As filed with the Securities and Exchange Commission on August 23 , 2016

Registration No. 333-205358

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 8

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

HELPFUL ALLIANCE COMPANY

(Exact name of registrant as specified in its charter)

Florida		1531		45-5023152
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

700 West Hillsboro Blvd, Suite 1-100
Deerfield Beach, FL 33441
T: (754) 227-5783

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Sergey Gurin

Vice President and Interim Chief Financial Officer

Helpful Alliance Company
700 West Hillsboro Blvd, Suite 1-100
Deerfield Beach, FL 33441
T: (754) 227-5783

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Philip Magri, Esq.

Magri Law, LLC

2642 NE 9th Avenue

Fort Lauderdale, FL 33334

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.MagriLaw.com

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

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

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

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

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

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

Large accelerated filer [ ]

Accelerated filer [ ]

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

Smaller reporting company [X]

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 said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Helpful Alliance Company

14,500,000 shares of Common Stock by Company

525,658 shares of Common Stock by Selling Stockholders

$2.00 per share

This is the initial public offering of Common Stock of Helpful Alliance Company (the “Company”) and no public market currently exists for the securities being offered. This prospectus relates to the sale of a total of 15,025,658 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), consisting of (i) 14,500,000 shares of Common Stock being offered by the Company on a self-underwritten, “best efforts” basis, meaning that the Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered, and (ii) 525,658 shares of Common Stock being offered by existing stockholders named in this prospectus for their own account (the “Selling Stockholders”).

This is a self-written offering by the officers and directors of the Company on a “best efforts” basis. There is currently no underwriter for the Shares registered for sale by the Company; however, the Company reserves the right to retain the services of one or more FINRA registered broker-dealers to serve as the underwriter of the Shares offered by sale by the Company in consideration for customary fees and commissions not exceeding those imposed by FINRA.

There is currently no public trading market for our Common Stock. The offering price of the Shares has been arbitrarily determined by the Company and bears no relationship to conventional criteria, such as book value or earnings per share. There can be no assurance that the offering price bears any relation to the current fair market value of the Common Stock. Upon the effectiveness of the registration statement, of which this prospectus is a part (the “Registration Statement”), under the Securities Act of 1933, as amended, we intend to solicit a FINRA-registered broker-dealer to apply to FINRA as a market maker of our Common Stock on the OTC Markets’ OTCQB tier. However, there is no guarantee that will be able to solicit a broker dealer to file a Form 211 with FINRA or that our Common Stock will be accepted for quotation on the OTCQB, or any other OTC Market tier or stock exchange or other electronic inter-dealer quotation system.

The Shares being offered for sale by the Company will be offered at a fixed price of $2.00 per share for a period not to exceed 180 days from the date of this prospectus, unless extended by our Board of Directors for an additional 90 days. There is no minimum number of Shares required to be purchased by any investor. The Company has made no arrangements to place subscription funds in an escrow, trust or similar account, which means that funds from the sale of any Shares will be immediately available to the Company for use in its business plan. See “Use of Proceeds” and “Plan of Distribution.” The Company anticipates receiving gross offering proceeds of up to $29,000,000 from the sale of the 14,500,000 Shares offered by it in this Offering.

The Selling Stockholders may sell some or all of their Shares at a fixed price of $2.00 per share until our Common Stock is quoted on the OTC, for anticipated aggregate gross proceeds of approximately $1,051,316, and thereafter at prevailing market prices or privately negotiated prices at the discretion of the Selling Stockholders. We will not receive any proceeds from the sale of any Shares by the Selling Stockholders. We will bear all costs relating to the registration of these Shares. The Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with these sales.

Selling Party:	Amount of Common Stock:		Price to the Public:			Underwriting Discount and Commissions:			Proceeds to the Issuer:
Company		14,500,000	$	2.00		$	0	(1)	$	28,550,000	(2)
Selling Stockholders		525,658	$	2.00	(3)	$	0		$	0	(4)
TOTAL:		15,025,658		—			—		$	28,550,000

(1)

(2)	After deducting estimated offering expenses of $450,000 for accounting, legal, filing, printing and other miscellaneous fees and expenses.

