~~the ~~acquisitions,~~United States ~~future~~economy ~~sales~~and ofthe ~~our~~global ~~securities~~financial ~~for capital raising purposes~~markets, orand ~~for~~may ~~other~~disrupt ~~business purposes. The future issuance of any such additional shares of~~ our ~~common~~operations ~~stock~~and ~~or other securities may create downward pressure on the trading price of~~ our ~~common~~clients’ ~~stock.~~and ~~There~~counterparties’ ~~can be no assurance that we will not be required to issue additional shares~~operations, which ~~warrants~~could orhave ~~other~~an ~~convertible~~adverse ~~securities~~effect inon ~~the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of~~ our ~~securities for capital raising purposes or for other~~ business ~~purposes~~, ~~including~~financial atcondition aand ~~price~~results ~~(or exercise prices) below the price at which shares~~ of ~~our common stock are quoted on the OTCBB~~operations.

~~OUR~~The ~~COMMON~~effects ~~STOCK~~of ISthe ~~CONSIDERED~~outbreak Aof ~~PENNY~~the ~~STOCK~~novel coronavirus and its variants have negatively affected the global economy, ~~WHICH~~the ~~MAY~~United BEStates ~~SUBJECT~~economy TOand ~~RESTRICTIONS~~the ONglobal ~~MARKETABILITY~~financial markets, SOand ~~YOU~~may ~~MAY~~disrupt our ~~NOT~~operations BEand ~~ABLE~~our TOclients’ ~~SELL~~and ~~YOUR~~counterparties’ ~~SHARES~~operations, which could have an adverse effect on our business, financial condition and results of operations.

IfThe ~~our~~ongoing ~~common~~COVID-19 ~~stock~~global ~~becomes~~and ~~tradable~~national health emergency has caused significant disruption in the ~~secondary~~international ~~market,~~and weUnited ~~will~~States beeconomies ~~subject~~and tofinancial ~~the~~markets. ~~penny~~The ~~stock~~spread ~~rules~~of ~~adopted~~COVID-19 has bycaused ~~the~~illness, ~~Securities~~quarantines, cancellation of events and ~~Exchange~~travel, ~~Commission~~business ~~that~~and ~~require~~school ~~brokers~~shutdowns, toreduction ~~provide~~in ~~extensive~~business ~~disclosure~~activity toand financial ~~their~~transactions, ~~customers~~labor ~~prior~~shortages, tosupply ~~executing~~chain ~~trades~~interruptions inand ~~penny~~overall ~~stocks~~economic and financial market instability. ~~These~~The ~~disclosure~~United States ~~requirements~~now ~~may~~has ~~cause~~the aworld’s ~~reduction~~most inreported COVID-19 cases, and all 50 states and the ~~trading~~District ~~activity~~of Columbia have reported cases of individuals ~~our~~infected ~~common~~with ~~stock,~~COVID-19. ~~which~~All states have declared states of emergency. Similar impacts have been experienced in ~~all~~every ~~likelihood~~country in ~~would~~which ~~make~~we itdo ~~difficult~~business. ~~for~~Impacts to our ~~shareholders~~business tocould ~~sell~~be ~~their~~widespread ~~securities.~~and global, and material impacts may be possible, including the following:

~~Penny~~● ~~stocks~~Our ~~generally~~employees ~~are~~contracting ~~equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker~~COVID-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.19;

~~THERE~~● ISReductions NOin ~~ASSURANCE~~our OFoperating Aeffectiveness ~~PUBLIC~~as ~~MARKET~~our ORemployees ~~THAT~~work ~~OUR~~from ~~COMMON~~home ~~STOCK~~or ~~WILL~~disaster-recovery ~~EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.~~locations;

~~Our~~● ~~shares~~Unavailability are listed on the OTCBB under the symbol “APGS.OB”. There is, however, very little trading volume and there can be no assurance that there will be trading volume or an active market for the stock. In the absence of akey ~~trading~~personnel ~~market,~~necessary ~~an investor may be unable~~ to ~~liquidate~~conduct ~~their~~our ~~investment.~~business activities;

~~SPECIAL~~● ~~NOTE~~Unprecedented ~~REGARDING~~volatility ~~FORWARD-LOOKING~~in ~~STATEMENTS~~global financial markets;

~~The~~● ~~information~~Reductions ~~contained~~ in ~~this~~revenue ~~report,~~across including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our ~~and~~operating their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.businesses;

~~The~~● ~~forward-looking~~Closure ~~statements~~of ~~contained~~our inoffices this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or ~~performance to be materially different from those expressed or implied by these forward-looking statements, including~~ the ~~following~~offices ~~forward-looking statements involve a number~~ of ~~risks,~~our ~~uncertainties (some of which are beyond the parties’ control) or other assumptions.~~clients;

~~USE~~● OFDe-globalization; ~~PROCEEDS~~and

We● ~~estimate~~Reduced ~~that~~availability weof ~~will~~ingredients ~~receive~~due up to ~~$1,500,000~~supply inchain ~~net~~disruption ~~proceeds~~could ~~from~~further ~~the~~exacerbate ~~sale of units in this offering, based on an assumed~~ price ~~of $[ ] per unit and after deducting estimated placement agent fees and estimated offering expenses payable by us~~inflation. ~~We will use the net proceeds from this offering to further develop our products and for working capital and other general corporate purposes.~~

IfFurthermore, athe ~~warrant~~Company ~~holder~~has ~~elects~~been following the recommendations of local health authorities to ~~pay~~minimize exposure risk for its employees for the ~~exercise~~past ~~price~~several weeks, ~~rather~~including ~~than~~the ~~exercising~~temporary closures ~~the~~of ~~warrants~~its onoffices aand ~~“cashless”~~having ~~basis~~employees work remotely to the extent possible, wewhich ~~may~~has ~~also~~to ~~receive~~an ~~proceeds~~extent ~~from~~adversely affected their efficiency. In addition, the ~~exercise~~cancellation of ~~warrants.~~in-person Wemeetings ~~cannot~~and ~~predict~~conferences ~~when~~has orhad ifan adverse impact on the ~~warrants~~Company’s ~~will~~business beand ~~exercised.~~financial condition Itand ishas ~~possible~~hampered ~~that~~the Company’s ability to meet with customers to promote products, generate revenue and access usual sources of liquidity on reasonable terms, which in turn has negatively impacted the ~~warrants~~Company’s ~~may~~cash ~~expire~~flow and ~~may~~its ~~never~~ability beto ~~exercised~~pay for certain professional services.

The COVID-19 pandemic also has the potential to significantly affect our supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, our service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could result in additional disruptions or delays in shipments of our products.

We are still assessing our business operations and system supports and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in our sectors in particular. To date, the Company has been able to avoid layoffs and furloughs of employees.

As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly.

~~DILUTION~~The further spread of the COVID-19 outbreak may materially disrupt banking and other financial activity generally and in the areas in which we operate. This would likely result in a decline in demand for our products and services, which would negatively impact our liquidity position and our business strategies. Any one or more of these developments could have a material adverse effect on our business, operations, consolidated financial condition, and consolidated results of operations.

~~Our~~A ~~reported~~failure ~~net tangible book value as~~ of March 31, 2011 was $15,468, or $0 per share of common stock, based upon 25,596,400 shares outstanding as of that date. Net tangible book value per share is determined by dividing such number of outstanding shares of common stock into our ~~net~~information tangible book value, which are our total tangible assets less total liabilities. After giving effect to the sale of the units offered in this offering at the offering price of $[ ] per unit, at March 31, 2011 (and excluding shares of common stock issued and any proceeds received upon exercise of the warrants), after deducting placement agent fees and other estimated offering expenses payable by us, our net tangible book value at March 31, 2011 would have been approximately [ ], technology or ~~$[ ] per~~systems ~~share.~~could ~~This~~adversely ~~represents~~affect ~~an immediate increase in net tangible book value of approximately $[ ] per share to~~ our ~~existing stockholders, and an immediate dilution of $[ ] per share to investors purchasing units in the offering~~business.

~~The~~Our ~~following~~ability ~~table~~to ~~illustrates~~deliver ~~the~~our ~~per~~products ~~share~~and ~~dilution~~services depends toon ~~investors~~effectively ~~purchasing~~using ~~units~~information technology. We rely upon our information technology and systems, employees, and third parties for operating and monitoring all major aspects of our business. These technologies and systems and, therefore, our operations could be damaged or interrupted by natural disasters, power loss, network failure, improper operation by our employees, data privacy or security breaches, computer viruses, computer hacking, network penetration or other illegal intrusions or other unexpected events. Any disruption in the ~~offering:~~operation of our information technology or systems, regardless of the cause, could adversely impact our operations, which may adversely affect our financial condition, results of operations and cash flows.

Public offering price per unit							$
Net tangible book value per share as of March 31, 2011							$
Increase per share attributable to sale of units to investors							$
As adjusted net tangible book value per share after the offering							$
Dilution per share to investors							$
Dilution as a percentage of the offering price							%

A cybersecurity incident could result in the loss of confidential data, give rise to remediation and other expenses, expose us to liability under consumer protection laws, common law theories or other laws, subject us to litigation and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business.

The ~~foregoing~~nature ~~illustration~~of ~~does~~our business involves the receipt, storage and use of personal data about our customers, as well as employees. Additionally, we rely upon third parties that are not ~~reflect~~directly under ~~potential~~our ~~dilution~~control to store and use portions of that personal data as well. The secure maintenance of this and other confidential information or other proprietary information is critical to our business operations. To protect our information systems from ~~the~~attack, ~~exercise~~damage and unauthorized use, we have implemented multiple layers of ~~outstanding~~security, ~~options~~including technical safeguards, processes, and our people. Our defenses are monitored and routinely tested internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities, technology failures, and advanced attacks against information systems create risk of cybersecurity incidents. We cannot provide assurance that we or ~~warrants~~our third-party vendors or other service providers will not be subject to ~~purchase~~cybersecurity ~~shares~~incidents, which may result in unauthorized access by third parties, loss, misappropriation, disclosure or corruption of customer, employee, or our information; or other data subject to privacy laws. Such cybersecurity incidents or delays in responding to or remedying damage caused by such incidents may lead to a disruption in our systems or business, costs to modify, enhance, or remediate our cybersecurity measures, liability under privacy, security and consumer protection laws or litigation under these or other laws, including common ~~stock~~law theories, and subject us to enforcement actions, fines, regulatory proceedings or litigation against us, damage to our business reputation, a reduction in participation and sales of our products and services, and legal obligations to notify customers or other affected individuals about an incident, which could cause us to incur substantial costs and negative publicity, any of which could have a material adverse effect on our financial condition and results of operations and harm our business reputation.

~~DESCRIPTION~~As OFa ~~BUSINESS~~result, cybersecurity and the continued development and enhancement of our controls, processes and practices remain a priority for us. We may be required to expend significant additional resources in our efforts to modify or enhance our protective measures against evolving threats or to investigate and remediate any cybersecurity vulnerabilities.

Overview

Apps Genius Corp, develops markets, publishes and distributes social games and software applications that consumers can use on a variety of platforms. The platforms include social networks, wireless devices such as cellular phones and smart phones including the Apple iPhone™) and standalone websites. To date, we have released several applications including ‘Bruisers’, a game application for Facebook, ‘My Mad Millions’, a game application for Facebook™, Drama Llama, an application for Facebook™, ‘Slap a Friend’, a game application for the Apple Iphone™, Bed Bug Alert, a utility application for Apple Iphone™ and Crazy Dream Application for Facebook™. Apps Genius Corp’s goal is to develop and publish new titles on a recurring basis that are based on the same property and gaming platform. Examples of this franchise approach are the two games that we currently have under development that both utilize the same underlying platform, My Mad Millions and Rock The House. A core focus of our Social Gaming and Mobile Application development is to allow users and players to reach across different networks into a virtual application or gaming environment such as Facebook, MySpace, Iphone and Android and be able to play games and use applications from all users no matter what environment they are using the application in.

The three key philosophies that are incorporated into each of our gaming titles are:

1. Make players feel like they’re playing with their real friends

2. Offer ways for players to express their personality, and

3. Provide a fantasy world environment that allows players to roll play as if they are living as a rock star or a multimillionaire.

Allowing players to go cross platform to invite their friends to their social gaming or mobile application experience creates the personalization necessary to create loyal and addicted users. Further integration with wireless devices widens the reach and increases time played and revenue opportunities.

Revenue Model

We monetize our social games through virtual currencies through RadiumOne (formerly, gWallet), Facebook Credits and banner ads through Cubics.com, a division of AdKnowledge. Our mobile applications are monetized by either charging fees for downloading through the ITunes Apple Store or by offering free applications with banner advertising supplied by Cubics.

Virtual Currency

Some of our Social Games contain a virtual currency or points system. One such example is in our game “My Mad Millions” we issue “MMM Points” to our users that allow users to level up and gain special privileges. Users collect points by moving through the levels, buying them or completing offers from third-party advertisers that convert into points or virtual currency. For example, your users can now purchase “My Mad Millions points” directly by using Facebook Credits payments system. Users can also earn points by completing surveys, completing deals, or watching videos that are offered on an Offer Wall in the game provided through our relationship with RadiumOne (formerly, gWallet). When users make a purchase from one of the offers on our “Offer Wall”, complete a survey or purchase “My Mad Million” points using Facebook Credits, they get points in the game and can use them to level up or gain special privileges as they see fit.

~~Web~~Our ~~Advertising~~business is subject to changing privacy and security laws, rules and regulations, including the Payment Card Industry Data Security Standards, the Telephone Consumer Protection Act and other state privacy regulations, which impact our operating costs and for which failure to adhere could negatively impact our business.

~~AppsGenius~~Our ~~also~~business ~~uses~~is ~~its~~subject ~~site~~to various privacy and data security laws, regulations, and codes of conduct that apply to ~~advertise~~our ~~for~~various ~~other~~business units (e.g., Payment Card Industry Data Security Standards and Telephone Consumer Protection Act (“TCPA”)). These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. While we are using internal and external resources to monitor compliance with and to continue to modify our data processing practices and policies in order to comply with evolving privacy laws, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. Government regulators, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. We ~~have~~This ~~entered~~increased scrutiny may result in new interpretations of existing laws as well as new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions, thereby further impacting our business. For example, the California Consumer Privacy Act of 2018 (“CCPA”), went into ~~agreements~~effect on January 1, 2020, and it applies broadly to information that identifies or is associated with ~~three~~any ~~companies~~California ~~where~~household or individual, and compliance with the new law requires that we ~~agree~~implement several operational changes, including processes to ~~place~~respond ~~banners~~to orindividuals’ ~~ads~~data onaccess and deletion requests. Failure to comply with the CCPA may result in attorney general enforcement action and damage to our ~~website~~reputation. We ~~receive~~The aCCPA ~~cash~~also ~~payment~~provides ~~from~~for ~~the~~civil ~~advertiser~~penalties ~~when~~for violations, as well as a ~~purchase~~private isright ~~completed~~of action for data breaches that may increase data breach litigation. We ~~currently~~may also be exposed to litigation, regulatory fines, penalties or other sanctions if the personal, confidential or proprietary information of our customers is mishandled or misused by any of our suppliers, counterparties or other third parties, or if such third parties do not have ~~marketing~~appropriate ~~relationships~~controls ~~with~~in ~~both~~place ~~RadiumOne~~to protect ~~(formerly~~such personal, ~~gWallet~~confidential or proprietary information. Additionally, the Federal Trade Commission (“FTC”) and ~~Facebook~~many state ~~Credits~~attorneys general are interpreting federal and state consumer protection laws to ~~provide~~impose astandards ~~private~~for ~~label~~the ~~virtual~~collection, ~~currency~~use, ~~system~~dissemination, and assecurity ~~well~~of asdata. ~~third-party~~The ~~marketing~~obligations ~~offers~~imposed by the CCPA and other similar laws that may be enacted at the federal and state level may require us to modify our business practices and policies and to incur substantial expenditures in order to comply.

We ~~have~~depend anon ~~agreement~~our ~~with~~management ~~RadiumOne (formerly, gWallet)~~team. Pursuant to this Agreement, RadiumOne agrees to monetize users to My Mad Millions and Bruisers. RadiumOne will be paid 10% for any direct revenue and 30% for any indirect revenue that is generated through RadiumOne’s services. A copy of the agreement with gWallet is attached hereto as Exhibit 10.1.

WeThe ~~have~~Company’s ~~also~~future ~~entered~~success ~~into~~primarily andepends on ~~agreement~~the ~~with~~efforts ~~Cubics.com.~~of ~~Pursuant~~the toexisting ~~this~~management ~~Agreement~~team, weparticularly, ~~agree~~Zalmi toDuchman, ~~download~~our ~~ads~~Chief ~~and~~Executive ~~banners~~Officer. ~~from~~Loss ~~Cubics~~of the services of Mr.~~com~~ Duchman could materially and weadversely ~~display~~affect ~~them~~the onCompany’s ~~our~~business ~~website~~prospects. ~~Cubics.com~~ ~~then~~We ~~pays~~do usnot atcarry ~~least~~“key-man” ~~$0.05~~life ~~for~~insurance on ~~every~~the ~~click~~lives ~~that~~of ~~occurs~~any onof anour ademployees or ~~banner~~advisors. ~~displayed~~As onsufficient funds become available, the Company’s ~~website~~intends to hire additional qualified personnel. ASignificant ~~copy~~competition ofexists ~~the~~for ~~agreement~~such ~~with~~personnel ~~cubics~~and, accordingly, our compensation costs may increase significantly.~~com~~ isThe Company ~~attached~~believes ~~hereto~~it aswill ~~Exhibit~~be 10able to recruit and retain personnel with the skills required for present needs and future growth but cannot assure it will be successful in those efforts.2.

~~Social~~In ~~Network~~order ~~Space~~to be successful, we must attract, engage, retain, and integrate key employees and have adequate succession plans in place, and failure to do so could have an adverse effect on our ability to manage our business.

Our ~~games~~success ~~work~~depends, asin ~~applications~~large part, on ~~social~~our ~~networking~~ability to ~~service~~attract, ~~site~~engage, ~~platforms.~~retain, ~~Users~~and ~~can~~integrate ~~install~~qualified ~~the~~executives ~~games~~and onother ~~their~~key ~~pages~~employees throughout all areas of our business. Identifying, developing internally or hiring externally, training, and ~~the~~retaining ~~games~~highly ~~then~~skilled ~~use~~managerial ~~the~~and ~~platform~~other ~~application~~personnel ~~programming~~are ~~interfaces~~critical to ~~obtain~~our future, ~~social~~and ~~graph~~competition ~~information~~for (eexperienced employees can be intense.g. ~~lists~~Failure to successfully hire executives and key employees or the loss of ~~friends)~~any ~~from~~executives ~~their~~and ~~accounts. This~~key ~~information~~employees iscould ~~used~~have bya ~~players~~significant impact on ~~the~~our ~~social~~operations. ~~network~~The toloss ~~invite~~of ~~friends~~services ~~and~~of ~~other~~any ~~on-line~~key ~~users~~personnel, the inability to ~~play~~retain and attract qualified personnel in the ~~game~~future, or delays in hiring may harm our business and results of operations. Further, changes in our management team may be disruptive to ~~notify~~our ~~players~~business, ~~that~~and aany ~~friend~~failure ~~has~~to ~~logged~~successfully onintegrate orkey ~~reached~~newly ahired ~~certain~~employees could ~~milestone~~adversely inaffect aour ~~particular~~business ~~game~~and results of operations.

The games incorporate the social aspect of their host services by allowing users to group together in “crews”, “entourages”, or “families” (depending on the type of game). Many games give bonuses to players with larger lists of game-specific friends, and some features of their games are unavailable to users with small networks.

Business Model

Our business is supported in two manners: via partner businesses and Facebook Credit payments. Several of our games will require an “Energy” characteristic to play. Engaging in “Missions”, a core feature of many games, consume a certain amount of energy. After expending energy, it slowly replenishes to the character's maximum limit. This can take minutes or several hours (energy replenishes whether or not players are logged into the game). After energy is replenished, players can engage in additional missions. Waiting for energy to replenish is a significant limiting factor in the games. Their support mechanisms take advantage of this.

Our games will link to offers from a number of partners. Players can accept credit card offers, take surveys or buy services from our partners in order to obtain game credits, which allow them to replenish their character's energy or traded for other various virtual goods.

Players may directly convert Facebook Credits into points in our games. From within the game, players can purchase the points for a fee: USD$5.00 for 20 game credits, for example.

Games Offered by Apps Genius

Currently we offer 7 games for users to download and play. The following is a description of each game that we offer:

Bruisers (Released February 2, 2011)

Bruisers is a turn based strategy war game available on Facebook™. Players face off two of history’s deadliest assassins; Pirates and Ninjas. Players equip their men with weapons, ammo and other items that are available for purchase in the game using Facebook Credits. Once properly equipped for battle, players ally with one another and with their friends on Facebook in order to build their stats and have the biggest, baddest team in the land.

Bruisers allows players to play with one another in real-time or play against a computer run bot. The introduction of real-time playing to Bruisers adds to the amount of time that users play the game and the amount of items that they purchase using Facebook Credits to play Bruisers.

~~(The~~We ~~above~~face ~~picture~~competition isfor ~~the home screen of Bruisers~~staffing, ~~where~~which may ~~users~~increase ~~can~~our ~~navigate~~labor tocosts ~~any~~and ~~part~~reduce ~~of the game)~~profitability.

~~Angry~~We ~~T*rds~~compete ~~(January~~with 28other food and beverage services providers in recruiting qualified management, ~~2011)~~including executives with the required skills and experience to operate and grow our business, and staff personnel for the day-to-day operations of our business. These challenges may require us to enhance wages and benefits to recruit and retain qualified management and other professionals. Difficulties in attracting and retaining qualified management and other professionals, or in controlling labor costs, could have a material adverse effect on our profitability.

~~Angry~~We ~~T*rds~~are ~~has~~or ~~been~~may ~~released~~become ~~for use on the Apple iPhone and available through the Apple iTunes Store in both~~ a ~~free~~party ~~limited~~to ~~version~~litigation that ~~and~~could ~~the~~potentially ~~full~~force ~~paid~~us ~~version for $0.99. Angry T*urds is a fantasy action game where evil explorers have stolen all the monkey babies and the players need~~ to ~~save~~pay ~~them. The~~significant ~~game~~damages ~~play takes a fun twist on using a slingshot packed with the choice of coconuts, poop bombs~~ and/or ~~bananas~~harm ~~which are shot at the explorers. Featuring~~ our ~~unique physics based destruction engine, Angry Turds provides countless fun and entertainment value~~reputation. ~~Angry T*rds has been featured on such sites as TechCrunch.~~

We could be subject to certain legal proceedings, which potentially involve large claims and significant defense costs (see “Legal Proceedings”). These legal proceedings and any other claims that we may face in the future, whether with or without merit, could result in costly litigation, and divert the time, attention, and resources of our management. The ~~above~~coverage ~~picture~~limits ~~depicts~~of ~~actual~~our ~~game~~insurance ~~play~~policies may not be adequate to cover all such claims and some claims may not be covered by insurance. Additionally, insurance coverage with respect to some claims against us or our directors and officers may not be available on terms that would be favorable to us, or the cost of ~~Angry~~such ~~T*rds~~coverage could increase in the future. Further, although we believe that we have conducted our operations in compliance with applicable statutory and contractual requirements and that we have meritorious defenses to outstanding claims, it is possible that resolution of these legal matters could have a material adverse effect on anour ~~Iphone~~results ~~device)~~of operations. In addition, legal expenses associated with the defense of these matters may be material to our results of operations in a particular financial reporting period.

MyThird ~~Mad~~parties ~~Millions~~may ~~(Released~~infringe ~~October~~on 13our brands, trademarks ~~2010):~~and other intellectual property rights, which may have an adverse impact on our business.

MyWe ~~Mad~~currently ~~Millions~~rely ison a ~~new~~combination ~~social~~of ~~game~~trademark and ~~application~~other ~~currently~~intellectual ~~available~~property onlaws ~~Facebook~~ and ~~MySpace.~~confidentiality ~~Players~~procedures ~~have~~ to ~~spend~~establish ~~$300,000,000~~and inprotect aour ~~virtual~~proprietary ~~environment~~rights, ~~living~~including ~~the~~our ~~life~~brands. If ofwe ~~the~~fail ~~rich~~to ~~and~~successfully ~~famous. The~~enforce ~~objective~~our ofintellectual ~~the~~property ~~game~~rights, isthe tovalue ~~spend~~of ~~all~~our ~~$300~~brands,~~000,000~~ ~~without~~services ~~having~~and ~~any~~products ~~assets~~could atbe ~~the~~diminished and ~~end. Players~~our ~~advance~~business inmay ~~the~~suffer. ~~game~~Our ~~while~~precautions ~~interacting~~may ~~with~~not ~~their~~prevent ~~friends~~misappropriation byof ~~completing~~our ~~missions~~intellectual ~~and~~property. ~~spending~~Any ~~virtual~~legal ~~money~~action ~~for~~that ~~themselves~~we ~~and~~may bring ~~their~~to ~~friends~~protect byour ~~renting~~brands ~~mansions,~~and ~~yachts,~~other ~~exotic~~intellectual ~~cars,~~property ~~private~~could ~~jets,~~be unsuccessful and ~~thousands~~expensive ofand ~~other~~could ~~luxuries. Players~~divert ~~also~~management’s ~~compete~~attention from toother ~~lose~~business ~~money~~concerns. byIn ~~buying~~addition, ~~virtual~~legal ~~stocks~~standards inrelating to the ~~stock market~~validity, ~~betting in virtual casinos~~enforceability, and ~~betting~~scope onof ~~current~~protection ~~sporting~~of ~~events~~intellectual property, especially in ~~the~~Internet-related ~~game. Players can interact with each other~~businesses, ~~buy~~are ~~gifts~~uncertain ~~for~~and ~~their~~evolving. ~~friends,~~We ~~invite~~cannot ~~others~~assure toyou ~~join~~that ~~their~~these ~~entourage,~~evolving ~~and~~legal ~~hire~~standards will ~~them~~sufficiently asprotect ~~employees~~our tointellectual ~~spend~~property ~~more~~rights ~~money~~in ~~and~~the ~~spend it faster~~future.

MyWe ~~Mad Millions creates a real-life and unique experience for players by using real images and prices of actual items that an individual with $300,000,000~~ may ~~want~~be subject to ~~buy~~intellectual ~~and~~property rights ~~could afford~~claims.

Third parties may make claims against us alleging infringement of their intellectual property rights. Any intellectual property claims, regardless of merit, could be time-consuming and expensive to litigate or settle and could significantly divert management’s attention from other business concerns. In addition, if we were unable to successfully defend against such claims, we may have to pay damages, stop selling the service or product or stop using the software, technology or content found to be in violation of a third party’s rights, seek a license for the infringing service, product, software, technology or content or develop alternative non-infringing services, products, software, technology or content. If we cannot license on reasonable terms, develop alternatives or stop using the service, product, software, technology or content for any infringing aspects of our business, we may be forced to limit our service and product offerings. Any of these results could reduce our revenue and our ability to compete effectively, increase our costs or harm our business.

Damage to our reputation could harm our business, including our competitive position and business prospects.

Our ability to attract and retain customers and employees is impacted by our reputation. Harm to our reputation can arise from various sources, including employee misconduct, cyber security breaches, unethical behavior, litigation or regulatory outcomes, which could, among other consequences, increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties and cause us to incur related costs and expenses.

We rely on third parties to provide us with adequate food supply, freight and fulfillment and Internet and networking services, the loss or disruption of any of which could cause our revenue, earnings or reputation to suffer.

We rely on third-parties to supply all of the food and other products we sell as well as packaging materials. If we are unable to obtain sufficient quantity, quality and variety of food, other products and packaging materials in a timely and low-cost manner from our manufacturers, we will be unable to fulfill our customers’ orders in a timely manner, which may cause us to lose revenue and market share or incur higher costs, as well as damage the value of our brands.

Currently, almost all of our direct-to-consumer customer orders are shipped by one third-party provider and almost all of our orders for retail programs are shipped by another third-party provider. Should these providers be unable to service our needs for even a short duration, our revenue and business could be adversely affected. Additionally, the cost and time associated with replacing these providers on short notice would add to our costs. Any replacement fulfillment provider would also require startup time, which could cause us to lose sales and market share.

~~(The~~Our ~~above~~business ~~picture~~also ~~depicts~~depends ~~one~~on a number of ~~the~~third parties ~~shopping~~for ~~sprees~~Internet inaccess Myand ~~Mad~~networking, ~~Millions~~and ~~where~~we ~~you~~have ~~rent~~limited acontrol ~~Yacht~~over these third parties. Should our network connections go down, our ~~hire~~ability to fulfill orders would be delayed. Further, if our websites or call center become unavailable for a ~~captain~~noticeable period of time due to Internet or communication failures, our business could be adversely affected, including harm to our brands and ~~choose~~loss aof ~~crew~~sales.)

~~Bed~~Therefore, ~~Bug~~we ~~Alert~~are ~~(Released~~dependent ~~October~~on 20these third parties. The services we require from these parties may be disrupted by a number of factors, ~~2010)~~including the following:

~~Bed~~● ~~Bug~~Labor Alert has been released for use on the Apple iPhone and available through the Apple iTunes Store for $1.95, Bed Bug Alert allows users to geolocate reported sightings of bed bugs throughout the world. Data is received from several sources including media reports of bed bug sightings and outbreaks, user reported data and through combing through health department and building department websites throughout the United States. Bed Bug Alert has been featured on various media outlets including the New York Times, USA Today, NBC and ABC.disruptions;

~~(The~~● ~~above~~Delivery ~~picture is a snapshot of the screen a Bed Bug Alert user will see on an iPhone that has located all reported sightings of Bed Bugs in New York, New York.)~~problems;

~~Crazy~~● ~~Dream~~Financial ~~(Released~~condition ~~March~~or ~~30,~~results ~~2010)~~of operations;

~~Crazy~~● ~~Dreams~~Internal has been released as a game for use on Facebook. Crazy Dreams is a collective tell-your-own adventure story where users begin, continue and elaborate on social stories. A user can begin by starting to tell a story or dream and then their Facebook friends can continue the story, indefinitely. Combining multiple people’s thoughts, ideas and input into one story is a way that Crazy Dreams is developing social networking to now include social story telling.inefficiencies;

~~(The~~● ~~above~~Equipment picture is the dream of one of our users. The user started the dream and it is now awaiting input from another user to continue the dream. The whole dream is the combination of all the different users inputs into one storyline.)failure;

●

Severe weather;

●

Fire;

●

Natural or man-made disasters; and

●

With respect to our food suppliers, shortages of ingredients or United States Department of Agriculture (“USDA”) or FDA compliance issues.