(3)	The Selling Stockholders may sell some or all of their Shares at a fixed price of $2.00 per share until our Common Stock is quoted on the OTC, and thereafter at prevailing market prices or privately negotiated prices at the discretion of the Selling Stockholders.

(4)	The Company will not receive any proceeds from the sale of the Shares sold by the Selling Stockholders.

WE ARE AN “EMERGING GROWTH COMPANY” AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012 AND WILL BE SUBJECT TO REDUCED PUBLIC COMPANY REPORTING REQUIREMENTS.

We are an emerging growth company as defined in the JOBS Act. As an emerging growth company, we have elected, pursuant to Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Securities Act Section 7(a)(2)(B) for complying with new or revised accounting standards. We will therefore delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. We may take advantage of this extended transition period provided in Securities Act Section 7(a)(2)(B) until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Securities Act Section 7(a)(2)(B). As such, our financial statements may not be comparable to companies that comply with public company effective dates.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED IN SECTION “RISK FACTORS” BEGINNING ON PAGE 9.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

REQUIRED LEGEND FOR FLORIDA RESIDENTS ONLY:

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND ARE OFFERED TO BONA FIDE RESIDENTS OF FLORIDA ONLY. THESE SECURITIES HAVE BEEN REGISTERED BY THE STATE OF FLORIDA, OFFICE OF FINANCIAL REGULATION, AS HAVING COMPLIED WITH CHAPTER 517, FLORIDA STATUTES. THE OFFICE OF FINANCIAL REGULATION HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, AND SUCH REGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OF THE SECURITIES FOR INVESTMENT PURPOSES.

This prospectus omits certain information concerning the Company and its securities, and does not contain all the information submitted to the Office of Financial Regulation by way of exhibits and schedules relating thereto, which the Company filed pursuant to Chapter 517, Florida Statutes, as amended, and to which reference is hereby made for further information.

The Date of This Preliminary Prospectus is _____________, 2016.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
OFFERING SUMMARY		9
RISK FACTORS		11
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS		27
SELLING STOCKHOLDERS		28
USE OF PROCEEDS		34
DIVIDEND POLICY		42
DILUTION		42
CAPITALIZATION		44
MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		44
BUSINESS		67
MANAGEMENT		88
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		93
PLAN OF DISTRIBUTION		94
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		97
DESCRIPTION OF SECURITIES		101
DETERMINATION OF OFFERING PRICE		105
LEGAL MATTERS		106
EXPERTS		106
WHERE YOU CAN FIND ADDITIONAL INFORMATION		107
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. 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 Note Regarding Forward-Looking Statements.”

PROSPECTUS SUMMARY

This Prospectus Summary highlights important information about this Offering and our business. It does not include all information you should consider before investing in our Common Stock. Please review this prospectus in its entirety, including the risk factors and our financial statements and the related notes before you decide to invest. Unless otherwise indicated, terms such as the “Company,” “we,” “us,” “our” and similar expressions refer to Helpful Alliance Company, a Florida corporation.

Overview

We were incorporated in the state of Florida on April 11, 2012. We are a development stage construction management company. Our mission is to effectively upgrade America’s neighborhoods with next generation, health-conscious, energy-efficient properties. Headquartered, in Deerfield Beach, Florida (within the Fort Lauderdale, FL metropolitan area), we are presently focused on building residential and commercial real estate properties within the Chicago, IL, Richmond, VA, and Fort Lauderdale, FL metropolitan areas at lower cost and superior speed by capitalizing on available EVG-3D technology and eventually expanding to other areas and offering our own proprietary pre-fabricated building (or “home”) kits for various construction needs by utilizing this technology. We have not developed any home kits that are ready for market use to date.

From our inception to date, the majority of our operations have been focused on engineering activities, researching and developing novel building materials and methods, and searching for land suitable for pilot-testing the selected technologies in real construction projects. However, because of significant time and effort constraints in conducting research and development and locating land for suitable construction projects to test the selected construction technology, the majority of our revenues to date have been derived from financial assistance activities engaged in to generate sufficient working capital to fund our early stage development growth.

Business Operations

We conduct our business operations through four principal divisions: (i) Land and Property, (ii) Engineering, (iii) Construction, and (iv) Financial Assistance. Below is a summary of each division. In 2016, we anticipate ceasing our Financial Assistance activities and focus our future operations solely on Land and Property, Engineering, and Construction activities.

Land and Property Division

Through our Land and Property division, we intend to acquire land and properties, to be further used for remodeling, reconstruction, or site clearing/demolition and new construction. Our goal is to target “niche” markets with low vacancy rate, strong expected growth, land that can be purchased economically, but yet support a strong resale price per square foot for completed construction. Then, we will conduct due diligence for potential project analysis, including, but not limited to, market research using a network of local real estate agents and calculations of expected financial pro forma for project type, size, timeline, budgets and profit. Many properties, whether or not it is vacant land or land already built upon, are expected to require rezoning. Zoning relates to the division of an area into zones as to restrict the amount and types of buildings and their uses. Rezoning is the process that reclassifies a property into a different usage zone, and thus subject to different restrictions. Site plans and building designs must be created as well in order to prepare the potential property for the construction phase.

On November 30, 2015, we formed a limited liability company in the Commonwealth of Virginia, Seasons Creek Development LLC, of which the Company is currently the sole member, in order to purchase and develop a parcel of land consisting of approximately 28.8 acres located in Chesterfield, Virginia. We consummated our purchase of the land on December 11, 2015. The land has been zoned to accommodate up to 70 single family homes and currently holds a tentative plan of development approval. We intend to develop this land into a residential subdivision to be called “Seasons Creek” consisting of 70 single family homes built with the novel construction materials and methods we have researched. As of the date of this prospectus, we have started engineering revisions of our plan of development for the 70 buildable lots. From the net proceeds from this Offering, we anticipate using approximately $6 million (excluding general and administrative expenses and other concurrent operating expenses associated with management of the project LLC) to conduct land development and homebuilding efforts. We intend to market and sell these homes to the public. We estimate approximately a 5-year project duration from the purchase of land to the sale of homes.

On May 3, 2016, we formed a limited liability company in the Commonwealth of Virginia, River City Park LLC, of which the Company currently owns 100%, in order to potentially locate, purchase, and develop a parcel of land in Virginia that we intend to consist of at least 400 acres and be located along a river. As of the date of this prospectus, we have not reached any material agreements for an acquisition of such land. Furthermore, presently we have no material agreements based on which we could determine the minimum amount of proceeds that would be required to purchase such land. The amount of proceeds that we raise for such an acquisition will determine the land that we may purchase. If we are successful in locating and acquiring such land, we intend to develop this land into a residential community to be called “River City Park”. If we sell from 50% to 100% of the 14,500,000 shares in this offering, we will use approximately $7.0 million from the net proceeds from this offering (excluding general and administrative expenses and other concurrent operating expenses associated with management of the project LLC) to purchase such land. If an acquisition of land for our River City Park would require an amount in excess of $7 million, we intend using a part or all of the $7.25 million towards the purchase of such land. If we sell only 25% of the 14,500,000 shares in this offering, we will not use any of the net proceeds from this offering . As of the date of this prospectus, we cannot assure our shareholders, including those who may invest into this offering, that we will have the necessary financing to purchase the land we contemplate purchasing for our River City Park project.

Engineering Division

Through our Engineering division, we will continue to develop and deploy construction methods, materials, and equipment. Since our inception in April 2012, the majority of our operations have been on engineering and research and development activities. It took us approximately 24 months to conduct engineering and technology research to select the EVG-3D panel technology for an application in pilot projects. During that period, we screened hundreds of patents, building know-how and processes. In December 2012, we selected EVD-3D technology as our base for the development of our first line of products.