Further, if a regional or global health epidemic or pandemic occurs, such as COVID-19, depending upon its location, duration and severity, our business could be severely affected. A regional or global health epidemic or pandemic might also adversely affect our business by disrupting the operations of our call center, creating negative popular sentiment among consumers of delivered food, or by disrupting or delaying our third-party providers’ ability to, among other things (i) supply the products that we sell, as well as packaging materials, (ii) fulfill segment customer orders and (iii) provide internet and networking services.

Our ability to source quality ingredients and other products is critical to our business, and any disruption to our supply or supply chain could materially adversely affect our business.

We depend on frequent deliveries of ingredients and other products from a variety of local, regional, national and international suppliers, and some of our suppliers may depend on a variety of other local, regional, national and international suppliers to fulfill the purchase orders we place with them. The availability of such ingredients and other products at competitive prices depends on many factors beyond our control, including the number and size of farms, ranches and other suppliers that provide crops, livestock and other raw materials that meet our quality and production standards.

We rely on our suppliers, and their supply chains, to meet our quality and production standards and specifications and supply ingredients and other products in a timely and safe manner. We have developed and implemented a series of measures to ensure the safety and quality of our third party-supplied products, including using contract specifications, certificates of identity for some products or ingredients, sample testing by suppliers and sensory based testing. However, no safety and quality measures can eliminate the possibility that suppliers may provide us with defective or out-of-specification products against which regulators may take action or which may subject us to litigation or require a recall. Suppliers may provide us with food that is or may be unsafe, food that is below our quality standards or food that is improperly labeled. In addition to a negative customer experience, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions if we incorporate a defective or out-of-specification item into one of our deliveries.

~~Drama~~Furthermore, ~~Llama~~there ~~(Released~~are ~~September~~many 19factors beyond our control which could cause shortages or interruptions in the supply of our ingredients and other products, ~~2010)~~including adverse weather, environmental factors, natural disasters, unanticipated demand, labor or distribution problems, changes in law or policy, food safety issues by our suppliers and their supply chains, and the financial health of our suppliers and their supply chains. Production of the agricultural products used in our business may also be materially adversely affected by drought, water scarcity, temperature extremes, scarcity of agricultural labor, changes in government agricultural programs or subsidies, import restrictions, scarcity of suitable agricultural land, crop conditions, crop or animal diseases or crop pests. Failure to take adequate steps to mitigate the likelihood or potential effect of such events, or to effectively manage such events if they occur, may materially adversely affect our business, financial condition and operating results, particularly in circumstances where an ingredient or product is sourced from a single supplier or location.

~~Drama~~In ~~Llama~~addition, ~~has~~unexpected ~~been~~delays ~~released~~in ondeliveries ~~Facebook.~~from suppliers ~~Drama~~that ~~Llama~~ship ~~allows~~directly ~~friends~~ to ~~post~~our ~~pictures~~fulfillment ~~and~~centers ~~comments~~or onincreases ~~friend’s~~in ~~walls~~transportation ~~containing~~costs ~~either~~(including ~~the~~through ~~Drama~~increased ~~Llama~~fuel orcosts) could amaterially ~~Cry~~adversely ~~Baby~~affect ~~pictorial.~~our ~~The~~business, ~~posts~~financial ~~alert~~condition ~~all~~and ~~users~~operating ~~friends~~results. ~~that~~Labor ~~the~~shortages ~~user~~or ~~has~~work ~~drama~~stoppages in ~~their~~the ~~life~~transportation industry, orlong-term ~~they~~disruptions ~~are~~to ~~being~~the anational ~~Cry~~transportation ~~Baby~~infrastructure, ~~about~~reduction ~~something. Drama~~in ~~Llama~~capacity isand ~~meant~~industry-specific toregulations such beas ahours-of-service ~~fun~~rules ~~way~~that oflead ~~calling~~to ~~out~~delays ~~the~~or ~~cry~~interruptions ~~babies~~of ~~and~~deliveries ~~drama~~could ~~kings~~also ormaterially ~~queens~~adversely ofaffect ~~your~~our ~~friends~~business, financial condition and operating results.

~~(The~~Changes ~~above~~in ~~picture~~food iscosts aand ~~screenshot~~availability ofcould materially ~~the~~adversely ~~screen~~affect ~~where~~our ~~a user chooses whether they want to send the Drama Llama or the Cry Baby to their friends~~business.)

~~Slap~~The future success of our business depends in part on our ability to anticipate and react to changes in food and supply costs and availability. We are susceptible to increases in food costs as a ~~Friend~~result ~~(Released~~of ~~March~~factors 12beyond our control, ~~2010)~~such as general economic conditions, market changes, increased competition, general risk of inflation, exchange rate fluctuations, seasonal fluctuations, shortages or interruptions, weather conditions, changes in global climates, global demand, food safety concerns, generalized infectious diseases, changes in law or policy, declines in fertile or arable lands, product recalls and government regulations. In particular, deflation in food prices could reduce the attractiveness of our product offerings relative to competing products and thus impede our ability to maintain or increase overall sales, while food inflation, particularly periods of rapid inflation, could reduce our operating margins as there may be a lag between the time of the price increase and the time at which we are able to increase the price of our product offerings. We generally do not have long-term supply contracts or guaranteed purchase commitments with our food suppliers, and we do not hedge our commodity risks. In limited circumstances, we may enter into strategic purchasing commitment contracts with certain suppliers, but many of these contracts are relatively short in duration and may provide only limited protection from price fluctuations, and the use of these arrangements may limit our ability to benefit from favorable price movements. As a result, we may not be able to anticipate, react to or mitigate against cost fluctuations which could materially adversely affect our business, financial condition and operating results.

~~Slap~~Any aincrease ~~Friend~~in isthe aprices ~~fun~~of ~~way~~the toingredients most ~~take~~critical ato ~~picture~~our ofrecipes, aor ~~friend.~~scarcity ~~The~~of ~~application~~such ~~allows~~ingredients, ~~users~~such toas ~~virtually~~vegetables, ~~toss~~poultry, abeef, ~~friend~~pork ~~around~~ and ~~even~~seafood, ~~throw~~would ~~objects~~adversely ataffect our ~~them~~operating results. AAlternatively, ~~user~~in ~~can~~the ~~post~~event aof ~~friend’s~~cost ~~picture~~increases ~~and~~or ~~then~~decrease ~~throw~~of ~~object,~~availability ~~such~~with ~~as,~~respect ~~virtual~~to ~~baseballs,~~one ~~sticks~~or ~~and~~more ~~weights,~~of atour ~~the~~key ingredients, ~~picture.~~we ~~Slap~~may achoose ~~Friend~~to istemporarily ~~available~~suspend ~~either~~including assuch aingredients ~~free~~in ~~advertising~~our ~~version~~recipes, ~~monetized~~rather ~~through~~than ~~Cubics.com~~paying orthe asincreased acost ~~paid~~for the ~~version~~ingredients. ~~for~~Any ~~sale~~such ~~for~~changes ~~$0.99~~to ~~through~~our ~~the~~available ~~Apple~~recipes ~~ITunes~~could ~~store~~materially ~~for~~adversely ~~use~~affect onour ~~the~~business, ~~iPhone~~financial condition and ~~iPad~~operating results.

~~(Picture~~Any offailure ~~the~~to ~~Box~~adequately ~~Arena~~store, inmaintain and ~~Slap~~deliver aquality ~~Friend. The~~perishable ~~items~~foods atcould ~~the~~materially ~~bottom~~adversely ~~picture~~affect ~~depict~~our abusiness, ~~few~~financial ofcondition ~~the~~and ~~ways~~operating ~~you can ‘slap your friend’~~results. ~~The face of the character can be user customized with a facial shot of one of their friends.)~~

~~Agreement~~Our ability to adequately store, maintain and deliver quality perishable foods is critical to our business. We store food products, which are highly perishable, in refrigerated fulfillment centers and ship them to our customers inside boxes that are insulated with ~~Apple~~thermal or corrugate liners and frozen refrigerants to ~~Download~~maintain appropriate ~~Applications~~temperatures in transit. Keeping our food products at specific temperatures maintains freshness and enhances food safety. In the event of extended power outages, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in our fulfillment centers or third party delivery trucks, failure to use adequate packaging to maintain appropriate temperatures, or other circumstances both within and beyond our control, our inability to store highly perishable inventory at specific temperatures could result in significant product inventory losses as well as increased risk of food-borne illnesses and other food safety risks. Improper handling or storage of food by a customer—without any fault by us—could result in food-borne illnesses, which could nonetheless result in negative publicity and harm to our brand and reputation. Further, we contract with third parties to conduct certain fulfillment processes and operations on our behalf. Any failure by such third party to transport perishable foods within reasonable time could negatively impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, financial condition and operating results.

We have an agreement with Apple to provide our applications to its users for download to iTunes, iPhones and other Apple products. In connection with the Agreement, Apple is entitled to 30% of any revenue generated for each application or program that is downloaded to an Apple device by an Apple user. Currently, we offer three products through the Apple Agreement: (i) Slap-A-Friend; (ii) Angry T*rds and (iii) Bed Bug Alert. A copy of the Apple Agreement is attached hereto as Exhibit 10.3.

Patents and Trademarks

In June 2010, we filed a trademark application for My Mad Millions with the United States Patent & Trademark Office under Class 9 (interactive games) and Class 41 (entertainment services).

In January 2011, we filed a trademark application for Angry T*rds with the United States Patent & Trademark Office under Class 9 (interactive games).

We have a patent pending for a method and apparatus for gaming reward platforms. The patent was filed on September 22, 2010.

We have not filed any other patents or trademarks but may, in the future, determine it is advisable to file trademarks for our other interactive, online applications and games.

~~Outstanding~~Even ~~Debt~~inadvertent, ~~Obligations~~non-negligent or unknowing violations of federal, state or local regulatory requirements could expose us to adverse governmental action and materially adversely affect our business, financial condition and operating results.

OnThe ~~June~~Federal 28Food, ~~2011~~Drug, weand ~~issued~~Cosmetic ~~promissory~~Act ~~notes~~(“FDCA”), which togoverns ~~two~~the ~~investors~~shipment of foods in ~~the~~interstate ~~amount~~commerce, generally does not distinguish between intentional and unknowing, non-negligent violations of ~~$20~~the law’s requirements. Most state and local laws operate similarly. Consequently,~~000~~ almost any deviation from subjective or objective requirements of the FDCA or state or local law leaves us vulnerable to a variety of civil and criminal penalties. ~~The~~In ~~notes~~the future, ~~are~~we ~~due~~may ondeploy ~~December~~new 28equipment, ~~2011~~update our facilities or ~~upon~~occupy new facilities. These activities require us to adjust our operations and regulatory compliance systems to meet rapidly changing conditions. Although we have adopted and implemented systems to prevent the production ~~closing~~of unsafe or mislabeled products, any failure of athose ~~financing~~systems into prevent or anticipate an ~~amount~~instance ~~greater~~or ~~than~~category ~~$250~~of deficiency could result in significant business interruption and financial losses to us. The occurrence of events that are difficult to prevent completely,~~000~~ such as the introduction of pathogenic organisms from the outside environment into our facilities, also may result in the failure of our products to meet legal standards. Under these conditions we could be exposed to civil and criminal regulatory action.

~~Employees~~In some instances, we may be responsible or held liable for the activities and compliance of our third party vendors and suppliers, despite limited visibility into their operations. Although we monitor and carefully select our third-party vendors and suppliers, they may fail to adhere to regulatory standards, our safety and quality standards or labor and employment practices, and we may fail to identify deficiencies or violations on a timely basis or at all. In addition, a statute in California called the Transparency in Supply Chains Act of 2010 requires us to audit our suppliers with respect to certain risks related to slavery and human trafficking and to mitigate any such risks in our operations, and any failure to disclose issues or other non-compliance could subject us to action by the California Attorney General.

AsWe ofcannot ~~July~~assure ~~15,~~you ~~2011,~~that ~~our~~we ~~employees~~will ~~solely~~always ~~consist~~be ofin full ~~our~~compliance ~~Chief~~with ~~Executive~~all ~~Officer~~applicable laws and ~~Chief~~regulations ~~Financial~~or ~~Officer.~~that ~~Previously,~~ we ~~had~~will ~~employed~~be ~~four~~able ~~individual~~to ~~programmers.~~comply ~~However,~~with ~~due~~any tofuture ~~cash~~laws ~~constraints~~and weregulations. ~~have had~~ Failure to ~~let~~comply ~~them~~with ~~go.~~these ~~Our~~laws ~~current~~and ~~programs~~regulations ~~are~~could ~~being~~materially ~~maintained~~adversely byaffect our ~~CEO and CFO~~business, ~~however,~~financial nocondition ~~new games can be developed unless~~ and ~~until~~operating ~~we hire additional developers~~results.

~~DESCRIPTION~~Packaging, OFlabeling ~~PROPERTY~~and advertising requirements are subject to varied interpretation and selective enforcement.

~~Our~~We ~~principal~~operate ~~executive~~under ~~office~~a isnovel ~~located~~business atmodel ~~157~~in ~~Broad~~which we ~~Street~~source, ~~Suite~~process, ~~109~~store and package fully prepared meals and ship them directly to consumers. Most FDA requirements for mandatory food labeling are decades old and were adopted prior to the advent of large-Cscale, ~~Red~~direct-to-consumer ~~Bank,~~food ~~New~~sales ~~Jersey~~and ~~07701~~e-commerce platforms. Consequently, ~~and~~we, like our ~~telephone~~competitors, ~~number~~must ismake ~~(732)~~judgments ~~530-1267. Our~~regarding ~~lease~~how ~~terminated~~best onto ~~May~~comply ~~31,~~with ~~2011~~labeling and wepackaging ~~have~~regulations and industry practices not ~~renewed~~designed ~~the~~with ~~lease~~our specific business model in mind. WeGovernment ~~continue,~~regulators ~~however~~may disagree with these judgments, leaving us open to ~~occupy~~civil ~~the~~or ~~office~~criminal ~~space~~enforcement ~~but~~action. doThis ~~not~~could ~~pay~~materially ~~any~~adversely ~~monthly~~affect ~~lease~~our ~~payments~~business, financial condition and operating results.

~~LEGAL~~We ~~PROCEEDINGS~~are subject to detailed and complex requirements for how our products may be labeled and advertised, which may also be supplemented by guidance from governmental agencies. Generally speaking, these requirements divide information into mandatory information that we must present to consumers and voluntary information that we may present to consumers. Packaging, labeling, disclosure and advertising regulations may describe what mandatory information must be provided to consumers, where and how that information is to be displayed physically on our materials or elsewhere, the terms, words or phrases in which it must be disclosed, and the penalties for non-compliance.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operations

The Company has commenced limited operations and will require outside capital to implement its business model.

The Company creates innovative social games and mobile application that let you play together with real-world friends and family using the infrastructure built by social and wireless networks. Our cross-platform gaming and mobile applications allow users to play and interact with the same people such user would play cards, board games or go bowling within the real world, regardless of the network they are on. Our Social Gaming and Mobile App technology allows users and players to reach across the different networks into a virtual application or gaming environment. Additionally, we have developed unique player incentive platforms that allow users to share in the success of the game or application. Currently we are developing our platform for Facebook, MySpace, iPhone and Android.

Limited Operating History

The Company has generated no independent financial history and has not previously demonstrated that it will be able to expand its business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Critical Accounting Policies and Estimates

While our significant accounting policies are more fully described in Note 1 to our financial statements for the year ended December 31, 2010, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

~~Software~~Voluntary ~~development~~statements ~~costs~~made by us or by certain third parties, whether on package labels or labeling, on websites, in print, in radio, on social media channels, or on television, can be subject to FDA regulation, FTC regulation, USDA regulation, state and local regulation, or any combination of the foregoing. These statements may be subject to specific requirements, subjective regulatory evaluation, and legal challenges by plaintiffs. FDA, FTC, USDA and state- and local-level regulations and guidance can be confusing and subject to conflicting interpretations. Guidelines, standards and market practice for, and consumers’ understandings of, certain types of voluntary statements, such as those characterizing the nutritional and other attributes of food products, continue to evolve rapidly, and regulators may attempt to impose civil or criminal penalties against us if they disagree with our approach to using voluntary statements. Furthermore, in recent years the FDA has increased enforcement of its regulations with respect to nutritional, health and other claims related to food products, and plaintiffs have commenced legal actions against a number of companies that market food products positioned as “natural” or “healthy,” asserting false, misleading and deceptive advertising and labeling claims, including claims related to such food being “all natural” or that they lack any genetically modified ingredients. Should we become subject to similar claims or actions, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded, and the cost of defending against any such claims could be significant. The occurrence of any of the foregoing risks could materially adversely affect our business, financial condition and operating results.

~~Costs~~Our ~~incurred~~industries ~~in connection with the development of software products~~ are ~~accounted~~highly ~~for~~competitive. inIf any ~~accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs~~ of ~~Software~~our tocompetitors ~~Be Sold, Leased~~ or ~~Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after~~ a ~~product~~new isentrant ~~determined~~into ~~to be technologically feasible and is in~~ the ~~process of being developed for~~ market. ~~Amortization~~with ofsignificant ~~capitalized~~resources ~~software~~has ~~development~~products ~~costs~~similar begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impairedours, ~~the~~our ~~impairment~~business tocould be significantly ~~recognized is the excess of the carrying amount over the fair value of the software asset~~affected. ~~We have not capitalized any software development costs.~~

~~Impairment~~Competition is intense in the meal delivery services industry and the beverage industry and we must remain competitive in the areas of ~~long-lived~~program ~~assets~~efficacy, price, taste, customer service and brand recognition. Some of our competitors are significantly larger than we are and have substantially greater resources. Our business could be adversely affected if someone with significant resources decided to imitate our services or products. Any increased competition from new entrants into our segments’ industry or any increased success by existing competition could result in reductions in our sales or prices, or both, which could have an adverse effect on our business and results of operations.

InIf ~~accordance with ASC Topic 360,~~ we ~~review~~do ~~long-lived~~not ~~assets~~continue ~~for~~to ~~impairment~~receive ~~whenever~~referrals from ~~events~~existing orcustomers, ~~changes~~our incustomer ~~circumstances~~acquisition ~~indicate~~cost ~~that the carrying amount of the assets~~ may ~~not be fully recoverable, or at least annually~~increase. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

~~Revenue~~We ~~recognition~~rely on word-of-mouth advertising for a portion of our customers. If our brands suffer or the number of customers acquired through referrals drops due to other circumstances, our costs associated with acquiring new customers and generating revenue will increase, which will, in turn, have an adverse effect on our profitability.

WeChanges recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. For all revenue sources discussed below, in ~~accordance~~customer ~~with ASC~~preferences ~~605-45~~could ~~“Principal~~negatively impact ~~Agent~~our ~~Considerations”,~~operating ~~we recognize revenue net of amounts retained by third party entities pursuant to revenue sharing agreements~~results. ~~Our specific revenue recognition policies are as follows:~~

WeOur ~~recognize~~programs ~~revenue~~feature ~~from~~gourmet ~~the~~online ~~sale~~meal ofdelivery service selections, ~~its~~which ~~social~~we ~~games~~believe offer convenience and ~~mobile~~value ~~applications~~to ~~(“Apps”)~~our ~~when~~customers. ~~the~~Our ~~App~~continued issuccess ~~sold~~depends, ~~and~~to ~~downloaded~~a bylarge degree, upon the continued popularity of our programs versus various other food services. Changes in customer tastes and ~~collection~~preferences isaway ~~reasonably~~from our ~~assured~~ready-to-go food, and any failure to provide innovative responses to these changes, may have a materially adverse impact on our business, financial condition, operating results and cash flows.

WeOur ~~recognize~~success ~~revenues~~is ~~from~~also dependent on our food innovation including maintaining a robust array of food items and improving the ~~placement~~quality of ~~banner~~existing ~~ads~~items. onIf ~~its~~we ~~social~~do ~~games~~not ~~and~~continually ~~mobile~~expand ~~applications~~our ~~upon~~food items ~~placement~~or ofprovide ~~the~~customers ~~banner~~with items that are desirable in taste and ~~when~~quality, ~~collection~~our isbusiness ~~reasonably~~could ~~assured~~be adversely impacted.

~~Some~~The ofindustry ~~our~~in ~~social~~which ~~games~~we ~~contain~~operate ais ~~virtual~~subject to ~~currency~~governmental orregulation ~~point systems~~ that ~~allow~~could ~~users to~~ increase ~~their~~in ~~game~~severity ~~playing levels~~ and ~~gain~~hurt ~~special~~results privileges. Users collect points by moving through the levels, buying them or by completing offers from third-party advertisers that convert into points or virtual currency. When a user completes an offer for one of ~~our third-party advertisers, the advertiser pays the Company a commission~~operations. The commission is recognized as revenue upon completion of the offer and the receipt by the Company of an electronic confirmation from the advertiser and when collection is reasonably assured. We recognize revenues from the sale of virtual currency to users upon the delivery of the virtual currency to the users account and when collection is reasonably assured.

~~Stock-based~~The ~~compensation~~industry in which we operate is subject to federal, state and other governmental regulation. Certain federal and state agencies, such as the FTC, regulate and enforce such laws relating to advertising, disclosures to customers, privacy, customer pricing and billing arrangements and other customer protection matters. A determination by a federal or state agency, or a court, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity and restrictions on our business operations.

We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

Recent Accounting Pronouncements

In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements.” This ASU establishes the accounting and reporting guidance for arrangements including multiple revenue-generating activities. This ASU provides amendments to the criteria for separating deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments in this ASU also establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also required to provide information about a vendor’s multiple-deliverable revenue arrangements, including information about the nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in this ASU are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early application is permitted. The adoption of this new ASU is not expected to have any material impact on our financial statements.

InOther ~~October~~aspects ~~2009,~~of the ~~FASB~~industry ~~issued~~in ~~ASU~~which ~~No.~~we ~~2009-14,~~operate are ~~“Certain~~also ~~Revenue~~subject ~~Arrangements~~to ~~That~~government ~~Include Software Elements~~regulation.” ~~This~~For ~~ASU~~example, ~~changes~~ the ~~accounting~~manufacturing, ~~model~~labeling ~~for~~and ~~revenue~~distribution ~~arrangements~~of ~~that~~food ~~include both tangible~~ products ~~and software elements that~~ are ~~“essential~~subject to ~~the~~strict USDA ~~functionality,”~~ and ~~scopes~~FDA ~~these~~requirements ~~products~~and ~~out~~food ofmanufacturers ~~current~~are ~~software~~subject ~~revenue guidance. The new guidance will include factors~~ to ~~help~~rigorous ~~companies~~inspection ~~determine~~and ~~what~~other ~~software~~requirements ~~elements~~of ~~are considered “essential to~~ the ~~functionality.”~~USDA ~~The amendments will now subject software-enabled products to other revenue guidance~~ and ~~disclosure requirements~~FDA, ~~such~~and ascompanies operating ~~guidance~~in ~~surrounding~~foreign ~~revenue~~markets ~~arrangements~~must comply with ~~multiple-deliverables.~~those ~~The~~countries’ ~~amendments~~requirements infor ~~this~~proper ~~ASU~~labeling, ~~are~~controls ~~effective~~on ~~prospectively~~hygiene, ~~for~~food ~~revenue~~preparation and ~~arrangements~~other ~~entered~~matters. ~~into~~Additionally, orremedies ~~materially~~available ~~modified~~ in ~~the~~any ~~fiscal~~potential ~~years~~administrative ~~beginning on~~ or ~~after~~regulatory ~~June~~actions ~~15,~~may ~~2010.~~include ~~Early~~product ~~application~~recalls and isrequiring ~~permitted.~~us ~~The~~to ~~adoption~~refund ofamounts ~~this~~paid ~~new~~by ~~ASU~~all isaffected ~~not~~customers ~~expected~~or topay ~~have~~other ~~any~~damages, ~~material~~which ~~impact~~could onbe ~~our financial statements~~substantial.

InLaws ~~November~~and ~~2009,~~regulations ~~the~~directly ~~FASB~~applicable ~~issued~~to ~~an ASU regarding accounting for stock dividends~~communications, operations ~~including~~or ~~distributions~~commerce toover ~~shareholders with components of stock and cash. This ASU clarifies that~~ the ~~stock~~Internet ~~portion~~such ofas athose ~~distribution~~governing tointellectual ~~shareholders~~property, ~~that~~privacy, ~~contains~~libel ~~components~~and oftaxation, ~~cash~~are ~~and~~becoming ~~stock~~more prevalent and ~~allows~~some ~~shareholders~~remain tounsettled. ~~select~~If ~~their~~we ~~preferred~~are ~~form~~required ofto ~~the~~comply ~~distribution (~~with anew ~~limit~~laws onor ~~the~~regulations ~~amount~~or ofnew ~~cash~~interpretations ~~that~~of ~~will~~existing belaws or ~~distributed~~regulations, inor ~~total)~~if ~~should~~we beare ~~considered~~unable ato ~~stock~~comply ~~dividend~~with ~~and~~these ~~included~~laws, inregulations ~~EPS~~or ~~calculations~~interpretations, asour abusiness ~~share issuance.~~could ~~The~~be ~~adoption~~adversely ~~of this guidance did not have a material impact on our financial statements~~affected.

InFuture ~~December~~laws ~~2009~~or regulations, ~~the~~including ~~FASB~~laws ~~issued~~or regulations ~~ASU~~affecting ~~No.~~our ~~2009-17,~~marketing ~~Improvements~~and toadvertising ~~Financial~~practices, ~~Reporting~~relations ~~by Enterprises Involved~~ with ~~Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167~~customers, ~~Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity~~employees, ifservice ~~any~~providers, ~~has~~or aour controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance services and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entitiesproducts, ~~which~~may ~~will enhance the information provided to users of financial statements. The adoption of this ASU did not~~ have aan ~~material~~adverse impact on ~~our financial statements~~us.

~~In January 2010, the FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash.~~ The ~~amendments~~sale ~~in this Update clarify that the stock portion~~ of aingested ~~distribution~~products toinvolves ~~shareholders~~product ~~that~~liability allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and other ~~is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share)~~risks. The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on our financial statements.

InLike ~~January~~other ~~2010,~~distributors ~~the~~of ~~FASB~~products ~~issued~~that ~~ASU~~are ~~No.~~ingested, we ~~2010-02~~face –an ~~Accounting~~inherent ~~and~~risk ~~Reporting~~of ~~for~~exposure ~~Decreases~~to inproduct ~~Ownership~~liability claims if the use of aour ~~Subsidiary~~products –results ain ~~Scope~~illness ~~Clarification~~or injury. The ~~amendments~~foods that we resell in ~~this~~the ~~Update~~U.S. ~~affect~~are ~~accounting~~subject to laws and ~~reporting~~regulations, including those administered by anthe ~~entity~~USDA and FDA that ~~experiences~~establish amanufacturing practices ~~decrease~~and inquality ~~ownership~~standards infor afood ~~subsidiary~~products. ~~that~~Product isliability claims could have a ~~business~~material oradverse ~~nonprofit~~effect ~~activity.~~on ~~The~~our ~~amendments~~business ~~also~~as ~~affect~~existing insurance ~~accounting~~coverage ~~and~~may ~~reporting~~not bybe anadequate. ~~entity~~The ~~that~~successful ~~exchanges~~assertion aor ~~group~~settlement of ~~assets~~an ~~that~~uninsured ~~constitutes~~claim, a ~~business~~significant number of insured claims or ~~nonprofit~~a ~~activity~~claim ~~for~~exceeding anthe ~~equity interest~~limits inof ~~another~~our ~~entity. The~~insurance ~~amendments~~coverage inwould ~~this~~harm ~~update~~us ~~are~~by ~~effective~~adding ~~beginning~~costs into the ~~period~~business ~~that~~and anby ~~entity~~diverting ~~adopts~~the ~~SFAS~~attention of ~~No.~~senior ~~160,~~management ~~“Non-controlling~~from ~~Interests~~the inoperation ~~Financial~~of ~~Statements~~our –business. AnWe ~~Amendment~~may ofalso ~~ARB~~be ~~No.~~subject ~~51.”~~to Ifclaims anthat ~~entity~~our ~~has~~Home ~~previously adopted~~Bistro ~~SFAS~~segment ~~No.~~products ~~160~~contain contaminants, are improperly labeled, include inadequate instructions as ofto ~~the~~use ~~date~~or ~~the~~inadequate ~~amendments~~warnings incovering ~~this~~interactions ~~update~~with ~~are~~other substances. ~~included~~Product inliability ~~the~~litigation, ~~Accounting~~even ~~Standards~~if ~~Codification~~not meritorious, ~~the~~is ~~amendments~~very inexpensive ~~this~~and ~~update~~could ~~are~~also ~~effective~~entail ~~beginning~~adverse inpublicity ~~the~~for ~~first~~us ~~interim~~and adversely oraffect ~~annual~~our ~~reporting~~results ~~period~~of ~~ending~~operations. onIn oraddition, ~~after~~the ~~December~~products 15we distribute, ~~2009.~~or ~~The~~certain ~~amendments~~components inof ~~this~~those ~~update~~products, ~~should~~may be ~~applied~~subject to ~~retrospectively~~product torecalls ~~the~~or ~~first~~other ~~period~~deficiencies. ~~that~~Any annegative ~~entity~~publicity ~~adopted~~associated ~~SFAS~~with ~~No.~~these ~~160.~~actions ~~The~~would ~~adoption~~adversely ofaffect ~~this~~our ~~ASU~~brands ~~did~~and ~~not~~may result ~~have~~in ~~any~~decreased ~~material~~product ~~impact~~sales onand, ~~our~~as ~~financial~~a ~~statements~~result, lower revenue, and profits.

InDisruptions ~~January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 requires additional disclosures about fair value measurements including transfers~~ in ~~and~~our ~~out~~data ~~of Levels 1~~ and ~~2 and a higher level of disaggregation for the different types of financial instruments. For the reconciliation of Level 3 fair value measurements,~~ information systems ~~about~~could ~~purchases,~~harm ~~sales,~~our ~~issuances~~reputation and ~~settlements~~our ~~are~~ability ~~presented~~to ~~separately. This~~run standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of revised Level 3 disclosure requirements which are effective for interim and annual reporting periods beginning after December 15, 2010. Comparative disclosures are not required in the year of adoption. We adopted the provisions of the standard on January 1, 2010, which did not have a material impact on our ~~financial statements~~business.

InWe ~~February~~rely ~~2010,~~extensively ~~the~~on ~~FASB~~data ~~issued~~and ~~ASU~~information ~~2010-09~~systems for our supply chain, ~~Subsequent~~order ~~Events~~processing, ~~(Topic~~fulfillment ~~855):~~operations, ~~Amendments~~financial toreporting, ~~Certain~~human ~~Recognition~~resources and ~~Disclosure~~various ~~Requirements~~other operations, processes and transactions. ~~This~~ ~~amendment~~Furthermore, ~~addresses~~a ~~both~~significant portion of the ~~interaction~~communications between, and storage of ~~the~~personal ~~requirements~~data of, ~~this~~our ~~Topic~~personnel, ~~with~~customers and ~~the~~suppliers ~~SEC’s~~depend ~~reporting~~on ~~requirements~~information technology. Our data and ~~the~~information ~~intended~~systems ~~breadth~~are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches (including breaches of our transaction processing or other systems that could result in the ~~reissuance~~compromise ~~disclosure~~of ~~provision~~confidential ~~related~~customer todata), ~~subsequent~~catastrophic events, ~~(paragraph~~data ~~855~~breaches and usage errors by our employees or third-~~10-50-4)~~party service providers. ~~All~~ ofOur ~~the~~data ~~amendments~~and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties in ~~this~~adapting ~~Update~~these ~~are~~systems ~~effective~~to ~~upon~~changing ~~issuance~~technologies ofor expanding them to meet the ~~final~~future ~~Update~~needs of our business. If our systems are breached, ~~except~~damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations, incur liability to our customers and others or face costly litigation, and our reputation with our customers may be harmed. We also rely on third parties for ~~the~~a ~~use~~majority of ~~the~~our ~~issued~~data ~~date~~and information systems, including for ~~conduit~~third ~~debt~~party hosting ~~obligors.~~and ~~That~~payment ~~amendment~~processing. isIf ~~effective~~these ~~for~~facilities ~~interim~~fail, or ~~annual~~if ~~periods~~they ~~ending~~suffer ~~after~~a ~~June~~security 15breach or interruption or degradation of service, a ~~2010~~significant amount of our data could be lost or compromised and our ability to operate our business and deliver our product offerings could be materially impaired. ~~The~~ ~~adoption~~In addition, various third parties, such as our suppliers and payment processors, also rely heavily on information technology systems, and any failure of ~~this~~these ~~ASU~~systems ~~did~~could ~~not~~also ~~have~~cause anloss ~~important~~of ~~impact~~sales, transactional or other data and significant interruptions to our business. Any material interruption in the data and information technology systems we rely on, including the data or information technology systems of third parties, could materially adversely affect our business, financial ~~statements~~condition and operating results.

~~In March~~Our ~~2010,~~business the FASB issued ASU 2010-11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is ~~permitted~~subject ~~at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. We do not expect the provisions of ASU 2010-11~~ to ~~have~~data ~~a material effect on the financial position~~security risks, ~~results~~including ofsecurity ~~operations or cash flows of the Company~~breaches.

~~In April 2010~~We, ~~the~~or ~~FASB~~our ~~issued~~third-party ~~ASU~~vendors ~~2010-13~~on our behalf, collect, ~~Compensation-Stock~~process, ~~Compensation~~store ~~(Topic~~and ~~718):~~transmit ~~Effect~~substantial amounts of ~~Denominating~~information, ~~the~~including ~~Exercise~~information ~~Price~~about ofour acustomers. ~~Share-Based~~We ~~Payment~~take ~~Award~~steps into protect the ~~Currency~~security and integrity of the ~~Market~~information inwe ~~Which~~collect, ~~the~~process, ~~Underlying~~store ~~Equity~~or ~~Security~~transmit, ~~Trades~~but -there ais ~~consensus~~no ofguarantee ~~the~~that ~~FASB~~inadvertent ~~Emerging~~or ~~Issues~~unauthorized use ~~Task~~or ~~Force. The~~disclosure ~~amendments~~will innot occur or that third parties will not gain unauthorized access to this ~~Update~~information ~~are~~despite ~~effective~~such ~~for~~efforts. ~~fiscal~~Security breaches, ~~years~~computer malware, computer hacking attacks and ~~interim~~other ~~periods~~compromises ~~within~~of ~~those~~information ~~fiscal~~security ~~years,~~measures ~~beginning~~have become more prevalent in the business world and may occur on our systems or ~~after~~those ~~December~~of ~~15,~~our ~~2010~~vendors in the future. ~~Earlier~~ ~~application~~Large isInternet ~~permitted~~companies and websites have from time to time disclosed sophisticated and targeted attacks on portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We doand ~~not~~our ~~expect~~third-party ~~the~~vendors ~~provisions~~are at risk of ~~ASU~~suffering ~~2010-13~~from similar attacks and breaches. Although we take steps to ~~have~~maintain aconfidential ~~material~~and ~~effect~~proprietary information on ~~the~~our ~~financial~~information ~~position~~systems, ~~results~~these measures and technology may not adequately prevent security breaches and we rely on our third-party vendors to take appropriate measures to protect the security and integrity of ~~operations~~the information on those information systems. Because techniques used to obtain unauthorized access to or ~~cash~~to ~~flows~~sabotage information ofsystems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. In addition, a party who is able to illicitly obtain a customer’s identification and password credentials may be able to access the ~~Company~~customer’s account and certain account data.

InAny ~~May~~actual ~~2010~~or suspected security breach or other compromise of our security measures or those of our third party vendors, ~~the~~whether ~~FASB~~as ~~issued~~a ~~ASU~~result ~~2010~~of hacking efforts, denial-19of-service attacks, viruses, ~~Foreign~~malicious ~~Currency~~software, ~~(Topic~~break-ins, ~~830):~~phishing ~~Foreign~~attacks, ~~Currency~~social ~~Issues:~~engineering ~~Multiple~~or ~~Foreign~~otherwise, ~~Currency~~could ~~Exchange~~harm ~~Rates. The~~our ~~amendments~~reputation inand ~~this~~business, ~~Update~~damage our ~~are~~brand ~~effective~~and asmake ofit harder to retain existing customers or acquire new ones, require us to expend significant capital and other resources to address the ~~announcement~~breach, ~~date~~and result in a violation of ~~March~~applicable 18laws, ~~2010.~~regulations ~~The~~or ~~adoption~~other oflegal ~~this~~obligations. ~~update~~Our ~~did~~insurance policies may not ~~have~~be aadequate ~~material~~to ~~effect~~reimburse onus ~~the~~for ~~financial~~direct ~~position,~~losses ~~results~~caused ofby ~~operations~~any such security breach or ~~cash~~indirect ~~flows~~losses ofdue ~~the~~to ~~Company~~resulting customer attrition.

~~Other~~We ~~accounting~~rely ~~standards~~on ~~that~~email ~~have~~and ~~been~~other ~~issued~~messaging orservices to ~~proposed~~connect with our existing and potential customers. Our customers may be targeted by ~~FASB~~parties ~~that~~using dofraudulent ~~not~~spoofing ~~require~~and ~~adoption~~phishing emails ~~until~~to amisappropriate ~~future~~passwords, ~~date~~payment ~~are~~information ~~not~~or ~~expected~~other personal information or to ~~have~~introduce aviruses ~~material~~through ~~impact~~Trojan onhorse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despite our efforts to mitigate the effectiveness of such malicious email campaigns through product improvements, spoofing and phishing may damage our brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial ~~statements~~condition ~~upon~~and ~~adoption~~operating results.

~~Results~~Failure to establish and maintain effective internal controls in accordance with Section 404 of ~~Operations~~the ~~For~~Sarbanes-Oxley ~~The~~Act ~~Fiscal~~could ~~Year~~have ~~Ended~~a ~~December~~material ~~31,~~adverse ~~2010~~effect on our business and stock price.

~~Our~~As ~~business~~a ~~began~~public oncompany, ~~December~~we 17are required to comply with the rules of the SEC implementing Sections 302 and 404 of the Sarbanes-Oxley Act, ~~2009~~which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. ~~Accordingly~~ We are required to disclose changes made in our internal controls and procedures on a quarterly basis and to make annual assessments of our internal control over financial reporting pursuant to Section 404. As an emerging growth company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the date we are no ~~comparisons~~longer ~~exist~~an ~~for~~emerging growth company. At such time, our independent registered public accounting firm, and management, may issue a report that is adverse in the ~~prior~~event ~~period~~it is not satisfied with the level at which our controls are documented, designed or operating.

~~For~~To comply with the ~~period~~requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from ~~December~~other 17matters that are important to the operation of our business. Additionally, ~~2009~~when ~~(inception)~~evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to ~~December~~remediate 31in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, ~~2009~~or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock could be materially adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

For the period from December 17, 2009 (inception), to December 31, 2009, we had $0 in revenue. Expenses for the period totaled $37,377 resulting in a net loss of $37,377. Expenses for the period consisted of $23,420 in stock-based compensation, $13,700 in professional fees of which $200 is stock-based and $257 in general and administrative expenses.

For the Year Ended December 31, 2010

Revenues

For the year ended December 31 2010, we recognized revenues of $22,896 from the sale of games and from advertising of which approximately $ 6,129 or 26.8% was related to revenues generated from Mad Millions, a new social game application.

Operating Expenses

For the year ended December 31, 2010, operating expenses amounted to $586,505 and consisted of the following:

Research and development	$	375,922
Administrative compensation		68,108
Professional fees		56,467
General and administrative		86,008
	$	586,505

· For the year ended December 31, 2010, we incurred research and development expenses of $375,922 which consists primarily of salaries and fees paid to third parties for the development of software and applications. We expect to incur additional research and development expenses in future periods to develop new applications.

· For the year ended December 31, 2010, we incurred administrative compensation of $68,108. We expect administrative compensation to increase as we implement our business plan.

· For the year ended December 31, 2010, we incurred professional fees of $56,467. We expect professional fees to increase substantially as we incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.

· For the year ended December 31, 2010, we incurred general and administrative expenses of $86,008 consisting of computer and internet expenses of $25,079, rent of $9,445 and other administrative expenses.

~~Other~~Risks ~~Income~~Related to an Investment this Offering

~~For~~An ~~the~~active ~~year~~trading ~~ended~~market ~~December~~for ~~31,~~our ~~2010,~~Common Stock wemay ~~recognized~~not ~~interest~~develop ~~income~~and the market price of ~~$811~~our Common Stock could be volatile.

~~Net~~Our ~~Loss~~Common Stock is currently quoted on the OTCPink, one of the OTC Markets Group over-the-counter markets. We have applied to list our Common Stock on The Nasdaq Capital Market under the symbol “HBIS.” No assurance can be given that our application will be approved or that, if approved, an active trading market for our Common Stock will develop or be maintained. If our Common Stock is not approved for listing on The Nasdaq Capital Market, we will not complete this offering. Even if our Common Stock is approved for listing on The Nasdaq Capital Market, an active trading market for our Common Stock may not develop or be sustained. In the absence of an active trading market for our Common Stock, the ability of our stockholders to sell their Common Stock could be limited.

AsThe atrading ~~result~~market offor ~~the factors described above,~~ our ~~net~~Common ~~loss~~Stock ~~for~~in the future ~~year~~could ~~ended~~be ~~December~~subject ~~31,~~to ~~2010~~wide ~~was~~fluctuations ~~$562,798,~~in orresponse ~~$(0.02)~~to ~~per~~several ~~common~~factors, ~~share~~including, ~~(basic~~but ~~and~~not ~~diluted).~~limited to:

~~Results~~● ofactual ~~Operations~~or ~~For~~anticipated ~~the~~variations ~~Three~~in ~~Months~~our ~~Ended~~results ~~March~~of ~~31, 2011 and 2010~~operations;

~~Revenues~~● our ability or inability to generate revenues or profit;

~~For~~● the ~~three~~number ~~months ended March 31, 2011 and 2010, we recognized revenues~~ of ~~$6,107~~shares ~~and~~in ~~$53~~our ~~respectively~~public ~~from~~float; ~~the sale of applications~~ and ~~from advertising. This was an increase of $6,054 was mainly attributable to the sale of applications and advertising revenues related to games that were not yet developed in the 2010 period.~~·

~~Operating~~● ~~Expenses~~increased competition.

~~For~~Furthermore, ~~the~~our ~~three~~stock ~~months~~price ~~ended~~may ~~March~~be ~~31,~~impacted ~~2011~~by factors ~~and~~that ~~2010,~~are ~~operating~~unrelated ~~expenses~~or ~~amounted~~disproportionate to ~~$106~~our operating performance. These market fluctuations,~~117~~ as well as general economic, political and ~~$59~~market conditions,~~376~~ ~~respectively~~such as recessions, ~~and~~interest ~~consisted~~rates ofor international currency fluctuations may adversely affect the ~~following:~~market price of our Common Stock

	March 31, 2011		March 31, 2010
Research and development	$	36,177	$	43,767
Administrative compensation		7,000		10,100
Professional fees		47,342		325
General and administrative		15,598		5,184
	$	106,117	$	59,376

Our CEO has significant voting power and may take actions that may not be in the best interests of our other stockholders.

·Stockholders ~~For~~have ~~the~~limited ~~three~~ability ~~months~~to ~~ended~~exercise control ~~March~~over ~~31,~~the ~~2011~~Company’s ~~and~~daily ~~2010,~~business weaffairs ~~incurred research~~ and ~~development~~implement ~~expenses~~changes ofin ~~$36,177~~its ~~and~~policies ~~$43,767~~because ~~respectively,~~management ~~which~~beneficially ~~consists~~owns ~~primarily~~a majority of ~~salaries~~the ~~and~~current ~~fees~~shares ~~paid~~of toCommon ~~third~~Stock. ~~parties~~As ~~for~~of September 6, 2022, the ~~development~~Company’s ofChief ~~software~~Executive ~~and~~Officer, ~~applications~~Mr. ~~Due~~Zalmi toDuchman abeneficially owns ~~lack~~approximately 19.7% of ~~working~~the ~~capital,~~outstanding weCommon ~~reduced~~Stock. ~~the~~(See ~~number~~“Security Ownership of ~~research~~Management ~~and~~& ~~development~~Certain ~~personnel~~Security Holders”). As Indirectors ~~May~~and ~~2011~~officers of the Company, wethe ~~temporarily~~Company’s ~~ceased~~management ~~our~~team ~~research~~has a fiduciary duty to the Company and ~~development~~must ~~activities~~act ~~until~~in wegood faith ~~generate~~in ~~sufficient~~the ~~revenues~~manner ~~from~~it ~~our~~reasonably ~~current~~believes ~~portfolio~~to ofbe ~~products~~in orthe webest ~~are~~interest ~~able~~of toits ~~raise~~stockholders. ~~additional~~As ~~working~~stockholders, ~~capital~~the ~~funds~~management ~~from~~team ~~debt~~is orentitled to ~~equity~~vote ~~financing~~its orshares ~~loans.~~in Atits ~~such~~own ~~time~~interest, wewhich ~~will~~may ~~resume~~not ~~our~~always ~~research~~be &in ~~development~~the ~~activities~~best tointerest ~~develop~~of ~~new~~the ~~applications~~stockholders.

· For the three months ended March 31, 2011 and 2010, we incurred administrative compensation of $7,000 and $10,100 respectively. We have reduced administrative staff due to the lack of working capital.

· For the three months ended March 31, 2011 and 2010, we incurred professional fees of $47,382 and $325 respectively. We expect professional fees to increase as we incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.

· For the three months ended March 31, 2011 and 2010, we incurred general and administrative expenses of $15,598 and $5,184 respectively, consisting of computer and internet expenses of $4,032 and $274, and rent of $3,300 and $1,000, respectively, and other administrative expenses. We will continue to reduce our general and administrative expenses because of our lack of working capital until we are able to raise additional funds, at such time we will resume the implementation of our business plan.

Other Income

For the three months ended March 31, 2011 and 2010, we recognized interest income of $33 and $102 respectively.

Net Loss

As a result of the factors described above, our net loss for the three months ended March 31, 2011 and 2010 was $99,977 and $59,221 respectively, or $0.00 and $0.00 per common share (basic and diluted), respectively.

~~Liquidity~~If ~~and~~we are not able to comply with the applicable continued listing requirements or standards of the Nasdaq Capital ~~Resources~~Market, Nasdaq could delist our Common Stock.

~~Liquidity~~ We ishave applied to have our Common Stock listed on The Nasdaq Capital Market under the ~~ability~~symbol of“HBIS.” aAlthough ~~company~~after giving effect to ~~generate~~this ~~funds~~offering we expect to ~~support~~meet the ~~its~~minimum ~~current~~initial ~~and~~listing ~~future~~standards ~~operations~~set forth in the Nasdaq Listing Standards, ~~satisfy~~we ~~its~~cannot ~~obligations~~assure you that our Common Stock will be, ~~and~~or will ~~otherwise~~continue ~~operate~~to be, listed on anThe ~~ongoing~~Nasdaq ~~basis~~Capital Market in the future. ToIn ~~date~~order to maintain that listing, we ~~have~~must ~~funded~~satisfy ~~our~~minimum ~~operations~~financial and ~~through~~other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. We may not be able to comply with the ~~sale~~applicable oflisting standards and Nasdaq could delist our ~~common~~Common ~~stock~~Stock as a result.

~~Our~~We ~~primary~~cannot ~~uses~~assure ofyou ~~cash~~that ~~have~~our ~~been~~Common ~~for~~Stock, ~~salaries~~if delisted ~~and~~from ~~fees~~The ~~paid~~Nasdaq toCapital ~~third~~Market, ~~parties~~will ~~for~~be ~~the~~listed ~~development~~on ofanother ~~our~~national ~~products~~securities exchange. ~~All~~If ~~funds~~our ~~received~~Common ~~have~~Stock ~~been~~is ~~expended~~delisted inby ~~the~~The Nasdaq ~~furtherance~~Capital ofMarket, ~~growing~~our ~~the~~Common ~~business~~Stock ~~and~~would ~~establishing~~likely ~~brand~~trade ~~portfolios.~~on ~~The~~the ~~following~~OTCQB ~~trends~~where ~~are~~an ~~reasonably~~investor ~~likely~~may find it more difficult to ~~result~~sell inour aCommon Stock ~~material~~or ~~decrease~~obtain inaccurate ~~our~~quotations ~~liquidity~~as ~~over~~to the ~~near~~market tovalue ~~long~~of ~~term:~~our Common Stock.

oIf Anour ~~increase~~Common inStock ~~working~~becomes ~~capital~~subject ~~requirements~~ to ~~finance~~the “penny ~~additional~~stock” ~~product development~~rules, it could adversely affect the market price of our Common Stock and increase your transaction costs to sell those shares.

oThe ~~Addition~~SEC has adopted Rule 3a51-1, which establishes the definition of ~~administrative~~a “penny stock” as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If the price if our Common Stock is less than $5.00, our Common Stock will be deemed a penny stock. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~sales~~receive ~~personnel~~(i) asthe purchaser’s written acknowledgment of the ~~business~~receipt ~~grows~~of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” 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.

oOur ~~Increases~~Common inStock ~~advertising,~~prices ~~public~~may ~~relations~~be ~~and~~volatile which ~~sales~~could ~~promotions~~cause ~~for existing and new brands as~~ the ~~company~~value ~~expands~~of ~~within~~an ~~existing~~investment ~~markets~~in orour ~~enters~~Common ~~new~~Stock ~~markets,~~to decline.

o The ~~cost~~market price of ~~being~~our Common Stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our Common Stock. The public ~~company,~~price of our Common Stock may be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

o● ~~Capital~~the ~~expenditures~~number toof ~~add~~shares ~~additional~~of ~~technology.~~our Common Stock publicly owned and available for trading;

~~Our~~● ~~net~~actual ~~revenues~~or ~~are~~anticipated ~~not~~quarterly ~~sufficient~~variations toin ~~fund~~ our ~~operating~~results ~~expenses. At March 31, 2011, we had a cash balance~~ of $37,075 and a working capital of $10,054. Since inception, we raised $692,000 from the sale of common stock to fund our operating expenses, pay our obligations, and grow our company. We currently have no material commitments for capital expenditures. We need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations~~. We~~ estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital, we presently have no other alternative source of working capital. We do not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2011. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of ~~existing holders of~~ our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to further curtail our marketing and development plans and possibly cease our operations.competitors;

We● ~~anticipate that depending on market conditions and~~ our ~~plan~~actual ofor ~~operations,~~anticipated ~~we may incur~~ operating ~~losses~~performance inand the ~~foreseeable~~operating ~~future.~~performance ~~Therefore,~~of ~~our~~similar ~~independent~~companies ~~registered~~in ~~public accounting firm has raised substantial doubt about~~ our ~~ability to continue as a going concern on their audit opinion for the year ended December 31, 2010.~~industry;

~~Our~~● ~~liquidity~~our ~~may~~announcements beor ~~negatively~~our ~~impacted~~competitors’ byannouncements ~~the~~regarding, significant ~~costs associated with our public company reporting requirements~~contracts, ~~costs associated with newly applicable corporate governance requirements~~acquisitions, ~~including~~or ~~requirements~~strategic under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.investments;

~~Our~~● ~~business~~general ~~plan~~economic ~~within~~conditions 12and ~~months~~their isimpact ~~outlined~~on ~~below:~~the food and beverage markets;

Description	Estimate Cost
Selling and marketing expenses	$	18,000
Research and development activities	$	250,000
Professional fees, including fees associated with becoming a public company	$	75,000
General and administrative	$	130,000
Total	$	473,000

●

the overall performance of the equity markets;

●

threatened or actual litigation;

●

changes in laws or regulations relating to our industry;

●

any major change in our board of directors or management;

●

publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and

●

sales or expected sales of shares of our Common Stock by us, and our officers, directors, and significant stockholders.

In addition, the stock market in general has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results, and financial condition.

~~Selling~~Because ~~and~~we ~~marketing~~are ~~expenses-~~a ~~Sales~~“smaller ~~and~~reporting company,” ~~marketing~~we iswill ~~performed~~not ~~through~~be ~~the~~required ~~placement~~to ofcomply ~~ads~~with oncertain ~~social~~disclosure ~~media~~requirements ~~networks~~that ~~such~~are asapplicable ~~Facebook.~~to Weother ~~estimate~~public ~~that~~companies, and we ~~will~~cannot ~~incur~~be ~~approximately~~certain ~~$18,000~~if in the ~~next~~reduced 12disclosure ~~months~~requirements onapplicable ~~these~~to ~~advertisements~~smaller reporting companies will make our Common Stock less attractive to investors.

~~Research~~We ~~and~~are ~~development~~a ~~activities-~~“smaller Inreporting ~~May 2011~~company,” as wedefined ~~temporarily~~in ~~ceased~~Item ~~our~~10(f)(1) ~~research~~of ~~and~~Regulation ~~development~~S-K. ~~activities~~As ~~until~~a wesmaller ~~generate~~reporting ~~sufficient~~company, ~~revenues from our current portfolio of products or~~ we are ~~able~~eligible tofor ~~raise~~exemptions ~~additional working capital funds~~ from ~~debt~~various orreporting ~~equity~~requirements applicable ~~financing~~to ~~or loans. We have reduced our~~ other ~~research~~public ~~and~~companies ~~development~~that ~~costs~~are ~~which~~not ~~presently~~smaller ~~only~~reporting ~~consist~~companies, ofincluding, ~~hosting~~but ~~fees~~not ~~and~~limited ~~server maintenance~~ to ~~approximately $1,000 per month.~~:

~~Professional~~● ~~fees,~~Reduced ~~including~~disclosure ~~fees~~obligations ~~associated~~regarding ~~with~~executive ~~becoming~~compensation ain ~~public~~our ~~company~~periodic –reports, ~~Primarily~~proxy ~~includes~~statements ~~professional~~and ~~fees~~registration ~~associated with becoming a public company as summarized as follows:~~statements;

	Amount
Auditing fees	$	40,000
Legal fees		30,000
Other professional fees		5,000
Total	$	75,000

●

Not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and

~~General~~● ~~and~~Reduced ~~administrative~~disclosure –obligations ~~Over~~for ~~the~~our ~~next~~annual 12and ~~months~~quarterly reports, weproxy ~~estimate~~statements ~~that we will incur general~~ and ~~administrative~~registration ~~expenses as follows:~~statements.

	Amount
Administrative salaries and benefits	$	125,000
Other		5,000
Total	$	130,000

We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public common equity float or public float of more than $700 million. We also would not be eligible for status as smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

AsWe ofdo ~~July~~not ~~15,~~expect ~~2011,~~to wepay ~~have~~any a cash ~~balance~~dividends to ofthe ~~approximately~~holders ~~$21,569. Accordingly, we will need additional cash~~ of ~~$391,431 to continue~~ the ~~implementation~~Common ~~our~~Stock ~~business~~in ~~plan over~~ the ~~next~~foreseeable 12future ~~months~~and ~~assuming~~the weavailability ~~collect~~and ~~expected~~timing ~~sales~~ of ~~$60,000.~~future ~~Based~~cash ~~on our projected monthly working capital needs~~dividends, weif ~~have approximately three months of working capital remaining. We have scaled back our operations~~any, ~~and~~is ~~have reduced our monthly operating expenses from $40,000 per month to under $5,000 per month~~uncertain. ~~It will be unlikely that we will be able to pursue our overall business plan without raising additional working capital.~~

~~Operating~~We ~~activities~~expect to use cash flow from future operations to support the growth of our business and do not expect to declare or pay any cash dividends on our Common Stock in the foreseeable future. Our board of directors will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, our directors will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenants, prohibitions or limitations with respect to dividends, applicable law, general operational requirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commence the payment of dividends, we may be unable to pay, maintain or increase dividends over time. Therefore, you may not be able to realize any return on your investment in our Common Stock for an extended period of time, if at all.

~~For~~Future ~~the~~sales ~~year~~of ~~ended December 31, 2010, net cash flows used in operating activities amounted to $564,779 and was primarily attributable to~~ our ~~net~~Common ~~losses of $562~~Stock,~~798,~~ ~~offset~~or by the perception ~~add~~that ~~back of non-cash items~~ such assales ~~depreciation~~may ~~expense of $1~~occur,~~045~~ ~~and~~may ~~changes~~depress inour ~~operating~~share ~~assets and liabilities of $(3~~price,~~026).~~ ~~For the period from December 17, 2009 (inception) to December 31, 2009, net cash flows provided by operating activities amounted to $1,000~~ and ~~was~~any ~~primarily~~additional ~~attributable~~capital tothrough ~~our net losses of $37,377, offset by~~ the ~~add~~sale ~~back~~ of ~~non-cash~~equity ~~items~~or ~~such~~convertible securities asmay ~~stock~~dilute ~~based~~your ~~compensation~~ownership ~~and fees of $23,620 and changes~~ in ~~operating assets and liabilities of $14,757~~us.

~~For~~We ~~the~~may ~~three months ended March 31, 2011 and 2010, net cash flows used~~ in ~~operating~~the ~~activities~~future ~~amounted~~issue toour ~~$84,351~~previously authorized and ~~$73,209~~unissued ~~respectively~~securities. ~~For~~We ~~the~~are ~~three~~authorized ~~months~~to ~~ended~~issue ~~March 31~~1, ~~2011~~000, ~~net cash used in operations of $84~~000,~~351~~000 ~~and~~shares ~~was primarily attributable to our net losses~~ of ~~$99,977~~Common ~~offset~~Stock ~~by the add back of non-cash items such as depreciation expense of $336~~ and ~~changes in operating assets and liabilities of $15~~20,~~290. For the three months ended March 31~~000,000 ~~2010,~~shares ~~net~~of ~~cash~~preferred ~~used~~stock inwith such ~~operations of $73~~designations,~~209~~ preferences and ~~was~~rights ~~primarily~~as ~~attributable~~determined toby our ~~net~~board ~~losses~~ of ~~$59,221~~directors. ~~offset~~The bypotential ~~the~~issuance ~~add back~~ of ~~non-cash items~~ such asadditional ~~depreciation~~shares ~~expense~~ of Common ~~$122~~Stock ~~and~~will ~~changes~~result in ~~operating~~the ~~assets~~dilution ~~and liabilities~~ of ~~$(14,110). For~~ the ~~period~~ownership ~~from~~interests ~~December 17, 2009 (inception) to March 31, 2011, net cash flows used in operating activities amounted to $648,130 and was primarily attributable to our net losses~~ of ~~$700,152, offset by~~ the ~~add~~holders ~~back~~ of ~~non-cash~~our ~~items~~Common ~~such~~Stock asand ~~stock~~may ~~based~~create ~~compensation~~downward ~~and~~pressure on ~~fees~~the oftrading ~~$23~~price,~~620~~ ~~and~~if ~~changes~~any, inof ~~operating~~our ~~assets~~Common ~~and liabilities of $27,021~~Stock.

Investing activities

For the year ended December 31, 2010 and for the period from December 17, 2009 (inception) to December 31, 2009, net cash used in investing activities was $5,895 and $900, respectively, and represented the purchase of property and equipment.

For the three months ended March 31, 2011 and 2010 and for the period from December 17, 2009 (inception) to March 31, 2011, net cash used in investing activities were $0, $3,266 and $6,795, respectively, and represented the purchase of property and equipment.

~~Financing~~The ~~activities~~exercise, conversion or exchange of convertible securities, including for other securities, will dilute the percentage ownership of our stockholders. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may be expected to exercise or convert such securities at a time when we would be able to obtain additional equity capital on terms more favorable than such securities or when our Common Stock is trading at a price higher than the exercise or conversion price of the securities. The exercise or conversion of outstanding securities will have a dilutive effect on the securities held by our stockholders. We have in the past, and may in the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by other stockholders not participating in such exchange.

~~For~~We ~~the~~may ~~year~~issue ~~ended~~preferred December 31, 2010 and for the period from December 17, 2009 (inception) to December 31, 2009, net cash flows provided by financing activities was $652,000 and $40,000, respectively. For the year ended December 31, 2010, we received proceeds from sale of common stock ofwhose ~~$670,600~~terms could ~~and~~adversely ~~returned~~affect ~~subscription proceeds of $18,600 to investors. During~~ the ~~period~~voting ~~from~~power ~~December~~or ~~17,~~value ~~2009 (inception) to December 31, 2009, we received proceeds from sale~~ of ~~common~~our ~~stock~~Common ~~of $21,400 and received subscription proceeds of $18,600 which was recorded as a liability~~Stock.

~~For~~Our ~~the~~certificate ~~three~~of ~~months~~incorporation ~~ended~~authorizes ~~March~~us to 31issue, ~~2011~~without ~~and~~the ~~2010~~approval ~~and~~of ~~for~~our ~~the~~stockholders, ~~period~~one ~~from~~or ~~December~~more ~~17,~~classes ~~2009~~or ~~(inception)~~series toof ~~March~~preferred 31stock having such designations, ~~2011~~preferences, limitations, ~~net~~and ~~cash~~relative ~~flows~~rights, ~~provided~~including bypreferences ~~financing~~over ~~activities~~our ~~was~~Common ~~$0,~~Stock ~~$250,000~~with respect to dividends and ~~$692~~distributions,~~000,~~ ~~respectively~~as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Common Stock. For example, ~~consisting~~we might grant holders of preferred stock the ~~receipt~~right to elect some number of ~~proceeds~~our ~~from~~directors ~~sale~~in all events or on the happening of ~~common~~specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the value of the Common Stock.

~~Contractual~~We ~~Obligations~~will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

WeAs ~~have~~a nopublic ~~other~~company, ~~fixed~~we ~~contractual~~incur ~~obligations~~significant legal, accounting and ~~commitments~~other expenses that ~~include~~we ~~future~~did ~~estimated~~not ~~payments~~incur as a private company. ~~Changes~~In inaddition, ~~our~~the ~~business~~Sarbanes-Oxley ~~needs~~Act of 2002 and rules subsequently implemented by the SEC, impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other ~~factors~~personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly, particularly after we are no longer a smaller reporting company. For example, we expect that these rules and regulations may ~~result~~make init ~~actual~~more ~~payments~~difficult ~~differing~~and ~~from~~more ~~the~~expensive ~~estimates~~for us to obtain director and officer liability insurance.

~~Off-Balance~~Pursuant ~~Sheet~~to ~~Arrangements~~Section 404, we will be required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

We ~~have~~will nocontinue ~~off-balance~~to ~~sheet~~incur ~~arrangements~~significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our stockholders.

~~DIRECTORS~~Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, ~~EXECUTIVE~~these ~~OFFICERS~~rules ~~AND~~and ~~CORPORATE~~regulations, ~~GOVERNANCE~~which are necessary to remain as a public reporting company, will be costly because external third-party consultant(s), attorneys, or other firms may have to assist us in following the applicable rules and regulations for each filing on behalf of the Company.

The following table sets forth the name and age of officers and director as of July 15, 2011. Our Executive officer is elected annually by our Board of Director. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

Name	Age	Position
Adam M. Kotkin	32	Chief Executive Officer and Director
Adam Wasserman	46	Chief Financial Officer

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Adam M. Kotkin, Chief Executive Officer and Director

Mr. Kotkin is the Chief Executive Officer of Apps Genius. His experience includes serving as the Chief Operating Officer and Board Member of PeopleString Corporation from January 2009 to the present and Chief Operating Officer, Board Member and Co-founder of BigString Corporation (OTCBB-BSGC), an online messaging company, from October 2003 to November 2010. Mr. Kotkin still remains as a board member of BigString Corporation. Past experiences include serving as the business manager for InsuranceGenie.com, an online insurance agency, and serving as business developer and sales manager at LiveInsurance.com from March 1999 until December 2000. Mr. Kotkin graduated with distinction from New York University with a BA in Economics.

Adam Wasserman, Chief Financial Officer

Mr. Wasserman is the Chief Financial Officer of Apps Genius. Since November 1999, Mr. Wasserman has been CEO of CFO Oncall, Inc., a Weston, Florida based provider of consultant accounting services specializing in financial reporting, budgeting and planning, mergers and acquisitions, audit preparation services, accounting, automated systems, banking relations and internal controls. Mr. Wasserman has served as the chief financial officer of Transax International Limited since May 2005, chief financial officer of Oriental Dragon Corp, (formerly Emerald Acquisition Corp) since June 2010, and as the vice president of financial reporting of China Wind Systems, Inc., both clients of CFO Oncall, Inc. Mr. Wasserman currently serves as a member of the boards of directors for China Direct Industries, Inc. (NasdaqGM: CDII) and Bohia Pharmaceuticals Group, Inc. (OTCBB: BOPH) since January 2010 and July 2010, respectively. Mr. Wasserman has also served as the chief financial officer of Relationserve, Inc. (August 2005 to June 2006), Lotus Pharmaceuticals Inc. (October 2006 until April 2009), Explorations Group Inc. (January 2002 until December 2005), and Jiangbao Pharmaceuticals, Inc. (formerly Genesis Pharmaceuticals Enterprises, Inc.) (October 2001 until October 2007), all client companies of CFO Oncall, Inc. From June 1991 to November 1999, he was Senior Audit Manager at American Express Tax and Business Services, in Fort Lauderdale, Florida where his responsibilities included supervising, training and evaluating senior staff members, work paper review, auditing, maintaining positive client relations, preparation of tax returns and preparation of financial statements and the related footnotes. From September 1986 to May 1991, he was employed by Deloitte & Touche, LLP. During his employment, his significant assignments included audits of public (SEC reporting) and private companies, tax preparation and planning, management consulting, systems design, staff instruction, and recruiting. Mr. Wasserman holds a Bachelor of Science from the State University of New York at Albany. He is a member of The American Institute of Certified Public Accountants and is the treasurer and an executive board member of Gold Coast Venture Capital Association.

~~Term~~We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and directors have limited experience as an officer or director of ~~Office~~a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.

~~Our~~Moreover, ~~directors~~if we are ~~appointed~~not ~~for~~able ~~a one-year term~~ to ~~hold~~comply ~~office~~with ~~until~~ the requirements ~~next~~or ~~annual~~regulations ~~general~~as ~~meeting~~a ofpublic ~~our~~reporting ~~shareholders~~company orin ~~until~~any ~~removed~~regard, ~~from~~we ~~office~~could inbe ~~accordance~~subject ~~with~~to ~~our~~sanctions ~~bylaws.~~or ~~Our~~investigations ~~officers are appointed~~ by ~~our~~the ~~board~~SEC or ofother ~~directors~~regulatory ~~and~~authorities, ~~hold~~which ~~office~~would ~~until~~require ~~removed~~additional byfinancial ~~the~~and ~~board~~management resources.

~~Director~~Many ~~Qualifications~~of our officers and directors lack significant experience in, and with, the reporting and disclosure obligations of publicly traded companies in the United States.

WeMany ~~believe~~of ~~that~~ our ~~directors~~officers ~~should have the highest professional~~ and ~~personal~~directors ~~ethics~~lack ~~and~~significant experience ~~values~~in, ~~consistent~~and with ~~our~~the ~~longstanding~~reporting ~~values~~ and ~~standards.~~disclosure ~~They~~obligations ~~should~~of ~~have~~publicly-traded ~~broad~~companies, ~~experience~~and atwith ~~the~~serving ~~policy-making~~as ~~level~~an inofficer ~~business~~and or ~~banking.~~director of ~~They~~a ~~should~~publicly betraded ~~committed~~company. toThis ~~enhancing~~lack ~~stockholder~~of ~~value~~experience ~~and~~may ~~should~~impair ~~have~~our ~~sufficient~~ability ~~time~~ to ~~carry~~maintain ~~out~~effective ~~their~~internal ~~duties~~controls ~~and~~over tofinancial ~~provide insight~~ reporting and ~~practical~~disclosure ~~wisdom~~controls ~~based~~and onprocedures, ~~experience.~~which ~~Their~~may ~~service~~result onin ~~other~~material ~~boards~~misstatements ~~of public companies should be limited~~ to aour ~~number~~financial ~~that~~statements ~~permits~~and ~~them,~~an ~~given~~inability ~~their individual circumstances,~~ to ~~perform~~provide accurate ~~responsibly~~financial ~~all~~information ~~director~~to ~~duties~~our ~~for us~~stockholders. ~~Each~~Consequently, ~~director~~our ~~must~~operations, ~~represent~~future ~~the~~earnings ~~interests~~and ofultimate ~~all~~financial ~~stockholders.~~success ~~When~~could suffer ~~considering~~irreparable ~~potential~~harm ~~director~~due ~~candidates,~~to ~~the~~our ~~Board~~officers’ ofand ~~Directors also considers the candidate~~director’s ~~character,~~ultimate ~~judgment,~~lack ~~diversity,~~of ~~age and skills, including financial literacy and~~ experience in ~~the context of~~ our ~~needs~~industry and ~~the~~with ~~needs~~publicly traded ofcompanies ~~the~~and ~~Board~~their ofreporting ~~Directors~~requirements in general.

~~Current~~The ~~Issues~~subscription ~~and~~agreement ~~Future~~for ~~Management~~the ~~Expectations~~purchase of Common Stock from the Company contains an exclusive forum provision, which will limit investors’ ability to litigate any issue that arises in connection with the offering anywhere other than the Federal courts in Nevada.

ToThe ~~date~~subscription agreement states that it shall be governed by the local law of the State of Nevada and the United States, weand dothe parties consent to the exclusive forum of the Federal courts in Nevada for any action deriving from the subscription agreement itself or under the Securities Act of 133 or the Securities Exchange Act of 1934. They will not have anthe ~~audit~~benefit ~~committee~~of ~~financial~~bringing ~~expert~~a ~~serving~~lawsuit onin ~~our~~a ~~audit~~more ~~committee~~favorable jurisdiction or under more favorable law than the local law of the State of Nevada for matters not addressed by the Securities Act or the Securities Exchange Act. Moreover, we cannot provide any certainty as to whether a court would enforce such a provision. In addition, you cannot waive compliance with the federal securities laws and the rules and regulations thereunder as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The combination of both potentially unfavorable forum and the lack of certainty regarding enforceability poses a risk regarding litigation related to the subscription to this Offering and should be considered by each investor before signing the subscription agreement.

~~Code~~Risks ofRelating ~~Ethics~~to the Internet

~~The~~We ~~Company~~are ~~has~~dependent ~~not~~on ~~adopted~~our atelephone, ~~Code~~Internet and ~~of Ethics. The Company has not adopted such a code of ethics because all of~~ management’s ~~efforts~~information ~~have~~systems ~~been~~for ~~directed to maintaining~~ the ~~business~~sales ofand ~~the~~distribution ~~Company. At a later time, a code~~ of ~~ethics~~our ~~may~~potential ~~be adopted by the Board of Directors~~products.

~~EXECUTIVE~~Our ~~COMPENSATION~~success depends, in part, on our ability to provide prompt, accurate and complete service to our customers on a competitive basis and our ability to purchase and promote products, manage inventory, ship products, manage sales and marketing activities and maintain efficient operations through our telephone and proprietary management information system. A significant disruption in our telephone, Internet or management information systems could harm our relations with our customers and the ability to manage our operations. We can offer no assurance that our back-up systems will be sufficient to prevent an interruption in our operations in the event of disruption in our management information systems, and an extended disruption in the management information systems could adversely affect our business, financial condition and results of operations.

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended December 31, 2010.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Totals ($)
Adam M. Kotkin, Chief Executive	2010	$50,000	0	0	0		0	0	0	$50,000
Officer	2009	$0	0	12,300 (a)	0		0	0	0	$12,300
Adam Wasserman, Chief Financial	2010	$7,500	0	0	0		0	0	0	7,500
Officer	2009	$0	0	200 (b)	0		0	0	0	200

(a) Represents 6,150,000 shares issued at a fair value of $0.002 per share.

(b) Represents 100,000 shares issued at a fair value of $0.002 per share.

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from inception through December 31, 2010.

~~Aggregated~~Online ~~Option~~security ~~Exercises~~breaches ~~and~~could ~~Fiscal~~harm ~~Year-End Option Value Table~~our business. ~~There were no stock options exercised during periods ending December 31, 2010 and December 31, 2009 by the executive officers named in the Summary Compensation Table.~~

~~Long~~The secure transmission of confidential information over the Internet is essential to maintain consumer confidence in our website. Substantial or ongoing security breaches of our system or other Internet-~~Term~~based ~~Incentive~~systems ~~Plan~~could ~~(“LTIP”)~~significantly ~~Awards~~harm ~~Table~~our business. ~~There~~Any ~~were~~penetration noof ~~awards~~our ~~made~~network security or other misappropriation of our users’ personal information could subject us to aliability. ~~named~~We ~~executive~~may ~~officers~~be liable for claims based on unauthorized purchases with credit card information, fraud, or misuse of personal information, such as for unauthorized marketing purposes. These claims could result in litigation and financial liability. We rely on licensed encryption and authentication technology to effect secure transmission of confidential information, including credit card numbers. It is possible that advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the ~~last~~technology ~~completed~~we ~~fiscal~~use ~~year~~to ~~under~~protect ~~any~~customer ~~LTIP~~transaction data. We may incur substantial expense to protect against and remedy security breaches and their consequences. A party that is able to circumvent our security systems could steal proprietary information or cause interruptions in our operations. We cannot guarantee that our security measures will prevent security breaches. Any breach resulting in misappropriation of confidential information would have a material adverse effect on our business, financial condition and results of operations.

~~Compensation~~Government ofregulation ~~Directors~~and legal uncertainties relating to the Internet and online commerce could negatively impact our business operations.

~~Directors~~Online ~~are~~commerce ~~permitted~~is torapidly ~~receive~~changing, ~~fixed~~and ~~fees~~ federal and ~~other~~state ~~compensation~~regulation ~~for~~relating ~~their~~to ~~services~~the asInternet ~~directors~~and online commerce is evolving. The ~~Board~~U.S. ofCongress ~~Directors~~ has ~~the~~enacted ~~authority~~Internet tolaws ~~fix~~regarding online privacy, copyrights and taxation. Due to the ~~compensation~~increasing popularity of ~~directors.~~the NoInternet, ~~amounts~~it ~~have~~is ~~been~~possible ~~paid~~that additional laws and regulations may be enacted with respect to the Internet, covering issues such as user privacy, pricing, taxation, content, copyrights, distribution, antitrust and quality of products and services. The adoption or ~~accrued~~modification of laws or regulations applicable to, ~~directors~~the inInternet ~~such~~could ~~capacity~~harm our business operations.

~~Employment~~Changing ~~Agreements~~technology could adversely affect the operation of our website.

~~Currently~~The Internet, weonline docommerce ~~not~~and ~~have~~online anadvertising markets ~~employment~~are ~~agreement~~characterized inby ~~place~~rapidly ~~with~~changing technologies, evolving industry standards, frequent new product and service introductions and changing customer preferences. Our future success will depend on our ~~officer~~ability to adapt to rapidly changing technologies and ~~director~~address its customers’ changing preferences. However, we may experience difficulties that delay or prevent us from being able to do so.

~~SECURITY~~Risks ~~OWNERSHIP~~Related OFto ~~CERTAIN~~our ~~BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~Indebtedness

~~The~~We ~~following~~have ~~table~~debt ~~provides~~which ~~the~~could ~~names~~adversely ~~and~~affect our ~~addresses~~ability ofto ~~each~~raise ~~person~~additional ~~known~~capital to usfund tooperations ~~own~~and ~~more~~prevent ~~than~~us 5%from ofmeeting our ~~outstanding~~obligations ~~shares~~under ~~of common stock as of July 15, 2011, and by the officers and directors, individually and as a group~~outstanding indebtedness. ~~Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.~~

Name	Number of Shares Beneficially Owned			Percent of Class (1)
Adam M. Kotkin 157 Broad Street Suite 109-C Red Bank, NJ 07701		6,150,000			23.88	%
Adam Wasserman 157 Broad Street Suite 109-C Red Bank, NJ 07701		180,000	(4)		*
All Executive Officers and Directors as a group (2 persons)		6,250,000			24.27	%
Gem Funding LLC(2) 41 Owatonna St Haworth, NJ 0764		2,500,000			9.71	%
Darin Myman 112 Oak Glen Road Howell NJ 07731		3,180,500			12.35	%
Robb Knie PO Box 785 Mayn, NJ 07607		2,300,000			8.93	%
FJD Holdings, LLC(3) 2005 Edenfield Place Lakeland, FL 33801		1,475,000			5.73	%

As of October 31, 2021, our total indebtedness was $3,273,966, including total net convertible debt of $580,810, net of $510,438 discount, total advances payable of $101,945 and total notes payable of $306,900. As of October 31, 2021, $2,690,855 and $583,111 of such debt is classified as current and long-term debt, respectively. This debt could have important consequences, including the following: (i) a substantial portion of our cash flow from operations may be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, debt service requirements and general corporate purposes in the future may be limited; (iii) we may face a competitive disadvantage to lesser leveraged competitors; (iv) our debt service requirements could make it more difficult to satisfy other financial obligations; and (v) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

*	less than 1%
(1)	Based on 25,751,400 shares of common stock outstanding as of March 25, 2011
(2)	Corie Schlossberg has voting and control power over the shares held by Gem Funding LLC.
(3)	Frank D’Agostino has voting and control power over the shares held by FJD Holding, LLC.
(4)	Adam Wasserman is the beneficial owner of all 180,000 shares. However, 80,000 of these shares were issued to CFO Oncall. Adam Wasserman is the beneficial owner of CFO Oncall and we have contracted with CFO Oncall to hire Adam Wasserman as our CFO.

Our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond management’s control. If we are unable to generate sufficient cash flow to service our debt or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could impair our liquidity. Any refinancing of indebtedness, if available at all, could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. Despite our significant amount of indebtedness, we may need to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial debt.

~~Auditors;~~USE ~~Code~~OF ~~of Ethics; Financial Expert~~PROCEEDS

We doestimate ~~not~~that ~~have~~the annet ~~audit~~proceeds ~~committee~~from ~~financial~~the ~~expert. We~~sale of dothe ~~not~~shares ~~have~~that anwe ~~audit~~are ~~committee~~offering ~~financial~~will ~~expert~~be ~~because~~approximately we$ (or ~~believe~~approximately $ if the ~~cost~~underwriter ~~related~~exercises its option to ~~retaining~~purchase aadditional ~~financial~~shares ~~expert~~of atCommon ~~this~~Stock ~~time~~from us in full), based on an assumed public offering price of $ per share, which is ~~prohibitive~~the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses.

~~Additionally,~~Each we$1.00 ~~have~~increase ~~not~~or ~~yet~~decrease ~~adopted~~in athe ~~code~~assumed public offering price of ~~ethics.~~$ per ~~The~~share ~~Company~~would ~~has~~increase ~~not~~or ~~adopted~~decrease ~~such~~our anet ~~code~~proceeds offrom ~~ethics~~this ~~because~~offering ~~all~~by ofapproximately $ , ~~management’s~~assuming ~~efforts~~that ~~have~~the ~~been~~number ~~directed~~of toshares ~~maintaining~~offered ~~the~~by ~~business~~us ofremains the ~~Company~~same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. At aAn ~~later~~increase ~~time~~or decrease of 1,000,000 ain ~~code~~the number of ~~ethics~~shares offered ~~may~~by beus ~~adopted~~would increase or decrease our net proceeds from this offering by approximately $ , assuming no change in the ~~Board~~assumed ofpublic ~~Directors~~offering price per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

~~CERTAIN~~We ~~RELATIONSHIPS~~intend ~~AND~~to ~~RELATED~~use ~~TRANSACTIONS~~the net proceeds of this offering for working capital and general corporate purposes.

~~The~~Our ~~Company’s~~expected ~~chief~~use ~~executive~~of ~~officer~~net proceeds from the offering represents our current intentions based upon our present plans and business condition. Investors are cautioned, ~~Adam Kotkin~~however, that expenditures may vary substantially from ~~time~~these touses. ~~time,~~Investors ~~provided~~will ~~advances~~be torelying on the ~~Company~~judgment ~~for~~of ~~working~~our ~~capital~~management, ~~purposes.~~who Aswill have broad discretion regarding the application of ~~December~~the 31proceeds of this offering. ~~2010~~The amounts and ~~December~~timing ~~31,~~of ~~2009~~our actual expenditures will depend upon numerous factors, including wethe ~~had~~amount aof ~~payable~~cash togenerated ~~Mr.~~by ~~Kotkin~~our operations, the amount of ~~$100~~competition and ~~$1,257,~~other ~~respectively~~operational factors. ~~These~~We ~~advances~~may ~~were~~find ~~short-term~~it innecessary or ~~nature~~advisable ~~and~~to ~~non-interest~~use ~~bearing~~portions of the proceeds from this offering for other purposes.

In March 2010, we paid $1,000 to a company related to our chief executive officer for rent.

During the last quarter we terminated our verbal agreement with PeopleString Corporation where we marketed our games to users of PeopleString. Mr. Adam M. Kotkin is also the Chief Operating Officer of PeopleString. The agreement was a mutual understanding where we would be allowed to beta test our game, My Mad Millions, with the users of PeopleString. This agreement is no longer in force or effect.

DESCRIPTION OF SECURITIES

General

We are authorized to issue an aggregate number of 120,000,000 shares of capital stock, of which 100,000,000 shares are common stock, $0.001 par value per share, and 20,000,000 shares of preferred stock, $0.001 par value per share authorized.

Common Stock

We are authorized to issue 100,000,000 shares of common stock, $0.001 par value per share. Currently we have 25,751,400 shares of common stock issued and outstanding.

Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Preferred Stock

We are authorized to issue 20,000,000 shares of preferred stock, $0.001 par value per share. Currently, no shares of our preferred stock have been designated any rights and we have no shares of preferred stock issued and outstanding.

Dividends

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

Warrants

There are no outstanding warrants to purchase our securities. However, upon the closing of this Offering, we will be issuing two (2) classes of warrants. One class of warrants will be issued to our investors as part of the Units and the other will be issued to our placement agent, Rodman & Renshaw, LLC.

Unit Warrants

The Warrants offered in this offering will be issued in a form substantially similar to the form that is filed as an exhibit to the registration statement of which this prospectus is a part. You should review a copy of the form of warrant for a complete description of the terms and conditions applicable to the Warrants. The following is a brief summary of the Warrants and is subject in all respects to the provisions contained in the form of warrant.

The warrants issued to each investor shall represent the right to purchase up to share(s) of common stock equal at an exercise price equal to $[ ] per share, subject to adjustment as described below. The Warrants will have a term of five (5) years. We will not issue fractional shares of common stock. All fractional shares shall either be rounded up or we will pay cash in lieu of fractional shares of common stock. The warrant holders will not have any voting or other rights as a stockholder of our company. The exercise price and the number of shares underlying the Warrants are subject to standard adjustment provisions.

The Warrants will not be listed on any securities exchange or automated quotation system and we do not intend to arrange for any exchange or quotation system to list or quote the Warrants.

~~Placement~~DIVIDEND ~~Agent Warrants~~POLICY

We ~~have~~currently ~~also~~intend ~~agreed~~ to ~~issue~~retain all toavailable ~~Rodman~~funds &and ~~Renshaw,~~any ~~LLC,~~future aearnings ~~warrant~~ to ~~purchase~~fund ~~a number of shares equal to 7% of~~ the ~~shares~~development ofand ~~common~~growth ~~stock sold. The shares issuable upon exercise~~ of ~~this~~our ~~warrant~~business ~~are~~and ~~identical~~ to ~~those~~repay ~~offered~~indebtedness, byand ~~this~~therefore we ~~prospectus.~~do ~~This~~not ~~warrant~~anticipate ispaying ~~exercisable at $ [ ] per share, at~~ any ~~time~~cash ~~expiring~~dividends ~~five~~in ~~years after~~ the ~~closing~~foreseeable ~~date~~future. ofAny ~~this~~future ~~offering.~~determination ~~The~~to ~~warrant~~pay ~~may~~dividends ~~also~~will be ~~exercised~~at ~~on a cashless basis. The warrant and~~ the ~~[ ] shares~~ discretion of ~~common stock underlying~~ the ~~warrant~~Board, ~~have been deemed compensation by FINRA and are therefore~~ subject to acompliance ~~180-day~~with ~~lock-up~~covenants ~~pursuant~~in tocurrent ~~Rule~~and ~~5110(g)(1)~~future ofagreements ~~FINRA. The underwriter (or~~governing ~~permitted~~our ~~assignees under the Rule) will not sell~~indebtedness, ~~transfer,~~and ~~assign, pledge, or hypothecate this warrant or the securities underlying this warrant, nor~~ will itdepend engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this warrant or the underlying securities for a period of 180 days from the date of this prospectus. The exercise price and number of shares issuable upon ~~exercise~~our results of ~~the warrant will not contain any anti-dilution protection and may not be adjusted in the event of a stock dividend~~operations, ~~extraordinary~~financial ~~cash dividend~~condition, ~~our~~capital ~~recapitalization,~~requirements ~~reorganization,~~and ~~merger~~other orfactors ~~consolidation~~that ~~or any issuances of common stock at a price below~~ the ~~warrant~~Board ~~exercise~~deems ~~price~~relevant.

Options

There are no outstanding options to purchase our securities.

Transfer Agent and Registrar

Our independent stock transfer agent is Action Stock Transfer Corp. at 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, Utah 84121.

Interests of Named Experts and Counsel

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, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Anslow & Jaclin, LLP located at 195 Route 9 South, Suite 204, Manalapan, NJ 07726 will pass on the validity of the common stock being offered pursuant to this prospectus. Additionally, as part of its compensation, Anslow & Jaclin, LLP and its associates received an aggregate of 100,000 shares of common stock that are included in this prospectus.

The financial statements as of December 31, 2010 and 2009, and for the period from December 17, 2009 (inception) to December 31, 2010 included in this prospectus and the registration statement have been audited by Salberg & Company, P.A., an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

PLAN OF DISTRIBUTION

We are offering up to [ ] units, to be issued in one or more closings, each consisting of one share of common stock and [ ] warrants to purchase up to 100% of the shares of common stock issued as part of this unit for $[ ] per unit with aggregate gross proceeds of up to $[ ]. Pursuant to an engagement letter agreement, we engaged Rodman & Renshaw, LLC as our placement agent for this offering. Rodman & Renshaw, LLC is not purchasing or selling any units, nor are they required to arrange for the purchase and sale of any specific number or dollar amount of units, other than to use their “ reasonable best efforts” to arrange for the sale of units by us. Therefore, we will enter into a purchase agreement directly with investors in connection with this offering and we may not sell the entire amount of units being offered pursuant to this prospectus. Additionally, we and the placement agent may, upon request of any investor in this offering, sell units to such investors that exclude the warrants, provided that the sale of units that exclude such warrants shall be at the same offering price per unit as all other investors.

We have agreed to pay the placement agent a cash fee equal to 7% of the gross proceeds of the offering. Subject to compliance with FINRA Rule 5110(f)(2)(D), we have also agreed to pay the placement agent a non-accountable expense allowance equal to 2% of the gross proceeds raised in the offering. We have also agreed to issue the placement agent common stock purchase warrants equal to 7% of the aggregate number of shares of common stock sold in this offering. The placement agent warrants are not covered by this prospectus. The warrants issued to the placement agent will be substantially identical to the warrants offered by this prospectus except that the warrants issued to the placement agent will have an exercise price per share of 125% of the public offering price, or $___, and the expiration date of such warrants shall be the five year anniversary of the effective date of this offering. Pursuant to FINRA Rule 5110(g), for a period of six months after the issuance date of the placement agent warrants, neither the placement agent warrants nor any warrant shares issued upon exercise of the placement agent warrants shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of this offering, except the transfer of any security:

(i) by operation of law or by reason of reorganization of the Company;

(ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period;

(iii) if the aggregate amount of our securities of the Company held by the holder of the placement agent warrants or related person do not exceed 1% of the securities being offered;

(iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or

(v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for the remainder of the time period.

The following table shows the per unit and total placement agent’s fees we will pay to the placement agent in connection with the sale of the shares and warrants offered pursuant to this prospectus assuming the purchase of all of the units offered hereby.

Per unit placement agent’s fees $ - Maximum offering total $ -

~~Because~~CAPITALIZATION there is no minimum offering amount required as a condition to the closing in this offering, the actual total offering commissions, if any, are not presently determinable and may be substantially less than the maximum amount set forth above.

~~Our~~The ~~obligations~~following totable ~~issue~~sets ~~and~~forth ~~sell~~our ~~units~~consolidated cash toand ~~the~~capitalization ~~purchasers~~as isof ~~subject~~July ~~to the conditions set forth in the securities purchase agreement~~31, ~~which may be waived by us at our discretion~~2022. ASuch ~~purchaser’s~~information ~~obligation to purchase units~~ is ~~subject to the conditions~~ set forth inon the ~~securities~~following ~~purchase agreement as well, which may also be waived by the purchaser.~~bases:

In● ~~order~~actual tobasis; comply with certain state securities laws, if applicable, the common stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states the shares of common stock may not be sold unless they have been registered or qualify for sale in such state or an exemption from registration or qualification is available and ~~is complied with.~~

We● ~~have~~on ~~agreed~~an as adjusted basis to ~~indemnify~~give ~~the~~effect ~~placement~~to ~~agent~~the ~~against~~to ~~certain~~the ~~liabilities,~~1-for- ~~including~~Reverse ~~liabilities~~Stock ~~under~~Split and the ~~Securities~~sale ~~Act~~by us of ~~1933,~~[●] asshares ~~amended~~of orCommon ~~the~~Stock ~~Securities~~in ~~Act.~~this Weoffering ~~may~~at ~~also~~an beassumed ~~required~~public tooffering ~~contribute~~price toof ~~payments~~$[●] per share, which is the ~~placement~~midpoint ~~agent~~of ~~may~~the beprice ~~required~~range toset ~~make~~forth inon ~~respect~~the cover page of ~~such~~this ~~liabilities~~prospectus, after deducting underwriting discounts and commissions and estimated offering expenses.

The ~~placement~~information ~~agent~~below ~~may~~is beillustrative ~~deemed~~only toand our becapitalization anfollowing ~~underwriter within~~ the ~~meaning~~completion of ~~Section~~this ~~2(a)(11)~~offering ofwill ~~the~~be ~~Securities~~adjusted ~~Act~~based ~~and~~on ~~any~~the ~~commissions~~actual ~~received~~public byoffering itprice and ~~any~~other ~~profit realized on the sale~~ terms of ~~the~~this ~~securities~~offering bydetermined ~~them~~at ~~while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act~~pricing. ~~The~~ ~~placement~~You ~~agent~~should ~~would~~read bethis ~~required~~table totogether ~~comply~~ with ~~the~~“Management’s ~~requirements~~Discussion ofand ~~the Securities Act~~ Analysis of ~~1933,~~Financial asCondition ~~amended, or the Securities Act,~~ and ~~the~~Results ~~Securities Exchange Act~~ of ~~1934,~~Operations” asand ~~amended,~~our oraudited ~~the Exchange Act, including, without limitation, Rule 10b-5~~ and ~~Regulation~~unaudited Mconsolidated ~~under~~financial ~~the~~statements ~~Exchange Act. These rules~~ and ~~regulations may limit~~ the ~~timing~~related notes ofappearing ~~purchases~~elsewhere ~~and~~in ~~sales~~this ofprospectus. ~~shares~~The ofshare ~~common stock~~ and ~~warrants~~per toshare ~~purchase~~information ~~shares~~in ~~of common stock by~~ the ~~placement~~following ~~agent. Under~~table ~~these~~does ~~rules~~not ~~and~~reflect ~~regulations,~~ the ~~placement~~proposed Reverse ~~agent~~Stock ~~may~~Split ~~not~~of ~~(i)~~the ~~engage~~outstanding inCommon ~~any~~Stock ~~stabilization~~that ~~activity~~is inexpected ~~connection with our securities; and (ii) bid for or purchase any of our securities or attempt~~ to ~~induce~~occur ~~any~~immediately ~~person~~following tothe ~~purchase~~effectiveness ~~any~~ of ~~our securities, other than as permitted under~~ the ~~Exchange~~registration statement ~~Act,~~of ~~until~~which ~~they~~this ~~have~~prospectus ~~completed~~forms ~~their~~a ~~participation in the distribution~~part.

Disclosure of Commission Position on Indemnification of Securities Act Liabilities

	Actual (unaudited)		As Adjusted (unaudited)
Cash and marketable securities	$		$
Total liabilities
Stockholders’ Equity
Preferred stock, $0.001 par value; 20,000,000 shares authorized:		-		-
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 42,740,581 issued and outstanding as of July 31, 2022
Additional paid in capital
Deferred Compensation
Accumulated deficit
Total Stockholders’ Equity
Total Capitalization	$		$	-

~~Our~~Each ~~directors~~$1.00 ~~and~~increase ~~officers~~or decrease ~~are~~in ~~indemnified as provided by~~ the ~~Nevada~~assumed ~~corporate~~public ~~law~~offering ~~and~~price ~~our Bylaws. We have agreed to indemnify each~~ of ~~our~~$ per ~~directors~~share ~~and~~would ~~certain~~increase ~~officers~~or ~~against certain liabilities~~decrease, ~~including liabilities under the Securities Act of 1933. Insofar~~ as ~~indemnification~~applicable, ~~for liabilities arising under the Securities Act of 1933 may be permitted to~~ our ~~directors~~ cash, ~~officers~~additional ~~and~~paid-in ~~controlling~~capital, ~~persons~~total ~~pursuant~~stockholders’ toequity ~~the~~and ~~provisions~~total ~~described~~capitalization ~~above,~~by orapproximately ~~otherwise~~$ , assuming ~~we have been advised~~ that in the ~~opinion~~number of ~~the~~shares ~~Securities~~offered ~~and~~by ~~Exchange~~us ~~Commission~~remains ~~such indemnification is against public policy as expressed in~~ the ~~Securities~~same, ~~Act of 1933~~ and ~~is,~~after ~~therefore,~~deducting ~~unenforceable.~~estimated Inunderwriting ~~the~~discounts ~~event~~and ~~that~~commissions and aestimated ~~claim~~offering ~~for indemnification against such liabilities (other than our payment of~~ expenses ~~incurred~~payable ~~or paid~~ by ~~our~~us. ~~director,~~Each ~~officer~~increase or ~~controlling~~decrease ~~person in the successful defense~~ of ~~any action~~1,000,000 ~~suit~~shares orto ~~proceeding)~~the isshares ~~asserted~~offered by ~~such~~us ~~director, officer or controlling person~~ in ~~connection with~~ the ~~securities~~offering would ~~being~~increase ~~registered,~~or wedecrease ~~will, unless in~~ the ~~opinion~~amount of our ~~counsel~~cash ~~the~~and ~~matter~~total ~~has~~stockholders’ ~~been~~equity ~~settled~~ by ~~controlling~~approximately ~~precedent,~~$ assuming ~~submit~~a topublic aoffering ~~court~~price of ~~appropriate~~$ per ~~jurisdiction~~share, ~~the~~after ~~question~~deducting ~~whether~~estimated ~~such~~underwriting ~~indemnification~~discounts byand ~~it is against public policy as expressed in the Securities Act~~ commissions and ~~will~~estimated beoffering ~~governed~~expenses payable by ~~the final adjudication of such issue~~us.

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

APPS GENIUS CORP

UP TO [ ] UNITS, EACH CONSISTING OF

[ ] SHARE(S) OF COMMON STOCK AND [ ]

WARRANT(S) TO PURCHASE 100% OF THE SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

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

The Date of This Prospectus is _________, 2011

~~PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS~~DILUTION

~~Item~~If ~~13.~~you ~~Other~~invest ~~Expenses~~in our securities, your ownership interest will be diluted immediately to the extent of ~~Issuance~~the difference between the public offering price per share you pay in this offering and ~~Distribution~~the as adjusted net tangible book value per share of Common Stock immediately following this offering.

Securities and Exchange Commission Registration Fee	$	580.50
Federal Taxes	$	0
State Taxes and Fees	$	0
Placement Agent Fees and Expenses	$	180,000	*
Accounting Fees and Expenses	$	20,000
Legal Fees and Expense	$	100,000
Blue Sky Fees and Expenses	$	5,000
Miscellaneous	$	1,000
Total	$	306.580.50

Net tangible book value per common share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of Common Stock outstanding. Our net tangible book value as of July 31, 2022 was approximately $[●] per share of Common Stock, based upon 42,740,581 shares of Common Stock outstanding.

*Our ~~This~~pro ~~assumes~~forma anet ~~total~~tangible ~~closing~~book ~~amount~~value as of $2July 31,~~000,000.~~ ~~Pursuant~~2022 towas ~~Rodman’s~~approximately ~~engagement~~$[●] ~~agreement,~~per ~~they~~share ~~are~~of ~~entitled~~Common toStock. aPro ~~cash~~forma ~~fee~~net oftangible 7%book value per share represents the amount of our ~~any~~total ~~proceeds~~tangible ~~raised~~assets ~~plus~~less anour ~~additional~~total 2%liabilities, asdivided aby ~~non-accountable~~the ~~due~~number ~~diligence~~of ~~expense~~shares of our Common Stock outstanding, as of July 31, 2022.

~~All~~After ~~amounts~~giving ~~are~~effect ~~estimates~~to ~~other than~~ the ~~Commission’s~~sale ~~registration~~of ~~fee.~~shares Weof ~~are~~Common Stock ~~paying~~in ~~all~~this ~~expenses~~offering, ofat the estimated offering ~~listed~~price ~~above.~~of No$ per ~~portion~~share, which is the midpoint of ~~these~~our ~~expenses~~bona ~~will~~fide beestimated ~~borne~~price byrange of $ to $ , and after deducting the ~~selling~~underwriting discount ~~shareholders.~~and ~~The~~commission ~~selling~~and ~~shareholders~~our estimated offering expenses, ~~however~~our as adjusted net tangible book value as of July 31, ~~will~~2022 ~~pay~~would ~~any~~have ~~other~~been $ or ~~expenses~~$ per ~~incurred~~share. This represents an immediate increase in ~~selling~~net ~~their~~tangible ~~common~~book ~~stock,~~value ~~including~~(deficit) ~~any~~of ~~brokerage~~$ per ~~commissions~~share orto ~~costs~~existing stockholders and an immediate dilution of ~~sale~~$ per share to new investors purchasing shares in the offering. If the public offering price is higher or lower than the estimated public offering price, the dilution to new investors will be greater or lower, respectively.

~~Item~~The ~~14.~~following ~~Indemnification~~table ofillustrates ~~Directors~~this ~~and~~per ~~Officers~~share dilution:

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our 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 and will be governed by the final adjudication of such issue.

Estimated public offering price per share		$
Net tangible book value per share	$
Pro forma net tangible book value per share as of July 31, 2022
Increase in net tangible book value per share attributable to new investors
Pro forma net tangible book value per share after this offering
Dilution in net tangible book value per share to new investors		$

WeIf ~~have been advised that in~~ the ~~opinion~~underwriter’s ofoverallotment ~~the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act~~ option is ~~against~~exercised ~~public policy as expressed~~ in ~~the Securities Act~~full, ~~and is, therefore, unenforceable. In~~ the ~~event~~pro ~~that~~forma aas ~~claim~~adjusted ~~for~~net ~~indemnification~~tangible ~~against~~book ~~such~~value ~~liabilities~~following ~~is asserted by one of our directors, officers, or controlling persons in connection with~~ the ~~securities~~offering ~~being registered, we~~ will, ~~unless~~be ~~in the~~$ per ~~opinion of our legal counsel the matter has been settled by controlling precedent~~share, ~~submit~~and the ~~question~~dilution ~~of whether such indemnification is against public policy~~ to anew ~~court~~investors ofin ~~appropriate~~the ~~jurisdiction.~~offering We will ~~then~~ be ~~governed~~$ per ~~by the court’s decision~~share.

~~Item~~A ~~15.~~$[●] ~~Recent~~increase ~~Sales~~(decrease) in the estimated public offering price of ~~Unregistered~~$ per ~~Securities~~share would result in an incremental increase (decrease) in our pro forma as adjusted net tangible book value of approximately $ million or approximately $ per share, and would result in an incremental increase (decrease) in the dilution to new investors of approximately $ per share, assuming that the number of shares of our Common Stock sold by us in this offering remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We ~~were~~may ~~incorporated~~also inincrease ~~the~~or ~~State~~decrease ofthe ~~Nevada~~number ~~in December 2009. In connection with incorporation, we issued 11,710,000~~ of shares of ~~common~~Common ~~stock~~Stock towe ~~our~~are ~~founders.~~offering ~~These shares were issued~~ in ~~reliance~~this onoffering. ~~the~~An ~~exemption~~increase ~~under Section 4~~(2decrease) of ~~the~~[●] ~~Securities~~shares ~~Act~~in ~~of 1933, as amended (~~the ~~“Act”)~~estimated ~~and~~number ~~were~~of ~~issued as founders~~ shares~~. These shares~~ of ~~our~~Common ~~common~~Stock ~~stock~~sold ~~qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares~~ by us ~~did~~in ~~not~~this ~~involve a public~~ offering. ~~The~~would ~~offering~~result ~~was~~in ~~not~~an aincremental ~~“public~~increase ~~offering”~~(decrease) ~~as defined~~ in ~~Section~~our ~~4(2)~~as ~~due~~adjusted tonet ~~the~~tangible ~~insubstantial~~book ~~number~~ value of ~~persons~~approximately ~~involved in the deal~~$ million, ~~size~~or ofapproximately ~~the~~$ per ~~offering~~share, ~~manner of the offering~~ and ~~number~~would ofresult ~~shares~~in ~~offered. We did not undertake~~ an ~~offering~~incremental inincrease ~~which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4~~(2decrease) ~~since~~in ~~they~~the ~~agreed~~dilution to ~~and~~new ~~received~~investors ~~share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144~~ of ~~the~~$ per ~~1933~~share, ~~Securities~~assuming ~~Act. This restriction ensures~~ that ~~these shares would not be immediately redistributed into~~ the ~~market~~estimated ~~and therefore not be part of a “~~public offering.” ~~Based~~price ~~on an analysis~~ of the ~~above~~Common ~~factors,~~Stock weremains ~~have met~~ the ~~requirements~~same toand ~~qualify~~after ~~for~~deducting ~~exemption~~the ~~under~~estimated ~~Section~~underwriting discounts ~~4(2)~~and ofcommissions ~~the~~and ~~Securities~~estimated ~~Act~~offering ofexpenses ~~1933~~payable ~~for~~by ~~this transaction~~us.

On December 17, 2009, we issued 100,000 shares of our common stock to Anslow & Jaclin, LLP (or its associates) as compensation for services to be provided under their retainer agreement. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

InThe ~~December~~information ofabove ~~2009~~is ~~the~~based ~~Company~~on ~~sold through a Regulation D Rule 506 offering a total of 10~~44,~~700~~373,~~000~~755 outstanding shares of ~~common stock to 10 investors, at a price per share of $0.002 for an aggregate offering price of $21,400. The~~ Common Stock ~~issued~~as ~~in this offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506~~ of ~~Regulation~~September D22, ~~of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933~~2022, ~~these~~and ~~shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. §230.506~~excludes:

~~(A)~~● No[●] ~~general~~shares ~~solicitation or advertising was conducted by us in connection with the offering~~ of ~~any~~Common ofStock ~~the~~issuable ~~Shares.~~upon ~~(B) At~~ the ~~time~~conversion of ~~the~~$[●] ~~offering we were not: (1) subject to the reporting requirements~~ of ~~Section~~various 13convertible ornotes 15payable ~~(d)~~that ofconvert ~~the~~at ~~Exchange~~a ~~Act;~~range orbetween ~~(2)~~$[●] an “investment company” within the meaning of the federal securities laws. (C) Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security. (D) The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states. (E) None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.$[●];

~~Please~~● ~~note~~[●] ~~that~~shares ~~pursuant~~of toCommon ~~Rule~~Stock ~~506,~~issuable ~~all~~upon ~~shares purchased in~~ the ~~Regulation~~conversion Dof ~~Rule~~$500,000 ~~506~~of ~~offering~~a ~~completed~~convertible inbridge ~~March~~note ~~2008~~that ~~were~~may ~~restricted~~be inconverted ~~accordance~~into ~~with~~Common ~~Rule~~Stock ~~144~~at of$0.39, ~~the~~upon ~~Securities~~an ~~Act~~event of ~~1933.~~default, Inor ~~addition,~~a ~~each~~discount of ~~these~~25% ~~shareholders~~to ~~were~~the ~~either~~offering ~~accredited~~price asupon ~~defined~~a insuccessful ~~Rule~~Uplist ~~501~~Offering ~~(a)~~within of180 ~~Regulation~~days Dfrom ~~promulgated under~~ the ~~Securities~~date ~~Act or sophisticated as defined in Rule 506(b)(2)(ii)~~ of ~~Regulation D promulgated under~~ the ~~Securities~~convertible ~~Act.~~bridge notes;

We● ~~have~~[●] ~~never~~shares ~~utilized~~of anCommon ~~underwriter~~Stock ~~for~~issuable upon the conversion of $307,927 of certain convertible bridge notes that may be converted, upon an ~~offering~~event of ~~our~~default, ~~securities~~into Common Stock at the lesser of $0.345 ~~Other~~or ~~than~~a discount of 35% to the ~~securities~~5-day ~~mentioned~~volume ~~above,~~weighted weaverage ~~have~~price ~~not~~of ~~issued~~the Common Stock, or ~~sold~~a ~~any~~discount ~~securities.~~of 25% to the offering price upon a successful Uplist Offering within 180 days from the date of the convertible bridge notes;

In● ~~March~~[●] ~~2010 the~~shares ~~Company~~of ~~sold~~Common ~~through~~Stock aissuable ~~Regulation~~upon Dthe ~~Rule~~conversion ~~506 offering a total~~ of 2$258,~~086,400~~500 ~~shares~~ of ~~common~~certain ~~stock~~convertible tobridge 36notes ~~investors,~~that atmay abe ~~price~~converted ~~per~~into ~~share of $0.25 for an aggregate offering price of $521,600. The~~ Common Stock, ~~issued~~after in180 ~~this~~days ~~offering was issued in a transaction not involving a public offering in reliance upon an exemption~~ from ~~registration~~the ~~provided~~issuance byof ~~Rule~~the ~~506~~convertible ofbridge ~~Regulation~~note, Dat of the ~~Securities~~per ~~Act~~share ofconversion ~~1933.~~price Inof ~~accordance~~(x) ~~with~~65% ~~Section~~multiplied ~~230.506~~by (by)~~(1)~~ of the ~~Securities~~average ~~Act~~ of ~~1933,~~the ~~these~~lowest ~~shares~~two ~~qualified~~closing ~~for~~bid ~~exemption~~prices ~~under~~for the ~~Rule~~Company’s ~~506~~common ~~exemption~~stock ~~for~~during ~~this offerings since it met~~ the ~~following~~ten ~~requirements~~trading ~~set~~days ~~forth~~prior into ~~Reg. §230.506:~~conversion;

~~(A)~~● No[●] ~~general~~shares ~~solicitation or advertising was conducted by us in connection with the offering~~ of ~~any~~Common ofStock ~~the~~issuable ~~Shares.~~upon ~~(B) At~~ the ~~time~~conversion of ~~the~~$150,000 ~~offering we were not: (1) subject to the reporting requirements~~ of ~~Section~~certain 13convertible orbridge 15notes ~~(d)~~that ofmay ~~the~~be ~~Exchange~~converted, ~~Act;~~upon ~~or (2)~~ an ~~“investment~~event ~~company” within the meaning~~ of ~~the federal securities laws. (C) Neither we~~default, ~~nor~~into ~~any~~Common ofStock ~~our~~at ~~predecessors,~~the ~~nor~~lesser ~~any~~ of ~~our~~$0.135 ~~directors,~~or ~~nor~~a ~~any~~discount ~~beneficial owner~~ of 10% orto ~~more~~the of5-day ~~any~~volume ~~class~~weighted ofaverage ~~our~~price ~~equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years~~ of ~~any felony in connection with~~ the ~~purchase~~Common Stock or ~~sale~~a ofdiscount ~~any security. (D) The offers and sales~~ of ~~securities~~25% ~~by us pursuant~~ to the ~~offerings~~offering ~~were~~price ~~not~~upon ~~attempts~~a tosuccessful ~~evade~~Uplist ~~any~~Offering ~~registration~~within or180 ~~resale~~days ~~requirements~~from of the ~~securities~~date ~~laws~~ of the ~~United~~convertible ~~States~~bridge ornotes; ~~any of its states. (E) None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.~~and

~~Please~~● ~~note~~[●] ~~that pursuant to Rule 506, all~~ shares ~~purchased~~of inCommon ~~the~~Stock ~~Regulation~~issuable Dupon ~~Rule 506 offering completed in March 2008 were restricted in accordance with Rule 144 of~~ the ~~Securities~~exercise ~~Act~~ of ~~1933.~~outstanding Inwarrants ~~addition,~~at ~~each of these shareholders were either accredited as defined in Rule 501 (~~a) ofweighted ~~Regulation~~average Dexercise ~~promulgated~~price ~~under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii)~~ of ~~Regulation~~$[●] Dper ~~promulgated under the Securities Act~~share.

Prior to the consummation of this offering, we expect to effect the proposed Reverse Stock Split. No fractional shares of the Company’s Common Stock will be issued as a result of the Reverse Stock Split. [Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.]

Unless otherwise stated, all information in this prospectus assumes:

●

no exercise of the underwriters’ over-allotment option to purchase additional shares; and

●

no exercise of the outstanding convertible notes or warrants described above.

WeMARKET ~~have~~FOR ~~never~~OUR ~~utilized~~COMMON ~~an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.~~STOCK

InMarket July 2010 the Company sold through a Regulation D Rule 506 offering a total of 1,000,000 shares of common stock to 1 investor, at a price per share of $0.15 for an aggregate offering price of $150,000. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.Information

InOur ~~June 2011 the Company issued a total of 155,000 shares of~~ common stock tois ~~certain~~currently ~~professional~~approved ~~service~~for ~~providers. These shares were issued in reliance~~ quotation on the ~~exemption~~OTCPink ~~under~~maintained ~~Section~~by ~~4(2) of~~ the ~~Securities~~Financial ~~Act~~Industry ofRegulatory ~~1933~~Authority, ~~as amended (the “Act”) and were issued as founders shares~~Inc. ~~These shares of our common stock qualified for exemption~~ under ~~Section 4(2) of~~ the ~~Securities~~symbol ~~Act of 1933 since the issuance shares by us did not involve a public offering~~“HBIS”. The ~~offering~~table ~~was~~below ~~not~~sets forth ~~a “public offering” as defined in Section 4(2) due to~~ the ~~insubstantial~~high ~~number of persons involved in the deal, size of the offering, manner of the offering~~ and ~~number~~low ofclosing ~~shares~~price ~~offered.~~per Weshare ~~did not undertake an offering in which we sold a high number~~ of ~~shares~~our tocommon astock ~~high~~for ~~number~~each ofquarter ~~investors.~~during ~~In addition,~~ the ~~investors~~fiscal ~~had~~year ~~the~~beginning ~~necessary~~November ~~investment~~1, ~~intent~~2021, transition asperiod ~~required~~ended byOctober ~~Section~~31, ~~4(2)~~2021 ~~since they agreed to~~ and ~~received~~year ~~share~~ended ~~certificates~~December ~~bearing~~31, ~~a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act~~2020. ~~This~~These ~~restriction~~prices ~~ensures~~represent ~~that~~inter-dealer ~~these~~quotations ~~shares~~without ~~would~~retail markup, ~~not~~markdown, beor ~~immediately~~commission ~~redistributed into the market~~ and ~~therefore~~may not benecessarily ~~part~~represent ofactual ~~a “public offering~~transactions.~~” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.~~

Item 16. Exhibits and Financial Statement Schedules

	High		Low
Fiscal Year 2022
First Quarter ended January 31, 2022	$	1.40	$	0.76
Second Quarter ended April 30, 2022	$	1.18	$	0.23
Third Quarter ended July 31, 2022	$	0.65	$	0.13

Transition Period 2021
First Quarter ended March 31, 2021	$	2.00	$	0.35
Second Quarter ended June 30, 2021	$	1.20	$	0.56
Third Quarter ended September 30, 2021	$	1.98	$	0.75
Fourth Quarter Ended October 31, 2021 (one month)	$	1.58	$	1.15

Fiscal Year 2020
First Quarter ended March 31, 2020	$	0.88	$	0.19
Second Quarter ended June 30, 2020	$	6.01	$	0.20
Third Quarter ended September 30, 2020	$	3.00	$	0.77
Fourth Quarter Ended December 31, 2020	$	1.52	$	0.76

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation*
3.2	By-Laws*
4.1	Form of Warrant**
4.2	Form of Placement Agent’s Warrant*
5.1	Opinion of Anslow & Jaclin, LLP**
10.1	Agreement with gWallet, Inc.*
10.2	Agreement with Cubics.com*
10.3	Agreement with Apple*
10.4	Equity Incentive Plan*
23.1	Consent of Salberg & Company, P.A.
23.2	Consent of Counsel (included in Exhibit 5.1, hereto)**

Holders of Common Stock

*As ~~Incorporated~~of byAugust ~~reference~~30, to2022, ~~Form~~there ~~S-1~~were ~~filed~~approximately 2,613 ~~with~~record holders of our Common Stock. The number of record holders does not include beneficial owners of Common Stock whose shares are held in the ~~SEC~~names onof ~~November~~banks, 19brokers, ~~2010~~nominees, or other fiduciaries.

** To be filed by amendment.

Item 17. Undertakings

(A) The undersigned Registrant hereby undertakes:

(1) 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% 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;

~~(2)~~MANAGEMENT’S ~~For~~DISCUSSION ~~purposes~~AND ofANALYSIS OF ~~determining~~FINANCIAL ~~any~~CONDITION ~~liability~~AND ~~under~~RESULTS ~~the~~OF Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.OPERATIONS

~~(3)~~Except ~~That,~~ for the ~~purpose~~historical ofinformation, ~~determining~~the following ~~any~~discussion ~~liability~~contains ~~under~~forward-looking ~~the~~statements ~~Securities~~that ~~Act~~are ofsubject ~~1933,~~to ~~each~~risks ~~post~~and uncertainties. We caution you not to put undue reliance on any forward-~~effective~~looking ~~amendment~~statements, ~~that~~which ~~contains~~speak aonly ~~form~~as of the date of this prospectus. ~~shall~~Our beactual ~~deemed~~results toor beactions amay ~~new~~differ materially ~~registration~~from ~~statement~~these ~~relating~~forward-looking tostatements ~~the~~for ~~securities~~many ~~offered~~reasons. ~~therein,~~Our discussion and ~~the~~analysis ~~offering~~of our financial condition and results of ~~such~~operations ~~securities~~should atbe read in conjunction with the financial statements and related notes and with the understanding that ~~time~~our ~~shall~~actual future results may be ~~deemed~~materially todifferent befrom what we currently expect. See “CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION” above. As used herein, the ~~initial~~terms ~~bona~~“we,” ~~fide~~“us,” ~~offering~~“our” ~~thereof~~and the “Company” refers to Home Bistro, Inc., a Nevada corporation, and its subsidiaries unless otherwise stated.

~~(4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~ Overview

~~(5)~~The ~~Insofar~~Company aswas ~~indemnification~~incorporated ~~for~~in ~~liabilities arising under~~ the ~~Securities~~State ~~Act~~ of ~~1933~~Nevada on ~~may~~December ~~be permitted to directors~~17, ~~officers~~2009. ~~and~~Effective ~~controlling~~March ~~persons of the registrant pursuant to the foregoing provisions~~23, ~~or otherwise~~2018, the ~~registrant~~Company ~~has~~changed ~~been~~its ~~advised~~name ~~that~~to inGratitude ~~the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is~~Health, ~~therefore, unenforceable~~Inc. Infrom ~~the~~Vapir ~~event~~Enterprises ~~that~~Inc. aEffective September ~~claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director~~14, ~~officer or controlling person of the registrant in the successful defense of any action~~2019, ~~suit or proceeding) is asserted by such director, officer or controlling person in connection with~~ the ~~securities~~Company ~~being~~changed ~~registered, the registrant will, unless in the opinion of~~ its ~~counsel~~name ~~the~~to ~~matter~~Home ~~has~~Bistro, ~~been~~Inc. ~~settled~~from byGratitude ~~controlling precedent~~Health, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issueInc.

~~(6)~~On ~~Each~~April ~~prospectus~~20, ~~filed~~2020, ~~pursuant~~the toCompany, ~~Rule~~Fresh ~~424(b)~~Market asMerger Sub, ~~part~~Inc., of a ~~registration~~Delaware ~~statement~~corporation ~~relating~~and toa annewly ~~offering,~~created ~~other~~wholly-owned ~~than~~subsidiary ~~registration~~of ~~statements~~the ~~relying~~Company on(“Merger ~~Rule~~Sub”), ~~430B~~and orHome ~~other than prospectuses filed in reliance on Rule 430A~~Bistro, Inc., ~~shall~~a beprivately-held ~~deemed~~Delaware tocorporation beengaged ~~part of and included~~ in the ~~registration~~food ~~statement~~preparation asand ofhome-delivery ~~the~~business ~~date~~(presently itknown isas ~~first~~Home ~~used~~Bistro Holdings, ~~after effectiveness~~Inc. ~~Provided~~, ~~however,~~a ~~that~~Nevada nocorporation) ~~statement~~(“Home ~~made~~Bistro inHoldings”), aentered ~~registration~~into ~~statement~~an orAgreement ~~prospectus~~and ~~that~~Plan ~~is part~~ of Merger (the ~~registration~~“Merger Agreement”) ~~statement~~pursuant orto ~~made~~which, inamong aother ~~document~~things, ~~incorporated~~Merger orSub ~~deemed~~agreed ~~incorporated~~to bymerge ~~reference~~with and into ~~the~~Home ~~registration~~Bistro ~~statement or prospectus that is part of the registration statement will~~Holdings, aswith toHome aBistro Holdings ~~purchaser~~becoming ~~with~~ a ~~time~~wholly-owned ofsubsidiary ~~contract~~ of ~~sale~~the ~~prior~~Company toand ~~such~~the ~~first~~surviving ~~use,~~corporation ~~supersede or modify any statement that was made~~ in the ~~registration~~merger ~~statement~~(the or“Merger”). ~~prospectus~~Pursuant to ~~that~~the ~~was~~terms ~~part~~ of the ~~registration~~Merger ~~statement~~Agreement, orHome ~~made~~Bistro inHoldings ~~any~~filed ~~such~~a ~~document~~Certificate ~~immediately~~of ~~prior~~Merger towith ~~such~~the ~~date~~Nevada Secretary of ~~first~~State ~~use~~on April 20, 2020.

The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to Home Bistro Holdings stockholders shares of Common Stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business, in the subsequent period, this transaction was accounted for as a reverse recapitalization effected by a share exchange of Home Bistro Holdings.

On September 14, 2020, the Company changed its name from “Gratitude Health, Inc.” to “Home Bistro, Inc.” On September 25, 2020, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which it sold all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD Business, and the buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business (the “Divestiture”).

Prior to the Merger, the Company was solely engaged in manufacturing, selling and marketing functional RTD Business sold under the Company’s trademarks. Following the Merger and prior to the Divestiture, the Company provided high quality, direct-to-consumer, ready-made meals at www.homebistro.com, and restaurant quality meats and seafood through its Colorado Prime brand. Following the Divestiture, this became the sole business of the Company. Home Bistro Holdings is uniquely positioned to take advantage of the developing market opportunity generated by consumers’ growing demand for prepared meals ordered online and delivered to their homes.

On January 19, 2021 (“Effective Date”), the Company and Spicy Mango Foodies LLC (f/s/o Chef Priyanka Naik (“CPN”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CPN Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CPN Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following the Term, the Company shall use best efforts to cease the distribution of all CPN Meals. For the use of Spicy Mango Foodies, LLC (“SMF”) and all associated intellectual property for the benefit of the CPN Meals, the Company shall pay to SMF the following: (i) 10% of all Net Revenue generated from the sale of CPN Meals (“SMF Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CPN Meals less discounts and returns. The SMF Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10^th business day of the following month in which the SMF Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a SMF Dedicated Code was used at the time of purchase (“SMF Commission”) and all sales derived from that account thereafter. The SMF Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10^th business day of the following month in which the SMF Commission was earned.

~~SIGNATURES~~On July 6, 2021, the Company entered into an Agreement and Plan of Merger with Model Meals, acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the “Acquisition”). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of Common Stock and $60,000 in cash. Pursuant to the Acquisition, the Company issued 2,008,310 shares of Common Stock with fair value of $2,028,393. The shares are subject to a 24-month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act.

InOn ~~accordance~~June ~~with~~24, 2021, the ~~requirements~~Company ofentered ~~the~~into ~~Securities~~a ~~Act~~licensing agreement (“License Agreement”) with a celebrity chef and majority member interest holder of ~~1933~~Homemade Meals, ~~Apps~~LLC, ~~Genius~~an ~~Corp~~inactive entity. As a condition to finalizing the License Agreement, the ~~registrant~~Company also executed a Membership Interest Purchase Agreement (the “Member Agreement”) and issued an aggregate of 2,266,666 ~~certifies~~shares ~~that~~of itCommon ~~has~~Stock ~~reasonable~~with ~~grounds~~a tofair ~~believe~~value ~~that~~of it$2,969,334 ~~meets~~to ~~all~~members of ~~the~~Homemade ~~requirements~~Meals, LLC ~~for~~(“Homemade ~~filing~~Meals”) on ~~Form~~October ~~S-1~~25, 2021 to terminate an exclusivity and ~~authorized~~non-compete ~~this~~agreement ~~registration~~the ~~statement~~celebrity tochef behad ~~signed~~with Homemade onMeals. ~~its~~The ~~behalf~~Company byissued the ~~undersigned~~celebrity chef 2,000,000 ~~thereunto~~shares ~~duly~~of ~~authorized~~Company’s Common Stock with a fair value of $2,620,000. The Company’s primary reason for acquiring the membership interests in ~~Red~~Homemade ~~Bank,~~Meals ~~New~~was ~~Jersey~~to terminate the exclusivity and non-compete agreement between the celebrity chef and Homemade Meals, onthereby ~~July~~enabling 20the celebrity chef to execute the License Agreement with the Company. At the time of execution of the Member Agreement, ~~2011~~Homemade Meals held no significant assets and had no business operations. The Company recorded the shares given to the celebrity chef and the members of Homemade Meals as two separate transactions.

~~APPS~~On ~~GENIUS~~February ~~CORP.~~22, ~~By:~~2022 (“Effective Date”), the Company and Mini Melanie, LLC (f/s/~~Adam~~o ~~Kotkin~~Chef ~~Adam~~Melanie ~~Kotkin~~Moss (“MM”)) (collectively as “Parties”), ~~Chief~~entered ~~Executive~~into ~~Officer~~a Joint Product Development and Distribution Agreement (“Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of desserts (“Moss Deserts”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year from the Effective Date. For the use of MM and all associated intellectual property for the benefit of the Moss Deserts, the Company shall pay to MM 5% of all Net Revenue generated from the sale of Moss Deserts (“MM Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Moss Deserts less discounts and returns. The MM Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the MM Royalty was earned.

InOn ~~accordance~~March 25, 2022, the Company’s Board of Directors (“Board”) appointed Camille May as Chief Financial Officer of the Company. Ms. May, 34, joined the Company in October 2021 in connection with the ~~requirements~~acquisition of Model Meals LLC. She was a co-founder and chief financial officer of Model Meals since January 2015. In connection with the ~~Securities~~appointment, ~~Act~~the Board approved an employment agreement with Ms. May, which provides for an annual salary of ~~1933~~$120,000, ~~this~~a ~~Registration~~grant ~~Statement~~of onfive ~~Form~~year ~~S-1~~warrants ~~has~~to ~~been~~purchase ~~signed~~250,000 byshares of common stock of the ~~following~~Company ~~persons~~at an exercise price of $0.001 per share, a performance-based bonus of up to $45,000 in ~~the~~cash ~~capacities~~and up to 100,000 shares of common stock upon attainment of certain performance targets specified therein, and onweekly meal packages of up to 16 meals at no cost. The employment agreement has a two-year initial term and provides that her employment may only be terminated by the ~~dates~~Company ~~indicated~~for cause.

Signature	Title	Date
/s/Adam Kotkin	Chief Executive Officer	July 20, 2011
Adam Kotkin
/s/Adam Wasserman	Principal Financial Officer, Controller and Principal Accounting Officer	July 20, 2011
Adam Wasserman

In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by a majority of the board of directors and on the dates indicated.

	Signature			Date
	/s/Adam Kotkin			July 20, 2011
	Adam Kotkin

~~APPS~~Results ~~GENIUS~~of ~~CORP~~Operations

(AFor ~~DEVELOPMENT~~the ~~STAGE~~Three ~~COMPANY)~~and Nine Months Ended July 31, 2022 and 2021

~~FINANCIAL~~Product ~~STATEMENTS~~Sales

~~December~~During the three months ended July 31, ~~2010~~2022 and 2021, ~~2009~~product sales were $619,187 and $408,821, respectively, an increase of $210,366 or 51.5%.

F-During the nine months ended July 31, 2022 and 2021, product sales were $2,164,248 and $1,135,872, respectively, an increase of $1,028,376 or 90.5%.

~~APPS~~Cost ~~GENIUS~~of ~~CORP~~Sales

(AThe ~~DEVELOPMENT~~primary ~~STAGE~~components ~~COMPANY)~~of cost of sales are raw materials and direct kitchen labor, shipping and handling costs, packaging costs, and with the introduction of the Company’s celebrity chef program in the fourth quarter of 2020, it now incurs associated royalty fees. During the three months ended July 31, 2022 and 2021, the Company had total cost of sales of $707,346 and $371,118, respectively, an increase of $336,228, or 90.6%. The increase was due to an increase in direct kitchen labor, royalty fees and packaging expenses.

~~FINANCIAL~~During ~~STATEMENTS~~the nine months ended July 31, 2022 and 2021, the Company had total cost of sales of $2,069,942 and $951,440, respectively, an increase of $1,118,502, or 117.6%. The increase was due to an increase in direct kitchen labor, royalty fees and packaging expenses.

~~December~~Operating ~~31, 2010 and 2009~~Expenses

~~CONTENTS~~For the three and nine Months Ended July 31, 2022 and 2021, operating expenses consisted of the following:

Report of Independent Registered Public Accounting Firm	F-2
		Three Months Ended July 31,				Nine Months Ended July 31,
Financial Statements:
		2022		2021		2022		2021
Balance Sheets – As of December 31, 2010 and 2009	F-3
Compensation and related expenses		$	273,348	$	111,406	$	1,265,025	$	277,228
Statements of Operations - For the Year Ended December 31, 2010, for the Period from December 17, 2009 (Inception) to December 31, 2009 and for the Period from December 17, 2009 (Inception) to December 31, 2010	F-4
Professional and consulting expenses			371,451		756,886		3,439,253		1,279,609
Statements of Changes in Stockholders’ Equity - For the Year Ended December 31, 2010, for the Period from December 17, 2009 (Inception) to December 31, 2009 and for the Period from December 17, 2009 (Inception) to December 31, 2010	F-5
Professional and consulting expenses – related party			57,500		-		117,500		-
Statements of Cash Flows – For the Year Ended December 31, 2010, for the Period from December 17, 2009 (Inception) to December 31, 2009 and for the Period from December 17, 2009 (Inception) to December 31, 2010	F-6
Product development expense			99,063		-		370,677		-
Notes to Financial Statements	F-7 to F-16
Selling and marketing expenses			368,344		96,732		956,413		307,980
General and administrative expenses			394,032		108,779		1,229,076		262,523
Settlement expense			365,140		-		365,140		-
Total		$	1,928,878	$	1,073,803	$	7,743,084	$	2,127,340

Compensation and Related Expenses

During the three months ended July 31, 2022 and 2021, compensation and related expenses amounted to $273,348 and $111,406, respectively, an increase of $161,942 or 145.4%. The increase was primarily attributable to an increase in executive salary in 2022.

During the nine months ended July 31, 2022 and 2021, compensation and related expenses amounted to $1,265,025 and $277,228, respectively, an increase of $987,797 or 356.3%. The increase was primarily attributable to an increase of $349,810 stock-based compensation and increase in executive salary in 2022.

Professional and Consulting Expenses:

During the three months ended July 31, 2022 and 2021, professional and consulting expenses amounted to $371,451 and $756,886, respectively, a decrease of $385,435 or 50.9%. The decrease was primarily due an decreased stock-based compensation of $450,000, a decrease in accounting fees of $1,635, and a decrease in investor relations fee of $124,632, offset by an increase in consulting fees of $18,922, an increase in filing fees of $21,266 and an increase in legal fees of $150,644.

During the nine months ended July 31, 2022 and 2021, professional and consulting expenses amounted to $3,439,253 and $1,279,609, respectively, an increase of $2,159,644 or 168.8%. The increase was primarily due an increase in stock-based compensation of $1,643,591 related to common stock issued for lock up and leak out agreements and Common Stock issued for services and prepaid services, an increase in consulting fees of $121,284, an increase in accounting fees of $128,380, an increase in legal fees of $265,760, and an increase of filing fees of $35,803, offset by a decrease in investor relations fee of $35,174.

Professional and Consulting Expenses – Related Party:

During the three and nine months ended July 31, 2022, professional and consulting expenses for related parties amounted to $57,500 and $117,500, respectively. We did not incur professional and consulting expenses for related parties during the 2021 periods. We entered into a consulting agreement with a related party, dated October 1, 2021 which provides for $10,000 monthly consulting fee. Additionally, on May 1, 2022, the Company issued as consideration to a related party stockholder 25,000 shares of common stock with grant date fair value of $27,500, or $1.10 per share, based on the market price of common stock on grant date, for the stockholder’s execution of a Lock-Up & Leak Out Agreement. In connection with this issuance, on May 1, 2022, the Company recorded stock-based professional fees of $27,500.

Product Development Expenses

During the three months ended July 31, 2022 and 2021, product development expenses amounted to $99,063 and $0, respectively, an increase of $99,063, or 100%. The product development expense in the 2022 period was primarily due to the amortization of the deferred compensation resulting from common stock issued in connection with the product development agreements.

During the nine months ended July 31, 2022 and 2021, product development expenses amounted to $370,677 and $0, respectively, an increase of $370,677, or 100%. The product development expense in the 2022 period was primarily due to the amortization of the deferred compensation resulting from common stock issued in connection with the product development agreements.

Selling and Marketing Expenses

During the three months ended July 31, 2022 and 2021, selling and marketing expenses amounted to $368,344 and $96,732, respectively, an increase of $271,612, or 280.8%. The increase was primarily due to the expansion of our multi-channel digital marketing strategy to further promote our celebrity chef program.

During the nine months ended July 31, 2022 and 2021, selling and marketing expenses amounted to $956,413 and $307,980, respectively, an increase of $648,433, or 210.5%. The increase was primarily due to the expansion of our multi-channel digital marketing strategy to further promote our celebrity chef program in and acquisition of Model Meals in July 2021.

General and Administrative Expenses

During the three months ended July 31, 2022 and 2021, general and administrative expenses amounted to $394,032 and $108,779, respectively, an increase of $285,253, or 262.2%. The increase was primarily due to an increase in depreciation and amortization expense of $245,899 and an increase in kitchen related expenses of $39,354.

During the nine months ended July 31, 2022 and 2021, general and administrative expenses amounted to $1,229,076 and $262,523, respectively, an increase of $966,553, or 368.2%. The increase was primarily due to an increase in depreciation and amortization expense of $755,813 primarily related to the amortization of intangible assets acquired in July 2021, an increase in kitchen related expenses of $12,135, an increase in rent of $79,469, an increase in utilities of $25,054, an increase in travel expenses of $26,500 and a net increase in other general and administrative expenses of $67,582.

Settlement Expenses

During the three and nine months ended July 31, 2022, settlement expenses amounted to $365,140. We did not incur settlement expenses during the 2021 periods. On June 30, 2022, pursuant to a stock repurchase and settlement agreement and a lock-up and settlement agreement, the Company issued an aggregate of 585,000 shares of its common stock with grant date fair value of 169,650, or $0.29 per share, based on the market price of common stock on grant date, for the stockholders’ execution of a Lock-Up & Leak Out Agreement. In connection with these agreements, the Company recorded settlement expense of $185,344.

In addition, on June 30, 2022, in connection with a lock-up and leak out settlement agreement, the Company issued 674,100 shares of its common stock in connection with the cashless exercise of 674,100 warrants and no cash consideration. The 674,100 warrants had grant date fair value of $194,490 or $0.29 per share based on the market price of common stock on grant date. In connection with this cashless exercise of warrants, the Company recorded settlement expenses of $194,490.

Loss from Operations

During the three months ended July 31, 2022 and 2021, loss from operations amounted to $2,017,037 and $1,036,100, respectively, an increase of $980,937, or 94.7%. The increase was due to the changes discussed above.

During the nine months ended July 31, 2022 and 2021, loss from operations amounted to $7,648,778 and $1,942,908, respectively, an increase of $5,705,870, or 293.7%. The increase was due to the changes discussed above.

Other Income (Expense), net

During the three months ended July 31, 2022 and 2021, other expense, net amounted to $270,638 and $341,325, respectively, a decrease of $70,687, or 20.7%. The change was primarily due to a decrease in interest expense of $178,101 resulting from a decrease in average outstanding convertible notes in 2022, offset by a decrease in gain from change in fair value of derivative liabilities of $92,660 and offset by a decrease in gain on extinguishment of accounts payable of $14,754.

During the nine months ended July 31, 2022 and 2021, other expense, net amounted to $588,716 and $596,642, respectively, a decrease of $7,926, or 1.3%. The change was primarily due to a decrease in interest expense of $263,957 resulting from a decrease in average outstanding convertible notes in 2022, offset by a decrease in gain from change in fair value of derivative liabilities of $207,573, a decrease in gain on extinguishment of accounts payable of $14,754 and a decrease in gain on extinguishment of debt of $33,704.

Net Loss

During the three months ended July 31, 2022 and 2021, we had a net loss of $2,287,675 and $1,377,425, respectively, an increase of $910,250, or 66.1%. The increase was due to the changes discussed above. For the three months ended July 31, 2022 and 2021, net loss attributable to common shareholders, which included a deemed dividend related to the cashless exercise and settlement of warrants of $2,578,446 and $0, amounted to $4,866,121, or $(0.12) per basic and diluted common share, and $(1,377,425), or $(0.06) per basic and diluted common share, respectively.

During the nine months ended July 31, 2022 and 2021, we had a net loss of $8,237,494 and $2,539,550, respectively, an increase of $5,697,944, or 224.4%. The increase was due to the changes discussed above. For the nine months ended July 31, 2022 and 2021, net loss attributable to common shareholders, which included a deemed dividend related to the cashless exercise and settlement of warrants of $2,578,446 and $0, amounted to $10,815,940, or $(0.28) per basic and diluted common share, and $2,539,550, or $(0.12) per basic and diluted common share, respectively.

For the Ten Months Ended October 31, 2021 and Ten Months Ended October 31, 2020 (Unaudited)

Product Sales

During the ten months ended October 31, 2021 and 2020, revenues amounted to $1,644,208 and $1,083,212, respectively, an increase of $560,966 or 52%. The increase primarily resulted from the acquisition of Model Meals in July 2021 and introduction of the Company’s celebrity chef program in December 2020.

Cost of Sales

Since the Company implemented its own kitchen operations in July 2020, its primary components of cost of sales are raw materials and direct kitchen labor and, with the introduction of the Company’s celebrity chef program in December 2020, it now incurs associated royalty fees.

During the ten months ended October 31, 2021 and 2020, the Company had total cost of sales of $1,447,901 and $678,574, respectively, an increase of $769,327 or 113%. The increase was due to the Company’s decision to conduct a trial test of free shipping and increase in direct kitchen labor. With the completion of the test, the Company is assessing its results. The primary increase in 2021 was due to increase in royalty fees of $144,767 of associated with the Company’s celebrity chef program and increase in kitchen expense of $203,965.

Operating Expenses

For the ten months ended October 31, 2021 and ten months ended October 31, 2020 (unaudited), operating expenses consisted of the following:

	Ten Months Ended October 31,
	2021		2020
			(Unaudited)
Compensation and related expenses	$	3,338,022	$	506,184
Professional and consulting expenses		2,979,610		403,652
Professional and consulting expenses – related party		1,366,507		—
Product development expense		3,036,286		360,000
Selling and marketing expenses		835,723		161,859
General and administrative expenses		527,818		153,720
Total	$	12,083,966	$	1,585,415

Compensation and related expenses:

During the ten months ended October 31, 2021 and 2020, compensation and related expenses amounted to $3,338,022 and $506,184, respectively, an increase of $2,831,838 or 559%. The increase was primarily attributable to an increase in employee stock-based compensation in 2021 of $2,555,548, increase in compensation of $205,151 related to Model Meals which was acquired in July 2021 and increase in compensation related expenses of $71,140.

Professional and consulting expenses:

During the ten months ended October 31, 2021 and 2020, professional and consulting expenses amounted to $2,979,610 and $403,652, respectively, an increase of $2,575,958 or 638%. The increase was primarily due to increases in stock-based compensation to consultants of $1,738,490, increase in consulting fee of $207,208, increase in accounting fees of $73,714, increase in public relations fee of $703,836, offset by a decrease in legal fees of $147,289.

Professional and consulting expenses – related party:

During the ten months ended October 31, 2021 and 2020, professional and consulting expenses – related party amounted to $1,366,507 and $0, respectively, an increase of $1,366,507 or 100%. In October 2021, the Company and Michael Novielli through Dutchess Capital Partners, LLC, entered into a consulting agreement. Michael Novielli currently serves as a member of the Board. Pursuant to the consulting agreement, Dutchess Capital received warrants with a grant date fair value of $1,356,507 for past services provided and will receive and monthly consulting fee of $10,000.

Product development expense:

During the ten months ended October 31, 2021 and 2020, product development expenses amounted to $3,036,286 and $360,000, respectively, an increase of $2,676,286 or 743%. The increase was primarily due to stock-based compensation of $69,219 in connection with joint development agreements and shares of Common Stock with a fair value of $2,969,334 issued as compensation to terminate an exclusivity and non-compete agreement in order to execute a license agreement with a celebrity chef.

Selling and marketing expenses:

During the ten months ended October 31, 2021 and 2020, selling and marketing expenses amounted to $835,723 and $161,859, respectively, an increase of $673,864 or 416%. The increase was primarily due increase in marketing activities in 2021 related our celebrity chef program in December 2020.

General and administrative expenses:

During the ten months ended October 31, 2021 and 2020, general and administrative expenses amounted to $527,818 and $153,720, respectively, an increase of $374,098 or 243%. The increase was primarily due to an increase in rent for a kitchen facility of $125,737, increase in other kitchen expense of $17,866, increase in depreciation and amortization expense of $122,192, increase in transfer agent fees of $37,639, increase in travel expense of $68,260.

Operating Loss from Continuing Operations

During the ten months ended October 31, 2021 and 2020, operating loss from continuing operations amounted to $11,887,659 and $1,180,777, respectively, an increase of $10,706,882 or 907%. The increase was due to the changes discussed above.

Other Income (Expense)

During the ten months ended October 31, 2021 and 2020, other expense, net $914,616 and $3,783, respectively, an increase of $910,833 or 24,077%. The change was primarily due to increase interest expense of $1,245,873, increase in gain on change in fair value of derivative liabilities of $289,874, increase in gain on extinguishment of debt of $26,629, increase in gain on forgiveness of debt of $14,754 off set by a decrease in other income of $5,000 related to a grant received from the SBA in light of the impact of the COVID-19 pandemic in 2020.

Loss from Continuing Operations

During the ten months ended October 31, 2021, we had a loss from continuing operations of $12,802,275 or $(0.56) per common share (basic and diluted), compared to a loss from continuing operations of $1,184,560 or $(0.07) per common share (basic and diluted) for the ten months ended October 31, 2021, an increase of $11,617,715 or 981%. The increase was due to the changes discussed above.

Income from Discontinued Operations

During the ten months ended October 31, 2021, we had income from discontinued operations of $0 compared to income from discontinued operations of $38,203 for of the ten months ended October 31, 2021, a decrease of $38,203 or 100%. The decrease was due to the Merger and disposal of the RTD Business segment in 2020.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $2,936,693 and cash of $71,613 as of July 31, 2022 and a working capital deficit of $318,797 and cash of $2,275,397 as of October 31, 2021.

	July 31, 2022			October 31, 2021			Change			Percentage Change
Working capital deficit:
Total current assets	$	227,729		$	2,372,058		$	(2,144,329	)		90	%
Total current liabilities		(3,164,422	)		(2,690,855	)		(473,567	)		18	%
Working capital deficit:	$	(2,936,693	)	$	(318,797	)	$	(2,617,896	)		821	%

The increase in working capital deficit was primarily attributable to a decrease in current assets of $2,144,329 and a decrease in current liabilities of $473,567, due to the use of cash in operations, the amortization of intangible assets, and a net increase in of convertible notes.

Cash Flows

The following table provides detailed information about our net cash flows as of the nine months ended July 31, 2022 and July 31,2021, and the ten months ended October 31, 2021 and 2020:

	Nine Months Ended July 31,						Ten Months Ended October 31,
	2022			2021			2021			2020
Net cash used in operating activities		(3,343,172	)		(1,489,863	)	$	(2,771,676	)	$	(226,337	)
Net cash provided by investing activities		(11,750	)		(187,075	)		(227,824	)		1,749
Net cash provided by (used in) financing activities		1,151,138			2,055,789			4,827,543			274,533
Net change in cash		(2,203,784	)		378,851		$	1,828,043		$	49,945

We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during fiscal year 2022. This raises substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan and generate sufficient revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

For the Three and Nine Months Ended July 31, 2022 and 2021

Net Cash Used in Operating Activities

Net cash used in operating activities for the nine months ended July 31, 2022 and 2021, were $3,343,172 and $1,489,863, respectively, an increase of $1,853,309, or 124%.

Net cash used in operating activities for the nine months ended July 31, 2022 primarily reflected our net loss of $8,237,494 adjusted for the add-back on non-cash items such as depreciation and amortization expense of $851,833, total stock-based compensation, professional fees and product development fees of $3,016,326, amortization of debt discount of $426,495, settlement expense from the issuance of common stock of $365,140, non-cash interest expense of $83,058 related to put premium on stock-settled debt, a gain on change in fair value of derivative liability of $55,855, and changes in operating assets and liabilities consisting of an increase of inventory of $31,114, an increase in prepaid expenses and other current assets of $28,341, an increase in accounts payable of $280,791, an increase in unredeemed gift cards of $69,720 offset by a decrease in accrued expense and other liabilities of $113,610.

Net cash used in operating activities for the nine months ended July 31, 2021 primarily reflected our net loss of $2,539,550 adjusted for the add-back on non-cash items such as depreciation expense of $10,390, stock-based compensation and professional fees for services of $636,221, gain on extinguishment of accounts payable of $7,075, gain on extinguishment of debt of $41,241, amortization of debt discount of $817,922, gain on change in fair value of derivative liability of $289,351, and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $50,406, an increase in accounts payable of $28,955 and an increase in unredeemed gift cards of $19,836, offset by a decrease in accrued expense and other liabilities of $73,998.

Net Cash Used in Investing Activities

Net cash used in investing activities the nine months ended July 31, 2022 and 2021, were $11,750 and $187,075, respectively, a decrease of $175,325, or 94%.

Net cash used by investing activities for the nine months ended July 31, 2022 consisted of purchase of property and equipment in the amount of $11,750.

Net cash used by investing activities for the nine months ended July 31, 2021 consisted of purchase of property and equipment in the amount of $127,075 and a payment of $60,000 for the acquisition of Model Meals.

Net Cash Provided by Financing Activities

Net cash provided by financing activities the nine months ended July 31, 2022 and 2021, were $1,151,138 and $2,055,789, respectively, a decrease of $907,388, or 44%.

Net cash provided by financing activities for the nine months ended July 31, 2022 consisted of net proceeds from sale of common stock of $1,368,492, net proceeds from advances payable of $322,502, and net proceeds from convertible notes of $790,500, offset by repayments of convertible notes payable of $998,054, repayments of advances payable of $219,233, the payment of a stock repurchase agreement of $50,000, and repayment of convertible note – related party of $63,069.

Net cash provided by financing activities for the nine months ended July 31, 2021 consisted of net proceeds from the sale of common stock of $866,770, net proceeds from note payable of $7,000, net proceeds from convertible note payable of $1,647,300, net proceeds from related party convertible note payable of $100,000, net proceeds from advances payable of $274,040, offset by repayments of convertible notes payable of $652,667 and repayments of advances payable of $186,654.

For the Ten Months Ended October 31, 2021 and 2020

Net Cash Used in Operating Activities

Net cash used in operating activities for the ten months ended October 31, 2021 and 2020, were $2,771,676 and $226,337, respectively, an increase of $2,545,339 or 1,125%.

Net cash used in operating activities for the ten months ended October 31, 2021 primarily reflected our net loss of $12,802,275 adjusted for the add-back of non-cash items such as depreciation and amortization expense of $122,368, stock-based compensation of $6,196,844, stock-based compensation of $2,969,334 to terminate an exclusivity and non-compete agreement in order to execute a license agreement with a celebrity chef, amortization of debt discount of $1,012,554, offset by gain on extinguishment of debt and accounts payable of $26,629, gain from change in fair value of derivative liabilities $289,874, gain on forgiveness of debt of $14,754 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $47,053, an increase in unredeemed gift cards of $29,341 and an increase in accounts payable of $129,389 offset by a decrease in accrued expense and other liabilities of $55,664 and a decrease in inventory of $4,743.

Net cash used in operating activities for the ten months ended October 31, 2020 primarily reflected our net loss of $1,146,357 adjusted for the add-back of non-cash items such as depreciation and amortization expense of $176, stock-based compensation of $812,109 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $14,319, increase in accounts payable of $4,725, increase in accrued expense and other liabilities of $111,867 an increase in unredeemed gift cards of $5,462.

Net Cash Provided by (Used In) Investing Activities

Net cash provided by (used in) investing activities for the ten months ended October 31, 2021 and 2020, were $(227,824) and $1,749, respectively, an increase of $229,573 or 13,126%.

Net cash (used by) investing activities for the ten months ended October 31, 2021 consisted of cash consideration for an acquisition of a subsidiary of $60,000 and purchases of property and equipment of $167,824.

Net cash provided by investing activities for the ten months ended October 31, 2020 consisted of cash acquired from an acquisition of $4,917 offset by purchases of property and equipment of $3,168.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the ten months ended October 31, 2021 and 2020, were $4,827,543 and $274,533, respectively, an increase of $4,553,010 or 1,658%.

Net cash provided by financing activities for the ten months ended October 31, 2021 consisted of net proceeds from sale of Common Stock of $4,368,796, net proceeds from convertible notes payable of $1,581,450, proceeds from convertible note payable – related party of $100,000, net proceeds from advances payable of $332,900 offset by repayments of convertible notes payable of $1,195,920, repayments of advances payable of $312,752 and repayment of convertible note – related party of $46,931.

Net cash provided by financing activities for the ten months ended October 31, 2020 consisted of proceeds from sale of Common Stock of $100,006, proceeds from notes payable of $164,612, proceeds from advances payable of $59,000 offset by repayments of note payable – in default and repayments advances payable in total amount of $3,738 and $45,347, respectively.

Cash Requirements

We are dependent on our product sales to fund our operations and may require the sale of additional Common Stock and preferred stock to maintain operations. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans, and/or financial guarantees.

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended July 31, 2022, the Company had a net loss and cash used in operations of $8,237,494 and $3,343,172, respectively. On July 31, 2022, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $(29,951,604), $1,383,704 and $(2,936,693), respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this prospectus. The Company’s primary source of operating funds is primarily from the sale of common stock and the issuance of convertible debt notes. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this prospectus. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements. We believe the critical accounting policies in Note 2 to the consolidated financial statements appearing in our audited financial statements for the ten months ended October 31, 2021 and the year ended December 31, 2020 included in this prospectus, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Use of Estimates

The preparation of the financial statements in conformity with U.S. 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 date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of July 31, 2022, October 31, 2021 and December 31, 2020 include the assumptions used in the redemption recognition method for unredeemed gift cards, useful life of property and equipment and intangible assets, valuation of right-of-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities.

Fair Value of Financial Instruments and Fair Value Measurements

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on July 31, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

	Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

	Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

	Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments.

Derivative Liabilities

The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, the amendments in Part I of the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

Revenue Recognition

The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred, it is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges.

Customers can purchase gift cards via phone or online through the Company’s e-commerce website. Gift card purchases are initially recorded as unredeemed gift card liabilities and are recognized as product sales upon redemption. Historically, the majority of gift cards are redeemed within two years of issuance. The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date.

Based on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed. The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns.

Inflation and Changing Prices

Neither inflation nor changing prices for the nine months ended July 31, 2022 or the transition period ended October 31, 2021 had a material impact on our operations.

Off-Balance Sheet Arrangements

None.

DESCRIPTION OF BUSINESS

Company Overview

Home Bistro, Inc. (formerly known as Gratitude Health, Inc.) was incorporated in the State of Nevada on December 17, 2009. The Company is in the business of providing prepackaged and prepared meals to consumers focused on offering a broad array of the highest quality meal planning, delivery, and preparation services. The Company’s primary former operations were in the business of manufacturing, selling, and marketing functional RTD (Ready to Drink) beverages sold under the Company’s trademark (the “RTD Business”). The RTD Business was disposed on September 25, 2020 as discussed below.

Acquisition of Home Bistro Holdings and Disposal of the Discontinued Operations of the RTD Business

Home Bistro, Inc. was formed on April 9, 2013 as a Delaware corporation, under the name DineWise, LLC. On December 1, 2014, it underwent a statutory conversion filed under Section 8-265 of the Delaware Code to convert from a limited liability company to a corporation and changed its name to Home Bistro, Inc.

On September 22, 2020, Home Bistro, Inc. filed a Certificate of Conversion to a Non-Delaware Entity Delaware Secretary State to file a statutory conversion under Section 266 of the Delaware General Corporation Law to convert its state of domicile from Delaware to Nevada and simultaneously filed an Articles of Conversion Nevada Secretary of State for the same and changed its name from Home Bistro, Inc. to Home Bistro Holdings, Inc., each effective as of September 30, 2020.

Home Bistro Holdings provides prepackaged and prepared meals as a solution for time-constrained but discerning consumers focused on satisfying every member of the family by offering a broad array of the highest quality meal delivery and preparation services. Products are gourmet meals delivered fresh-frozen directly to the home.

Agreement and Plan of Merger

On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company, also referred to herein as Merger Sub, and Home Bistro, Inc., a privately-held Delaware corporation engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation), also referred to herein also Home Bistro Holdings, entered into the Merger Agreement, pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger, also referred to herein as the Merger. Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020.

Disposal of Discontinued Operations of the RTD Business

On September 25, 2020, pursuant to the Asset Purchase Agreement, among other things, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its RTD Business, and the buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business.

The Products and Packaging

The Company is a direct-to-consumer business that creates and distributes ready-made, celebrity chef-inspired gourmet meals, its own private label brand meals and Model Meals, a Whole30 and Paleo approved, ready-to-eat, meal prep service. The Company also markets high quality frozen meats, fish and poultry to consumers under its Colorado Prime and Prime Chop brands. The Company’s meals are freshly prepared, and skin-packaged in its facility located in Miami, Florida, and delivered fresh to its customers. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products fresh during transport. Once delivered, the meals can be heated using a microware cooker or hot water for consumption within minutes and with little to no preparation and minimal cleanup.

In addition to its diverse menu of gourmet meals, the Company has also partnered with the following world-renowned chefs to offer a selection of each chef’s specialty cuisine (the “Celebrity Chef Program”). The Company launched its Celebrity Chef Program with Iron Chef, Cat Cora and has since expanded to TV Host and Best-Selling Cookbook Author Ayesha Curry, “Hungry Fan” celebrity chef, Daina Falk, “Master Chef” Claudia Sandoval, “Top-Chef All-Star” Richard Blais, “Vegan + Sustainable” Chef Priyanka Naik, Celebrity Pastry and Dessert Chef Melanie Moss The Company plans to continue expanding it celebrity chef program to include gourmet cuisine from other notable celebrity chefs around the world. In doing so, the Company intends to create a virtual food emporium through which it will offer consumers an internationally diversified online selection of fully cooked gourmet meals.

Market Information and the Value Chain and Routes to Market

Meal-Kits vs. Third-Party Delivery vs. Prepared Meals

The prepared, heat-to-eat providers in the meal delivery segment (in which Home Bistro operates) ship fresh and fresh-frozen, fully cooked meals direct-to-consumer. On average, these meals require heating for only three to five minutes using a microwave or sous vide machine. The experience is extremely convenient, requires very little cleanup and delivers a gourmet meal prepared by a professional chef. Consumers can order one meal or several meals, which can be stored and heated when desired.

Production

Until mid-2020, the Company used third-party co-packers to cook, package, fulfill and ship its meals to its customers. In June, Home Bistro entered into a lease for commercial kitchen facilities, hired and trained professional chefs and implemented its own fulfillment operations. By managing its own food production and fulfillment, Home Bistro expects to be able to improve its competitive position, while expanding its gross profit and operating margins. It will provide the Company with significantly greater flexibility to create and introduce new menu items, including the expansion of its Celebrity Chef Program, and react to dynamics of a developing marketplace.

Competition

In the direct-to-consumer prepared meal home delivery market segment, our competition is extensive and includes larger more established companies such as Jenny Craig, WW International, Nutrisystem, Freshly and Factor 75 which have significantly greater financial, technical, sales and marketing resources than the Company, as well as numerous smaller independent providers like, Snap Kitchen, Trifecta, Fresh & Lean, Icon Meals, Real Eats and Flex Pro Meals. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand. In addition, we believe the competition for consumers seeking ready-made gourmet meals (such as Home Bistro) is less intensive than other niches such as weight loss, high protein, keto, or paleo.

In the direct-to-consumer, high quality meats and seafood market segment, our competition is extensive and includes larger more established companies such as Omaha Steaks, Kansas City Steak Company and Snake River Farms which have significantly greater financial, technical, sales and marketing resources than the Company, as well as Butcher Block, D’Artagnan and Crowd Cow. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand.

Home Bistro’s online competition consists primarily of national and local service providers, point-of-sale module vendors that serve some independent restaurants who have their own standalone websites and the online interfaces of restaurants that also offer takeout. The Company also competes for diners with online competitors on the basis of convenience, control, and customer care. For restaurants, Home Bistro competes with other online platforms based on its ability to generate additional orders, manage challenges such as customization, change orders, menu updates and specials and the ability to help them improve their operational efficiency.

Government Regulation

We are subject to labor and employment laws, import and trade restrictions laws, laws governing advertising, privacy and data security laws, safety regulations and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of stores and warehouse facilities. In the United States, we are subject to the regulatory authority of, among other agencies, the Federal Trade Commission (“FTC”) and U.S. Food and Drug Administration (“FDA”). We will employ a number of external resources to assist us in complying with our regulatory obligations. These external resources will include outside technology providers and consultants. As we expand our business, we will be required to raise additional capital to cover the expected increase in costs to hire and train additional internal and external resources to ensure we remain in substantial compliance with our governmental obligations. We monitor changes in these laws and believe that we are in material compliance with applicable laws.

Trademarks

We own trademarks relating to the Home Bistro name, including trademarks with the serial numbers 86636971 and 86636968.

Employees

As of September 22, 2022, Home Bistro had 13 full-time employees. None of these employees are represented by collective bargaining agreements and the Company considers it relations with its employees to be good.

LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors and Executive Officers

The following table sets forth the names, positions and ages of our directors and executive officers as of the date of this prospectus.

Name	Age	Position
Zalmi Duchman	42	Chief Executive Officer and Secretary and Director
Camille May	34	Chief Financial Officer
Michael Finkelstein	68	Director
Michael Novielli	57	Director

Biographical information concerning the directors and executive officers listed above is set forth below. The information presented includes information each individual has given us about all positions they hold and their principal occupation and business experience for the past five years. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes, and skills that led our board to conclude that he should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty, and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

Zalmi Duchman. Mr. Duchman has been the Company’s Chief Executive Officer and Secretary, and a member of the Board of Directors of the Company since April 20, 2020. Mr. Duchman also serves as the Chief Executive Officer of the Company’s wholly owned subsidiary Home Bistro Holdings since March 2018 and a member of its Board of Directors since March 2018. Mr. Duchman founded The Fresh Diet, Inc. in 2005 and served as its Chief Executive Officer until July 2013 and its Chairman of the Board from July 2013 until its August 2014 acquisition. Mr. Duchman and The Fresh Diet, Inc. have earned numerous prestigious accolades over the years, including making the Inc. 500 list consecutively in 2010, 2011 and 2012, the Forbes Top 20 Most Promising U.S. Companies List in 2011 and 2012, as well as being an Ernst & Young Entrepreneur of the Year nominee in both 2009 and 2011. The Miami Herald named Duchman as one of Miami’s leading “20 under 40”. Mr. Duchman is well qualified to serve as the Chief Executive Officer due to his extensive experience in the management and operation of companies in the Company’s industry, and his previous leadership experience as an entrepreneur, chairman and chief executive officer.

Michael Finkelstein. Mr. Finkelstein has been a member of Board of Directors of the Company since April 20, 2020. From 2013 to present, Mr. Finkelstein has consulted with family offices in New York City and Europe as a reorganization and problem-solving specialist and has founded and run a high-quality catering business. From 2003 to 2013, Michael co-founded a “pipe fund” with a U.S. partner which grew at its peak into a $100 million dollar entity and was liquidated in 2013. His public accounting, financial and taxation experience is primarily derived from his time at Arthur Andersen & Co. where he rose to the high level of income tax manager. Mr. Finkelstein became one of Canada’s top producing investment advisors after departing public accounting and was a multiple award winner at his firm in the investment services business. Michael is a graduate of McGill University with a Major in Economics. Michael received his diploma in public accounting after his B.A. at McGill and successfully completed the chartered accountancy exams in Canada. Mr. Finkelstein is well qualified to serve as a member of the Board of Directors of the Company due to his extensive experience in the financial and accounting industries.

Michael Novielli. Mr. Novielli has been a member of the Company’s Board of Directors since April 20, 2020. Mr. Novielli co-founded Dutchess Capital in 1996 and is a GP principal and member of the firm’s Investment Committee. He co-manages the firm’s investments, “pre-IPO” strategy and corporate advisory practice, and serves on the board of directors of select portfolio companies. Mr. Novielli helped engineer the firm’s previous expansion into Europe, Asia, Australia and Latin America, and managed restructurings and workouts of its distressed portfolio, which included corporate divestitures, asset sales, ABCs and bankruptcies. He has 30+ years’ experience in asset management, corporate finance and advisory, and investment banking. Mr. Novielli began his financial services career with PaineWebber and held previous positions in corporate accounting and finance with a Fortune 100 company. He graduated with a BS in Business from the University of South Florida and completed post-graduate Business studies at Colorado State University. Mr. Novielli is well qualified to serve as a member of the Board of Directors of the Company due to his extensive financial and investment experience.

Camille May. Ms. May has served as our Chief Financial Officer since March 25, 2022. She joined the Company in October 2021 following the Company’s acquisition of Model Meals. Ms. May was a co-founder of Model Meals and had served as its chief financial officer since January 2015. Ms. May graduated with a BBA in Finance from the Leeds School of Business at the University of Colorado. Ms. May is well qualified to serve as the Chief Financial Officer due to her experience in the management and operation of companies in the Company’s industry, and her previous leadership experience as a chief financial officer and co-founder of Model Meals.

Involvement in Certain Legal Proceedings

Zalmi Duchman is the founder of Fresh Diet Inc. (“Fresh Diet”). On or around July 29, 2016, Fresh Diet undertook an assignment of all of its assets to Seth Heller, as assignee for the benefit of Fresh Diet’s creditors (“Fresh Diet Assignee”). On August 1, 2016, Fresh Diet Assignee initiated state-level insolvency proceedings on behalf of Fresh Diet (an assignment for the benefit of creditors), captioned In re The Fresh Diet, Inc., Case No. 2016-019789-CA-01 (Fla. 11th Cir. Ct.) before the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.

Except as set forth above, to the best of our knowledge, none of our directors, executive officer or promoter and control person (as identified under “Certain Relationships and Related Transactions”) has, during the past ten years:

●

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

●

been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

●

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

●

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

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

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Board Committees, Compensation Committee Interlocks and Insider Participation

At the present time the duties of an Audit Committee, Nominating and Governance Committee and Compensation Committee (including with respect to setting executive officer compensation) are performed by the Board as a whole. Prior to the completion of this offering, our Board will form an Audit Committee, Nominating and Governance Committee and Compensation Committee. We will adopt charters for such committees, as well as other corporate governance guidelines, prior to the closing of this offering in accordance with the applicable requirements of the SEC and The NASDAQ Capital Market. Each committee will consist of three directors. All of the directors of our Audit Committee will be independent directors, as defined by the listing standards of The NASDAQ Capital Market. The Compensation Committee will be composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors.

Family Relationships

None of the directors and officers is related to any other director or officer of the Company.

Board Oversight in Risk Management

Our Chief Executive Officer, who is our principal executive officer, also serves on the Board of Directors, and we do not have a lead director. In the context of risk oversight, we believe that our selection of one person to serve in both positions provides the Board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the Board. The business and operations of our Company are managed by our Board as a whole, including oversight of various risks, such as operational and liquidity risks that our Company faces. Because our Board includes a member of our management, this individual is responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

EXECUTIVE COMPENSATION

As a “smaller reporting company” under SEC rules, our named executive officer during the transition period ended October 31, 2021 and fiscal year ended December 31, 2020 was Zalmi Duchman, our current Chief Executive Officer. No other executive officer received total compensation during the ten month period ended October 31, 2021 or the fiscal year ended December 31, 2020 in excess of $100,000.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year⁽¹⁾		Salary		Bonus		Stock Awards			Warrant/ Option Awards			All Other Compensation		Total
Zalmi Duchman		2021	$	70,000	$	—	$	—		$	2,714,971	⁽²⁾	$	—	$	2,784,971
Chief Executive Officer (1)		2020	$	43,750	$	—	$	97,720	⁽³⁾	$	—		$	—	$	141,470

(1)	On January 28, 2022, the Board approved a change in the Company’s fiscal year end from December 31 to October 31. Compensation and benefit totals herein reflect the ten months ended October 31, 2021 and the fiscal year ended December 31, 2020.

(2)	Mr. Duchman was appointed to serve as the Chief Executive Officer of the Company on April 20, 2020 and continues to serve as the Chief Executive Officer of Home Bistro Holdings. On October 1, 2021, the Company entered into an employment agreement with Mr. Duchman that provided of (i) an annual salary of $120,000 and (ii) a one-time grant of warrants for 2,000,000 Common Stock which vested upon issuance and had a grant date fair value of $2,714,971.

(3)	Mr. Duchman was granted 4,746 shares of Home Bistro Holdings common stock with grant date fair value of $97,720 as bonus in April 2020. These shares of Home Bistro Holdings common stock were converted into 2,242,924 shares of the Company’s Common Stock post-Merger and post-reverse stock split.

Employment Agreement with Executives

On October 1, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Zalmi Duchman to serve as the Company’s Chief Executive Officer. The Employment Agreement has a term of three years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 2,000,000 shares of common stock, which vested upon issuance, is exercisable at $0.001 and expires on October 1, 2026. Mr. Duchman is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Mr. Duchman for cause (as defined in Employment Agreement) by giving Mr. Duchman written notice approved by the Board of such termination, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for cause is based and (ii) to be given within six months of the Board learning of such act or acts or failure or failures to act. The Employment Agreement may be terminated at Board’s discretion during the Term, provided that if Mr. Duchman is terminated without cause, the Company shall pay to Mr. Duchman an amount calculated by multiplying Mr. Duchman monthly salary, at the time of such termination, times the number of months remaining in the Term.

On March 25, 2022, the Company entered into an employment agreement (“May Employment Agreement”) with Camille May to serve as the Company’s Chief Financial Officer. The May Employment Agreement has a term of two years from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 250,000 shares of common stock, which vested upon issuance, is exercisable at $0.001 and expires on March 27, 2027. Ms. May is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate May Employment Agreement for cause (as defined therein) by giving Ms. May written notice approved by the Board of Directors of such termination.

Outstanding Equity Awards at 2021 Transitional Period

The following table sets forth certain information concerning the outstanding equity awards as of October 31, 2021, for the named executive officer.

Option/Warrant Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Option/
Warrant (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Option/
Warrant (#)
Unexercisable

Equity Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

Option/ Warrant Exercise Price($)

Option/ Warrant 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

Zalmi Duchman ⁽¹⁾

2,000,000

—

0.001

10/01/2026

—

(1)

Mr. Duchman was appointed the Chief Executive Officer of the Company on April 20, 2020 and has been the Chief Executive Officer of Home Bistro Holdings, Inc since March 2018. On October 1, 2021, the Company entered into an employment agreement with Mr. Duchman that provides for a one-time grant of warrants for 2,000,000 common stock which vested upon issuance and had a grant date fair value of $2,714,971.

Compensation of Directors

The following table sets forth certain information regarding the compensation paid to our Board of Directors (“Board”) during the ten month period ending October 31, 2021:

Name	Fees earned or cash paid		Stock Awards			Option Awards		All other compensation		Total

Zalmi Duchman	$	—	$	—		$	—	$	—	$	—
Michael Finkelstein	$	—	$	156,750	⁽¹⁾	$	—	$	—	$	156,750
Michael Novielli	$	—	$	—		$	—	$	—	$	—

(1)

The Company issued to Michael Finkelstein, an aggregate of 125,000 shares of common stock with grant date fair value of $156,750 for compensation as a member of the Board.

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified, or until their earlier death, resignation, or removal. Officers are elected by and serve at the discretion of the board.

Our directors are reimbursed for expenses incurred by them in connection with attending board meetings, and at the discretion of the members of the Board may receive shares of common stock or warrants as compensation for serving on the Board.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We do not have arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of September 22, 2022:

	●	by each person, or group of affiliated persons, known by us to own beneficially 5% or more of any class of our voting securities;

	●	by our named executive officer;

	●	by each of our directors; and

	●	by all our current executive officers and directors as a group.

As of September 22, 2022, there were 44,373,755 shares of common stock issued and outstanding.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of common stock subject to stock options, convertible notes and debentures and warrants that are currently exercisable or convertible, or exercisable or convertible within 60 days of September 22, 2022, are deemed to be outstanding for purposes of computing the percentage ownership of that person but are not treated as outstanding for computing the percentage ownership of any other person. Unless indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

Except as otherwise indicated, the address of each stockholder is c/o Home Bistro, Inc., 4014 Chase Avenue, #212 Miami Beach, FL 33140.

Name of Beneficial Owner	Beneficial Ownership⁽¹⁾		Percentage of Class⁽¹⁾
Officers and Directors
Zalmi Duchman ⁽²⁾		10,710,148		24.1	%
Michael Finkelstein ⁽³⁾		279,141		*
Michael Novielli ⁽⁴⁾		5,980,986		13.5	%
Camille May		1,254,155		2.8	%
Danika Brysha		1,254,155		2.8	%
All officers/directors as a group (5 persons)		19,478,585		43.9	%

Other 5% Stockholders:
The Hewlett Fund LP ⁽⁵⁾		5,337,244		12.0	%

*	Less than 1%.

(1)	The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of September 22, 2022, through the exercise of any stock warrants or other rights. As of September 22, 2022, 44,373,755 shares of the Company’s common stock were outstanding.

(2)	Includes 8,610,148 shares of common stock held by Fresh Brands LLC. (“Fresh Brands”). Mr. Duchman and his wife own 100% of the membership interests in Fresh Brands in tenancy-by-entirety, and accordingly, Mr. Duchman has shared voting power and shared dispositive power over such shares. Also, includes 2,100,000 shares of common stock issuable upon exercise of warrants, directly owned by Mr. Duchman, exercisable within 60 days of September 22, 2022.

(3)	Includes 115,066 shares of common stock owned by Whalehaven Capital Fund Ltd. Mr. Finkelstein is the Managing Partner of Whalehaven Capital Fund Ltd and thus has sole voting and sole dispositive power over such shares. Also includes 164,075 shares of common stock directly owned by Mr. Finkelstein.

(4)	Includes 934,516 shares of common stock owned by Dutchess Capital Partners LLC (“DCP”), an entity of which Mr. Novielli is the sole managing partner and has sole voting and dispositive control over the common stock it owns and 216,667 shares of common stock owned by Dutchess Capital Growth Fund LP. Also includes 100,000 shares of common stock directly owned by Mr. Novielli and 1,766,896 shares of common stock issuable upon exercise of warrants owned by DCP and 2,962,907 shares of common stock issuable upon exercise of warrants, owned by Dutchess Strategic Fund, LLC, exercisable within 60 days of September 22, 2022.

(5)	Includes 5,187,244 shares of common stock issuable upon exercise of warrants, owned by The Hewlett Fund LP, exercisable within 60 days of September 22, 2022.

Change in Control

There are no present arrangements known to the Company, including any pledge by any person of the Company’s securities, the operation of which may at a subsequent date result in a change in control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

The following is a description of each transaction since January 1, 2020 and each currently proposed transaction in which:

	●	we are, have been or will be a participant;

	●	the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and

●

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Our current policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than 5% of our outstanding capital stock.

On September 25, 2020, pursuant to the Asset Purchase Agreement, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its RTD Business, and Gratitude Keto Holdings, Inc., agreed to assume certain debts, obligations and liabilities related to the RTD Business. The Asset Purchase Agreement was intended to be part of the Merger and in effect transferred the RTD Business and the related assets and liabilities to Gratitude Keto, whose CEO, Roy Warren Jr., formerly served as a director of and Chief Operating Officer of the Company. The Company assumed an accounts payable liability in the amount of $14,000 related to accounting expense of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for accounting expenses in amount of $14,000 incurred prior to the Merger, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note had an interest rate of 5% per annum, matured on April 25, 2021 and was payable in monthly installments of $1,000 commencing on October 25, 2020 through April 25, 2021. As of December 31, 2020, $5,000 remained due on the promissory note. The Company received the $7,000 cash portion of the consideration as of December 31, 2020 and the promissory note has since been satisfied in full.

The Company utilizes the shipping carrier account of a related entity owned by an LLC affiliated with Zalmi Duchman, the Company’s CEO, for its inbound and outbound shipping needs. The related entity bills the Company for the direct cost of the shipping charges plus a 20% fee. The total amount incurred and paid to the related entity during the ten months ended October 31, 2021 was $153,165 and was $117,310 for the year ended December 31, 2020, which is included in cost of goods sold on the statement of operations. There were no amounts due to this related party for these services as of October 31, 2021 and December 31, 2020.

On March 30, 2021, the Company entered into a Securities Purchase Agreement with Dutchess Capital Growth Fund LP (“Dutchess Growth Fund”). Michael Novielli, a Board member, is a managing partner of Dutchess Capital Growth Fund’s general partner. Pursuant to such agreement, the Company issued (i) a convertible note with principal amount of $110,000 with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and ownership limitations; and (iii) a warrant to purchase up to 50,000 shares of common stock at an exercise price of $2.50. During the ten months ended October 31, 2021, the Company fully paid all amounts outstanding under the convertible note.

On October 1, 2021, the Company and Michael Novielli, through DCP, entered into a consulting agreement which has been extended by agreement of the Parties. Michael Novielli currently serves as a member of the Board and is the sole managing partner of DCP. Pursuant to the consulting agreement, DCP received warrants to purchase 1,000,000 shares of common stock for services rendered. Such warrant vested upon issuance, has an exercise price of $0.001 and an expiration date of October 1, 2026. In addition, under the consulting agreement, DCP receives $10,000 per month, payable in cash.

Director Independence

Currently, we have one independent director. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) 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. The NASDAQ listing rules provide that a director cannot be considered independent if:

●

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

●

the director or a family member of the director 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, including, among other things, compensation for board or board committee service);

●

a family member of the director is, or at any time during the past three years was, an executive officer of the Company;

●

the director or a family member of the director is a partner in, controlling stockholder 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);

●

the director or a family member of the director 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

●

the director or a family member of the director 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

DESCRIPTION OF SECURITIES

Authorized Capital Stock

The authorized capital of the Company consists of [●] shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no right to cumulate votes in the election of directors. The holders of Common Stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on Common Stock. In the event of our liquidation or dissolution, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of Common Stock have no preemptive rights and have no right to convert their Common Stock into any other securities.

Reverse Stock Split

On [●], 2022, the Board filed a Certificate of Change pursuant to Nevada Revised Statutes 78.207 with the Nevada Secretary of State to effect the Reverse Stock Split and the proportional decrease of the Company’s authorized shares of Common Stock in connection with the offering and our intended listing of our Common Stock on The Nasdaq Capital Market. No shareholder vote was required to authorize the Reverse Stock Split. However, we cannot guarantee that The Nasdaq Stock Market will approve our initial listing application for our Common Stock in connection with the Reverse Stock Split.

No fractional shares were issued in connection with the Reverse Stock Split and all such fractional interests were rounded up to the nearest whole number of shares of Common Stock.

Preferred Stock

On March 19, 2018, the Company designated 520,000 shares of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), and 500,000 shares of Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”). On August 1, 2018, the Company designated 1,000 shares of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”). In October 2018, the Board approved and authorized an amendment to increase the number of designated authorized shares of the Series C Preferred Stock to 2,500 shares. As of September 22, 2022, there are no outstanding shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock.

Series A Preferred Stock

Each share of Series A Preferred Stock is convertible into shares of Common Stock with a stated value of $10 per share of Series A Preferred Stock and conversion price of $0.04 per share, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. The holders of the Series A Preferred Stock do not possess any voting rights. The Series A Preferred Stock does not contain any redemption provision. The Series A Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing.

Series B Preferred Stock

Each share of Series B Preferred Stock is convertible into shares of Common Stock with a stated value of $10 per share of Series B Preferred Stock and conversion price of $0.04 per share, subject to adjustment in the event of stock split, stock dividends, and recapitalizations or otherwise. The Series B Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the Stated Value plus any accrued and unpaid dividends thereon and any other fees due and owing. Holders of Series B Preferred Stock voting as a single class, in the aggregate, are entitled to vote with all voting securities of the Company on all matters submitted to the holders of voting securities for vote with the holders of the Series B Preferred Stock entitling the holder thereof to cast that number of votes equal to the number of shares of Common Stock issued and outstanding eligible to vote, at the time of the respective vote plus the number of votes which all other series, or classes of securities are entitled to cast together with the holders of Common Stock at the time of the relevant vote plus one additional share of Common Stock. Solely with respect to matters of the Company’s capitalization and similar matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or bylaws.

Series C Preferred Stock

Each share of Series C Preferred Stock is convertible into shares of Common Stock with a stated value of $200 per share of Series C Preferred Stock and conversion price of $0.04 per share, subject to adjustment in the event of stock split, stock dividends, subsequent equity sales with lower effective price, and recapitalization or otherwise. The Series C Preferred Stock votes with the Common Stock on a fully as converted basis. The Series C Preferred Stock does not contain any redemption provision. The Series C Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing.

Transfer Agent and Registrar

The Company’s transfer agent, Nevada Agency and Transfer Company, will serve as transfer agent to maintain stockholder information on a book-entry basis. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our stockholder register.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

The following is a summary of material U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock to a non-U.S. holder (as defined below) that purchases shares of our common stock in this offering.

This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be changed, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those summarized below. We cannot assure you that a change in law, possibly with retroactive effect, will not alter significantly the tax considerations that we describe in this summary. We have not sought and do not plan to seek any ruling from the U.S. Internal Revenue Service, which we refer to as the IRS, with respect to statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with our statements and conclusions.

This summary does not address all aspects of U.S. federal income taxes that may be relevant to non-U.S. holders in light of their personal circumstances, and does not address the Medicare tax on certain investment income, the alternative minimum tax, the rules regarding qualified small business stock under Section 1202 of the Code, the excise tax on certain share repurchases, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws or any tax treaties or any federal taxes other than U.S. federal income taxes. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

●

U.S. expatriates and former citizens or long-term residents of the United States;

●

persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

●

banks, insurance companies, and other financial institutions;

●

real estate investment trusts or regulated investment companies;

●

brokers, dealers or traders in securities or foreign currencies;

●

traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

●

corporations that accumulate earnings to avoid U.S. federal income tax;

●

tax-exempt organizations or governmental organizations;

●

persons deemed to sell our common stock under the constructive sale provisions of the Code;

●

persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

●

“qualified foreign pension funds” (within the meaning of Section 897(1)(2) of the Code and entities, all of the interests of which are held by qualified foreign pension funds);

●

tax-qualified retirement plans;

●

controlled foreign corporations;

●

passive foreign investment companies;

●

persons that own, or have owned, actually or constructively, more than 5% of our common stock; and

●

partnerships or other pass-through entities or arrangements for U.S. federal income tax purposes or holders of interests therein.

Such non-U.S. holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

This summary applies only to a non-U.S. holder that holds our common stock as a capital asset within the meaning of Section 1221 of the Code (generally property held for investment). In the case of a holder that is classified as a partnership for U.S. federal income tax purposes, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership holding our common stock, or a partner in such a partnership, then you should consult your own tax advisor.

If you are considering the purchase of our common stock, you should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our common stock, as well as the consequences to you arising under U.S. tax laws other than the federal income tax law or under the laws of any U.S. state and local, foreign or other taxing jurisdiction.

Non-U.S. Holder Defined

For purposes of this summary, a “non-U.S. holder” means a beneficial owner of our common stock that is not for U.S. federal income tax purposes a partnership or any of the following:

●

an individual who is a citizen or resident of the United States;

●

a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

●

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

●

a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (as defined under the Code), which we refer to as “U.S. persons,” who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

Dividends

As discussed under the section entitled “Dividend Policy” above, we do not currently anticipate paying dividends. In the event that we do make a distribution of cash or property (other than certain stock distributions) with respect to our common stock (or certain redemptions that are treated as distributions with respect to our common stock), any such distributions will be treated as a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If the amount of a distribution paid on our common stock exceeds our current and accumulated earnings and profits, such excess will be allocated ratably among each share of common stock with respect to which the distribution is paid and treated first as a tax-free return of capital to the extent of your adjusted tax basis in each such share, and thereafter as capital gain from a sale or other disposition of such share of common stock, which is subject to tax as described below under the heading “—Gain on Disposition of Common Stock.” Your adjusted tax basis is generally the purchase price of such shares, reduced by the amount of any such tax-free returns of capital.

Subject to backup withholding requirements, the withholding requirements under FATCA (as defined below) and the treatment of effectively connected dividends, each of which is discussed below, dividends paid to you generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you wish to claim the benefit of an applicable treaty rate to avoid or reduce withholding of U.S. federal income tax for dividends, then you must provide the withholding agent with a properly completed IRS Form W-8BEN or IRS form W-8BEN-E (or other applicable form) and certify under penalties of perjury that you are not a U.S. person and are eligible for such treaty benefits. This certification must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries. Non-U.S. holders that do not timely provide the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

Dividends that are effectively connected with the conduct of a trade or business by you within the United States and, where a tax treaty applies, are generally attributable to a United States permanent establishment or fixed base maintained by you within the United States are subject to U.S. federal income tax on a net income basis at the rates and in the manner generally applicable to U.S. persons. Such effectively connected dividends will not be subject to U.S. withholding tax if the non-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI (or other applicable or successor form) certifying eligibility for exemption. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Gain on Disposition of Common Stock

Subject to the discussions below regarding FATCA and backup withholding, a non-U.S. holder generally will not be subject to U.S. federal income tax with respect to gain realized on the sale or other taxable disposition of our common stock, unless:

●

the gain (1) is effectively connected with a trade or business you conduct in the United States, and, (2) in cases in which certain tax treaties apply, is attributable to a United States permanent establishment or fixed base maintained by you in the United States (in which case the special rules described below apply);

●

if you are an individual, you are present in the United States for 183 days or more in the taxable year of the sale or other taxable disposition and certain other requirements are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by U.S.-source capital losses, even though the individual is not considered a resident of the United States, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses); or

●

we are or have been during a specified testing period a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes, and certain other conditions are met.

We believe that we have not been and are not, and we do not anticipate becoming, a “United States real property holding corporation” for U.S. federal income tax purposes. In general, we would be a USRPHC if the value of our interests in U.S. real property comprised at least half of the value of our business assets and our U.S. and non-U.S. real property interests. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our U.S. real property interests relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded on an established securities market,” as defined by applicable Treasury regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period. If we were to become a USRPHC and our common stock were not considered to be “regularly traded on an established securities market” during the calendar year in which the relevant disposition by a non-U.S. holder occurs, such non-U.S. holder (regardless of the percentage of stock owned) would be subject to U.S. federal income tax on a sale or other taxable disposition of our common stock and a 15% withholding tax would apply to the gross proceeds from such disposition.

If any gain from the sale, exchange or other taxable disposition of our common stock, (1) is effectively connected with a U.S. trade or business conducted by a non-U.S. holder and (2) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment or a fixed base maintained by such non-U.S. holder in the United States, then the gain generally will be subject to U.S. federal income tax at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. If the non-U.S. holder is a corporation, under certain circumstances, that portion of its earnings and profits that is effectively connected with its U.S. trade or business, subject to certain adjustments, generally would be subject to a “branch profits tax.” The branch profits tax rate is equal to 30%, as adjusted for certain items, although an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence might provide for a lower rate.

Information Reporting and Backup Withholding Tax

We must report annually to the IRS and to you the amount of dividends paid to you and the amount of tax, if any, withheld with respect to such dividends. The IRS may make this information available to the tax authorities in the country in which you are resident.

In addition, you may be subject to information reporting requirements and backup withholding tax (currently at a rate of 24%) with respect to dividends paid on, and the proceeds from the disposition of, shares of our common stock, unless, generally, you certify under penalties of perjury on IRS Form W-8BEN, IRS Form W-8BEN-E or another appropriate version of IRS Form W-8 that you are not a U.S. person or you otherwise establish an exemption. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished by you to the IRS.

FATCA

The Foreign Account Tax Compliance Act and the rules and regulations promulgated thereunder, or collectively, “FATCA,” impose withholding tax at a rate of 30% on dividends on our common stock paid to a “foreign financial institution” (as specially defined under these rules), unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on our common stock paid to a “non-financial foreign entity” (as specially defined for purposes of these rules) unless such entity provides the withholding agent with a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none or otherwise establishes an exemption. Additionally, although FATCA withholding may also apply to gross proceeds of a disposition of our common stock, proposed regulations, which taxpayers are permitted to rely on until final regulations are issued, eliminate withholding on such gross proceeds. The withholding provisions under FATCA generally apply to dividends on our common stock. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders should consult their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

THE SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. POTENTIAL PURCHASERS OF OUR COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

UNDERWRITING

We have entered into an underwriting agreement, dated , 2022, with EF Hutton, division of Benchmark Investments, LLC [, acting as the representative of the several underwriters named below,] with respect to shares of Common Stock. Subject to certain conditions, we have agreed to sell to [each underwriter named below], and [each underwriter named below has severally] agreed to purchase, the shares of common stock provided below opposite [their respective names/its name].

Underwriter		Number of shares
EF Hutton

Total:

The underwriters are committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares as described in the “Over-allotment Option” section below. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

Discounts, Commissions and Expenses

The following table shows the per share price and total underwriting discounts and commissions to be paid to the underwriters. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock and/or warrants.

Per Share

Total without
Exercise of
Over-allotment
option

Total with
Exercise of
Over-allotment
option

Public offering price

Underwriting discounts and commissions ([●]%)

Proceeds, before expenses, to us

The underwriters propose to offer the securities to the public at the initial public offering price set forth on the cover of this prospectus. In addition, the underwriters may offer some of the securities to other securities dealers at such price less a concession of $ per share. If all of the securities offered by us are not sold at the initial public offering price, the Representative may change the offering price and other selling terms by means of a supplement to this prospectus.

[We have also agreed to pay all expenses relating to the offering, including: (a) all filing fees and expenses relating to the registration of the shares of common stock and warrants; (b) all fees and expenses relating to the listing of the shares of common stock on Nasdaq; (c) all fees, expenses and disbursements relating to the registration or qualification of the shares of common stock and warrants under the “blue sky” securities laws of such states and other jurisdictions as the underwriter may reasonably designate; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the shares of common stock and warrants under the securities laws of such foreign jurisdictions as the underwriter may reasonably designate; (e) the costs of all mailing and printing of the underwriting documents; (f) stock transfer and/or stamp taxes, if any; (g) the fees and expenses of the Company’s accountants; (h) a maximum of for fees and expenses including “road show,” diligence and reasonable legal fees and disbursements for the Representative’s counsel; (i) all filing fees associated with the review of the offering by FINRA; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives. We will also pay to the underwriter by deduction from the net proceeds of this offering, a non-accountable expense allowance equal to 1.0% of the gross proceeds received by us from the sale of the shares of common stock and warrants, exclusive of any shares of common Stock and/or warrants that may be issued pursuant to exercise of the underwriters’ over-allotment option.]

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount, will be approximately $ .

Over-allotment Option

We have granted to the underwriters an option exercisable not later than 45 days after the closing of this offering to purchase up to an additional shares of common stock (equal to 15% of the number of shares of common stock sold in this offering), solely to cover overallotments, if any, at the public offering price set forth on the cover page hereto less the underwriting discounts and commissions. The underwriters may exercise the option solely to cover overallotments, if any, made in connection with this offering. If any additional shares of common stock are purchased pursuant to the over-allotment option, the underwriters will offer these shares of common stock on the same terms as those on which the other securities are being offered.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Right of First Refusal

Provided this offering is completed, for a period of twelve (12) months from the closing date of this offering, we have granted the representative of the underwriters a right of first refusal to act as our sole investment banker, sole book-runner, sole financial advisor, sole underwriter and/or sole placement agent, as applicable, in the event we decide to pursue an offering of public and private equity and debt securities during such period.

Lock-up Agreements

Our directors, executive officers, and holders of 5% or more of our common stock (measured as of the effective date of the registration statement of which this prospectus forms a part) have entered into lock-up agreements. Under these agreements, these individuals have agreed, subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, our shares of common stock during a period ending one hundred eighty (180) days after the date of this prospectus, without first obtaining the written consent of the representative of the underwriters. Specifically, these individuals have agreed, in part, not to:

●

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

●

file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

●

complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or

●

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company.

Notwithstanding these limitations, these shares of common stock may be transferred under limited circumstances, including, without limitation, by gift, will or intestate succession.

In addition, we have agreed that, for a period of ninety (90) days from the date of this prospectus, with certain exceptions, we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of our shares of common stock or any securities convertible into or exercisable or exchangeable for our shares of common stock; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital, whether any such transaction described in clause (i) or (ii); or (iii) except as provided in the lock-up agreement, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares or securities convertible into or exercisable or exchangeable for shares or any other of our securities; or (iv) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the closing date of the offering.

Discretionary Accounts

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Common Stock offered by them.

Restriction on Continuous Offerings

We have agreed not to directly or indirectly offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of our Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our Company in any “at-the-market” or continuous equity transaction for a period of 12 months after the date of this prospectus without the prior written consent of the Representative.

Electronic Offer, Sale, and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members. The Representative may agree to allocate a number of Units to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Listing

We have applied to list our common stock on The Nasdaq Capital Market under the symbol “HBIS”.

Stabilization

In connection with this offering, the underwriters may engage in over-allotment transactions, syndicate-covering transactions, stabilizing transactions, penalty bids and purchases to cover positions created by short sales.

●

Stabilizing transactions permit bids to purchase shares, so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

●

Over-allotment transactions involve sales by the underwriters of shares of common stock in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position, which may be either a covered short position or a naked short position. In a covered short position, the number of shares of common stock over-allotted by the underwriters is not greater than the number of shares of common stock that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing common stock in the open market.

●

Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of common stock to close out the short position, the underwriters will consider, among other things, the price of common stock available for purchase in the open market as compared to the price at which they may purchase common stock through exercise of the over-allotment option. If the underwriters sell more shares of common stock than could be covered by exercise of the over-allotment option, and, therefore, have a naked short position, the position can be closed out only by buying common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

●

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our securities. These transactions may occur on the Nasdaq Capital Market or on any other trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Passive Market Making

In connection with this offering, the underwriters and any selling group members may engage in passive market making transactions in our common shares on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must then be lowered when specified purchase limits are exceeded.

Other

From time to time, certain of the underwriters and/or their affiliates may in the future provide, various investment banking and other financial services for us for which services they may in the future receive, customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities or loans.

Selling Restrictions

[To be inserted in next filing]

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon for us by Baker & McKenzie LLP, Dallas, Texas. Certain legal matters in connection with the offering will be passed upon for the underwriter by Sichenzia Ross Ference LLP, New York, New York.

EXPERTS

The financial statements of the Company as of October 31, 2021 and December 31, 2020, and for each of the transitional ten month period and year, respectively, then ended appearing in this prospectus have been audited by D. Brooks and Associates CPAs, P.A., an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to this offering. This prospectus was filed as a part of that registration statement but does not contain all of the information contained in the registration statement and exhibits. Reference is thus made to the omitted information. Statements made in this prospectus are summaries of the material terms of contracts, agreements and documents and are not necessarily complete; however, all information we considered material has been disclosed. Reference is made to each exhibit for a more complete description of the matters involved and these statements are qualified in their entirety by the reference. The SEC also maintains a web site (http://www.sec.gov) that contains this filed registration statement, reports and other information regarding us that we have filed electronically with the SEC. For more information pertaining to our company and this offering, reference is made to the registration statement.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with the SEC. This permits us to disclose important information to you by referring to these filed documents. Any information referred to in this way is considered part of this registration statement. The information incorporated by reference is an important part of this registration statement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents that have been filed with the SEC (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and all exhibits related to such items):

●

our Transition Report on Form 10-KT for the transition period ended October 31, 2021, filed with the SEC on January 31, 2022;

●

our Quarterly Reports on Form 10-Q for the periods ended January 31, 2022, April 30, 2022 and July 31, 2022, filed with the SEC on March 17, 2022, June 10, 2022 and September 14, 2022, respectively;

●

our Current Reports on Form 8-K filed with the SEC on January 31, 2022; March 28, 2022; May 25, 2022; June 1, 2022; July 22, 2022; August 29, 2022 and September 15, 2022;

We also incorporate by reference into this registration statement all documents filed by us with the SEC pursuant to Sections 12(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this prospectus. Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information).

Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The information about us contained in this registration statement should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing us at 4014 Chase Avenue, #212, Miami Beach, Florida 33140, or telephoning us at (631) 964-1111.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial Statements of Home Bistro, Inc.

Consolidated Balance Sheets - As of July 31, 2022 (unaudited) and October 31, 2021 (unaudited)	F-2
Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2022 and 2021 (unaudited)	F-3
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended July 31, 2022 and 2021 (unaudited)	F-4
Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2022 and 2021 (unaudited)	F-6
Notes to Financial Statements (unaudited)	F-7

Report of Independent Registered Public Accounting Firm	F-44
Consolidated Balance Sheets as of October 31, 2021 and December 31, 2020	F-46
Consolidated Statement of Operations for the Transition Period Ended October 31, 2021 and Year Ended December 31, 2020	F-47
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Transition Period Ended October 31, 2021 and Year Ended December 31, 2020	F-48
Consolidated Statement of Cash Flows for the Transition Period Ended October 31, 2021 and Year Ended December 31, 2020	F-49
Notes to Consolidated Financial Statements	F-50

F-1

~~Report~~HOME ofBISTRO, ~~Independent~~INC. ~~Registered~~AND ~~Public Accounting Firm~~SUBSIDIARIES

ToCONSOLIDATED ~~the~~BALANCE ~~Board of Directors and Stockholders of:~~SHEETS

Apps Genius Corp

	July 31, 2022			October 31, 2021
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	71,613		$	2,275,397
Inventory		47,134			16,020
Prepaid expenses and other current assets		108,982			80,641

Total Current Assets		227,729			2,372,058

OTHER ASSETS:
Property and equipment, net		101,527			130,970
Finance lease right-of-use assets, net		130,888			181,015
Operating lease right-of-use assets, net		182,878			268,509
Intangible assets, net		2,550,479			3,225,361
Deposits		10,000			10,000
Goodwill		1,809,357			1,809,357

Total Assets	$	5,012,858		$	7,997,270

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	873,093		$	568,302
Accrued expenses and other liabilities		169,985			181,037
Liabilities to be settled with common stock		-			209,688
Convertible notes payable, net of debt discount and put premium		713,916			550,638
Convertible notes payable - related party, net of debt discount		-			30,172
Notes payable - current portion		17,198			15,361
Advances payable		243,564			101,945
Derivative liabilities		153,206			86,884
Unredeemed gift cards		234,632			164,912
Financing lease liability - current portion		66,926			62,210
Operating lease liabilities - current portion		86,699			101,431
Common stock repurchase obligations		605,203			618,275

Total Current Liabilities		3,164,422			2,690,855

LONG-TERM LIABILITIES:
Financing lease liability - long-term portion		73,935			124,649
Operating lease liability- long-term portion		101,095			166,923
Notes payable - long-term portion		289,702			291,539

Total Long-Term Liabilities		464,732			583,111

Total Liabilities		3,629,154			3,273,966

Commitments and contingency (Note 12)

STOCKHOLDERS’ EQUITY:
Preferred Stock: $0.001 par value; 20,000,000 shares authorized;
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 42,740,581 and 35,152,623 shares issued and outstanding as of July 31, 2022 and October 31, 2021, respectively		42,741			35,152
Additional paid-in capital		31,530,170			25,198,035
Deferred compensation		(237,603	)		(1,374,219	)
Accumulated deficit		(29,951,604	)		(19,135,664	)

Total Stockholders’ Equity		1,383,704			4,723,304

Total Liabilities and Stockholders’ Equity	$	5,012,858		$	7,997,270

WeThe ~~have audited the~~ accompanying ~~balance~~notes ~~sheets~~are ofan ~~Apps~~integral ~~Genius~~part ~~Corp (a development stage company) as~~ of these ~~December 31,~~unaudited ~~2010~~consolidated and 2009 and the related statements of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2010, for the period from December 17, 2009 (inception) to December 31, 2009 and for the period from December 17, 2009 (inception) to December 31, 2010. 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.~~

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Apps Genius Corp as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the year ended December 31, 2010, for the period from December 17, 2009 (inception) to December 31, 2009 and for the period from December 17, 2009 (inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a net loss and net cash used in operations of $562,798 and $564,779, respectively, in 2010, had a deficit accumulated during the development stage of $600,175 at December 31, 2010 and is in the development stage with minimal revenues. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

March 25, 2011

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPA Connect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

F-2

~~APPS~~HOME ~~GENIUS~~BISTRO, ~~CORP~~INC. AND SUBSIDIARIES

~~BALANCE~~CONSOLIDATED ~~SHEETS~~ STATEMENTS OF OPERATIONS

	December 31,			December 31,
	2010			2009
ASSETS
CURRENT ASSETS:
Cash	$	121,426		$	40,100
Accounts receivable		4,163			-
Total Current Assets		125,589			40,100
PROPERTY AND EQUIPMENT, net		5,750			900
Total Assets	$	131,339		$	41,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	13,294		$	13,500
Accounts payable - related party		2,500			-
Subscriptions payable		-			18,600
Due to related party		100			1,257
Total Current Liabilities		15,894			33,357
Commitments (Note 5)
STOCKHOLDERS' EQUITY:
Preferred stock ($0.001 par value; 20,000,000 shares authorized; No shares issued or outstanding at December 31, 2010 and 2009)		-			-
Common stock ($0.001 par value; 100,000,000 shares authorized;
25,596,400 and 22,510,000 shares issued and outstanding		25,596			22,510
at December 31, 2010 and 2009, respectively)
Additional paid-in capital		690,024			22,510
Deficit accumulated during development stage		(600,175	)		(37,377	)
Total Stockholders' Equity		115,445			7,643
Total Liabilities and Stockholders' Equity	$	131,339		$	41,000

(UNAUDITED)

See notes to financial statements

	For the Three Months Ended						For the Nine Months Ended
	July 31,						July 31,
	2022			2021			2022			2021

Product Sales, net	$	619,187		$	408,821		$	2,164,248		$	1,135,872

Cost of Sales		707,346			371,118			2,069,942			951,440

Gross Profit		(88,159	)		37,703			94,306			184,432

Operating Expenses:
Compensation and related expenses (includes $374,560 and $24,750 of stock-based compensation for the nine months ended July 31, 2022 and 2021, respectively)		273,348			111,406			1,265,025			277,228
Professional and consulting expenses (includes $2,243,589 and $600,000 of stock-based professional fees for the nine months ended July 31, 2022 and 2021, respectively)		371,451			756,886			3,439,253			1,279,609
Professional and consulting expenses - related party (includes $27,500 of stock-based professional fees for the nine months ended July 31, 2022)		57,500			-			117,500			-
Product development expense (includes $370,677 and $0 of stock-based compensation for the nine months ended July 31, 2022 and 2021, respectively)		99,063			-			370,677			-
Selling and marketing expenses		368,344			96,732			956,413			307,980
General and administrative expenses		394,032			108,779			1,229,076			262,523
Settlement expense		365,140			-			365,140			-

Total Operating Expenses		1,928,878			1,073,803			7,743,084			2,127,340

Loss from Operations		(2,017,037	)		(1,036,100	)		(7,648,778	)		(1,942,908	)

Other Income (Expense):
Interest expense, net		(259,085	)		(437,186	)		(644,571	)		(908,528	)
Change in fair value of derivative liabilities		(11,553	)		81,107			55,855			263,428
Gain on extinguishment of debt		-			7,075			-			33,704
Gain on extinguishment of accounts payable		-			7,679			-			14,754

Total Other Expense, net		(270,638	)		(341,325	)		(588,716	)		(596,642	)

Net Loss		(2,287,675	)		(1,377,425	)		(8,237,494	)		(2,539,550	)

Deemed Dividend		(2,578,446	)		-			(2,578,446	)		-

Net Loss Attributable to Common Shareholders	$	(4,866,121	)	$	(1,377,425	)	$	(10,815,940	)	$	(2,539,550	)

NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.12	)	$	(0.06	)	$	(0.28	)	$	(0.12	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		41,891,630			22,619,862			38,951,375			20,577,274

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

F-3

~~APPS~~HOME ~~GENIUS~~BISTRO, ~~CORP~~INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	For the Year Ended December 31,			For the Period from December 17, 2009 (Inception) to December 31,			For the Period from December 17, 2009 (Inception) to December 31,
	2010			2009			2010
NET REVENUES	$	22,896		$	-		$	22,896
OPERATING EXPENSES:
Research and development		375,922			-			375,922
Administrative compensation		68,108			23,420			91,528
Professional fees		56,467			13,700			70,167
Other selling, general and administrative		86,008			257			86,265
Total Operating Expenses		586,505			37,377			623,882
LOSS FROM OPERATIONS		(563,609	)		(37,377	)		(600,986	)
OTHER INCOME:
Interest income		811			-			811
NET LOSS	$	(562,798	)	$	(37,377	)	$	(600,175	)
NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.02	)	$	-		$	(0.03	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		24,663,137			12,574,286			24,216,581

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2022 AND 2021

~~See notes to financial statements~~(UNAUDITED)

	Preferred Stock				Common Stock				Additional									Total
	Number of				Number of				Paid-in			Deferred			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Compensation			Deficit			Equity

Balance at October 31, 2021		-	$	-		35,152,623	$	35,152	$	25,198,035		$	(1,374,219	)	$	(19,135,664	)	$	4,723,304

Common stock issued for cash		-		-		1,378,399		1,378		989,790			-			-			991,168

Common stock issued for services and prepaid services		-		-		660,000		660		785,940			87,000			-			873,600

Common stock warrant issued for professional services		-		-		-		-		36,777			-			-			36,777

Reduction of the repurchase obligation pursuant to the Put Option Agreement		-		-		-		-		93,498			-			-			93,498

Common stock issued for product development agreements		-		-		100,000		100		99,900			46,614			-			146,614

Common stock issued pursuant to lock-up agreements		-		-		272,541		273		276,623			2,041			-			278,937

Net loss		-		-		-		-		-			-			(2,896,336	)		(2,896,336	)

Balance at January 31, 2022		-		-		37,563,563		37,563		27,480,563			(1,238,564	)		(22,032,000	)		4,247,562

Common stock warrant issued for stock based compensation		-		-		-		-		374,560			-			-			374,560

Common stock issued for cash		-		-		449,303		450		312,110			-			-			312,560

Accretion of stock-based professional fees		-		-		-		-		-			663,000			-			663,000

Common stock issued for commitment fee included in interest expense		-		-		45,989		45		29,834			-			-			29,879

Reduction of the repurchase obligation pursuant to the Put Option Agreement		-		-		-		-		19,574			-			-			19,574

Accretion related to common stock issued for product development agreements		-		-		-		-		-			125,000			-			125,000

Common stock issued pursuant to lock-up agreements		-		-		244,207		245		277,132			113,898			-			391,275

Net loss		-		-		-		-		-			-			(3,053,483	)		(3,053,483	)

Balance at April 30, 2022		-		-		38,303,062		38,303		28,493,773			(336,666	)		(25,085,483	)		3,109,927

Common stock issued for cash		-		-		104,502		105		64,659			-			-			64,764

Common stock issued pursuant to lock-up agreement with related party		-		-		25,000		25		27,475			-			-			27,500

Common stock issued for cashless exercise and settlement of warrants		-		-		3,723,017		3,723		2,770,213			-			(2,578,446	)		195,490

Common stock issued pursuant to settlement agreements		-		-		585,000		585		169,065			-			-			169,650

Repurchase obligation pursuant to stock repurchase agreement		-		-		-		-		(150,000	)		-			-			(150,000	)

Relative fair value of warrants issued with convertible debt		-		-		-		-		154,985			-			-			154,985

Accretion related to common stock issued for product development agreements		-		-		-		-		-			99,063			-			99,063

Net loss		-		-		-		-		-			-			(2,287,675	)		(2,287,675	)

Balance at July 31, 2022		-	$	-		42,740,581	$	42,741	$	31,530,170		$	(237,603	)	$	(29,951,604	)	$	1,383,704

F-4

and for the Period from December 17, 2009 (Inception) to December 31, 2010

	Preferred Stock				Common Stock				Additional								Total
	Number of				Number of				Paid-in		Deferred			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Compensation			Deficit			Deficit

Balance at October 31, 2020		-	$	-		19,004,232	$	19,004	$	4,349,657	$	-		$	(6,238,085	)	$	(1,869,424	)

Common stock issued as commitment fee		-		-		148,920		149		61,584		-			-			61,733

Common stock warrants issued for services		-		-		-		-		11,471		-			-			11,471

Net loss		-		-		-		-		-		-			(142,936	)		(142,936	)

Balance at January 31, 2021		-		-		19,153,152		19,153		4,422,712		-			(6,381,021	)		(1,939,156	)

Common stock issued for services and prepaid services		-		-		2,000,000		2,000		1,798,000		(1,650,000	)		-			150,000

Common stock issued for stock based compensation		-		-		25,000		25		24,725		-			-			24,750

Common stock and common stock warrants issued as commitment fee		-		-		450,000		450		299,826		-			-			300,276

Reduction of the repurchase obligation pursuant to the Put Option Agreement		-		-		-		-		145,634		-			-			145,634

Net loss		-		-		-		-		-		-			(1,019,189	)		(1,019,189	)

Balance at April 30, 2021		-		-		21,628,152		21,628		6,690,897		(1,650,000	)		(7,400,210	)		(2,337,685	)

Common stock issued for cash						1,206,605		1,206		865,564		-			-			866,770

Common stock and common stock warrants issued as commitment fee		-		-		210,000		210		134,354		-			-			134,564

Common stock issued for acquisition of subsidiary (see Note 3)		-		-		2,008,310		2,008		2,026,385		-			-			2,028,393

Accretion of stock-based compensation		-		-		-		-		-		450,000			-			450,000

Reduction of the repurchase obligation pursuant to the Put Option Agreement		-		-		-		-		99,272		-			-			99,272

Net loss		-		-		-		-		-		-			(1,377,425	)		(1,377,425	)

Balance at July 31, 2021		-	$	-		25,053,067	$	25,052	$	9,816,472	$	(1,200,000	)	$	(8,777,635	)	$	(136,111	)

											Deficit
											Accumulated
	Preferred Stock				Common Stock				Additional		During			Total
	Number of				Number of				Paid-in		Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stage			Equity
Balance, December 17, 2009 (Inception)		-	$	-		-	$	-	$	-	$	-		$	-
Sale of common stock		-		-		10,700,000		10,700		10,700					21,400
Issuance of common stock for services		-		-		11,810,000		11,810		11,810					23,620
Net loss for the period		-		-		-		-		-		(37,377	)		(37,377	)
Balance, December 31, 2009		-		-		22,510,000		22,510		22,510		(37,377	)		7,643
Sale of common stock at $0.25, net of offering costs		-		-		2,086,400		2,086		518,514		-			520,600
Sale of common stock at $0.15		-		-		1,000,000		1,000		149,000		-			150,000
Net loss for the period		-		-		-		-		-		(562,798	)		(562,798	)
Balance, December 31, 2010		-	$	-		25,596,400	$	25,596	$	690,024	$	(600,175	)	$	115,445

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

See notes to financial statements

F-5

~~STATEMENTS~~HOME OFBISTRO, ~~CASH~~INC. ~~FLOWS~~AND SUBSIDIARIES

	For the Year Ended December 31,			For the Period from December 17, 2009 (Inception) to December 31,			For the Period from December 17, 2009 (Inception) to December 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(562,798	)	$	(37,377	)	$	(600,175	)
Adjustments to reconcile net loss from operations to net cash
used in operating activities:
Stock-based compensation and fees		-			23,620			23,620
Depreciation		1,045			-			1,045
Changes in assets and liabilities:
Accounts receivable		(4,163	)		-			(4,163	)
Accounts payable and accrued expenses		(206	)		13,500			13,294
Accounts payable - related party		2,500			-			2,500
Due to related party		(1,157	)		1,257			100
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(564,779	)		1,000			(563,779	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(5,895	)		(900	)		(6,795	)
NET CASH USED IN INVESTING ACTIVITIES		(5,895	)		(900	)		(6,795	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Subscription proceeds recorded as liabilities		-			18,600			18,600
Repayment of subscription payable		(18,600	)		-			(18,600	)
Proceeds from sale of common stock		670,600			21,400			692,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		652,000			40,000			692,000
NET INCREASE IN CASH		81,326			40,100			121,426
CASH - beginning of period		40,100			-			-
CASH - end of year	$	121,426		$	40,100		$	121,426
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~See notes to financial statements.~~(UNAUDITED)

	For the Nine Months Ended
	July 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,237,494	)	$	(2,539,550	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		176,951			10,390
Amortization of intangible assets		674,882			-
Common stock and warrants issued for stock-based compensation		374,560			24,750
Common stock and warrants issued for professional services – related party		27,500			11,471
Common stock and warrants issued for services and prepaid services		1,573,377			600,000
Common stock issued for commitment fee in interest expense		29,879			-
Interest expense related to put premium on stock-settled debt		83,058			-
Common stock and warrants issued for product development		370,677			-
Common stock issued pursuant to lock-up agreements		670,212			-
Gain on extinguishment of accounts payable		-			(7,075	)
Gain on extinguishment of debt		-			(41,241	)
Common stock issued for settlement expense		365,140			-
Amortization of debt discount on convertible notes payable and advances payable		426,495			817,922
Change in fair value of derivative liabilities		(55,855	)		(289,351	)
Change in operating assets and liabilities:
Inventory		(31,114	)		(1,566	)
Prepaid expenses and other current assets		(28,341	)		(50,406	)
Accounts payable		280,791			28,955
Accrued expense and other liabilities		(113,610	)		(73,998	)
Unredeemed gift cards		69,720			19,836

Net cash used in operating activities		(3,343,172	)		(1,489,863	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for acquisition of subsidiary		-			(60,000	)
Purchases of property and equipment		(11,750	)		(127,075	)

Filing Compare · Home Bistro, Inc. /NV/