The EVG-3D construction system was invented by EVG (Entwicklungs- und Verwertungs-Gesellschaft m.b.H) of Austria in the early 1980s and is becoming adapted in the global construction industry. The construction system offers a new building material using the high strength, load bearing modular panels that are used to construct the shell of a building or home. The EVG-3D panel consists of a three dimensional welded wire frame fitted with a rigid, high-density polystyrene core. These panels can be used in walls, flooring, and ceilings including roofing structure. The EVG-3D construction system is believed to be extremely versatile and to cater to creative architectural designs. Additionally, the structural integrity and energy savings of the EVG-3D construction system is expected to provide ongoing long term benefits for the owner.

Various manufacturers of EVG-3D panels have reported that their internal testing indicates that the degree of heat insulation of the EVG-3D panel built walls significantly exceeds that of walls built with traditional systems such as wood frame construction. The panels keep heat exchange with the outside at a minimum and limit energy consumption due to the extremely low level of thermal conductivity of the EPS core. Manufacturers have reported, in both prototype testing and actual buildings that have been put into the consumer marketplace, energy savings of up to 50% when compared with traditional systems such as wood frame construction. We have internally conducted tests within our Company that seem to support these claims. However, until a continuous testing in actual homebuilding will pass building code compliance inspections, and until the process of applying the EVG-3D Panel technology is optimized through actual application on site, there can be no guarantee or assurance that EVG-3D Panel technology is tested successfully.

Our vision with building (or “home”) kits is to be able to offer various sets of EVG-3D panels that will be everything required to erect the shell (other than concrete) tailored to specific designs of single-family homes, condominium buildings, townhouse buildings, and commercial buildings. They will come as set of consolidated materials to be able to quickly and efficiently construct the shell of the respective building, yet still be able to build less expensively than average market cost. We intend to offer the kits that we design to both other developers and the general consumer.

We are continuously monitoring the development progress of other technologies, including possible applications of construction robots and 3-D printers. We are also continually involved in the research and development of our own building block and interlocking construction method based on U.S. Patent Application 14/ 337,069, which we own and anticipate will give us strong competitive advantages for swift building of walls in earthquake and hurricane areas.

Construction Division

Through our Construction division, we intend to remodel and build properties and to test novel methods, materials, equipment, and related technologies on actual projects. We expect this to involve constructing the shell, managing subcontractors throughout the construction process, and marketing the properties that are built. We intend to either engage subcontractors or partner with localized developers who would engage subcontractors.

In September 2014, we engaged in our first pilot project, called “ 3089 Parkside,” which was a remodeling of a single family house in the Chicago, IL metro area. All works under this project were completed, and sale of the property was consummated in the third fiscal quarter of 2015. We were not allowed to use EVG-3D panels for this project due to the absence of product acceptance by the local municipality.

From March to May 2015, we participated in three other construction projects in the Chicago, IL area. However, because we were unable to raise sufficient capital to commence construction activities after obtaining rezoning grants for these three projects, we withdrew from one of these projects (“Racine”) on July 15, 2015 and two of these projects (“Ashland” and “Madison”) on September 1, 2015. In September 2015, our deposits for these three projects (totaling $750,000) were returned to us and used such funds to settle a $1,000,000 6% promissory note terminated by the lender.

We intend to target niche residential markets primarily in metropolitan areas having similar economic characteristics, geography and product type. We are currently considering project origination in the Chicago, IL, Richmond, VA, and Fort Lauderdale, FL metropolitan areas, although we are not restricted from operating in any specific geographic region or jurisdiction. We intend to structure our involvement in these projects through multi-member limited liability companies (“LLCs”) specifically formed for each project and intend to be involved in all phases of planning and building, including land acquisition, site planning, preparation and improvement of land and design, construction and marketing of the properties we build.

Financial Assistance Division

Since our inception in 2012, we have operated our Financial Assistance division which has issued loans for real estate properties and are used as collateral. We entered into these financial assistance activities in order to generate and collect interest to fund our working capital requirements during the early stages of our business development and to conduct research and development activities. Starting September 2014, we have been withdrawing from financial assistance activities and, instead, using the capital to fund our product engineering and construction activities. We anticipate ceasing our financial assistance activities division in 2016.

Business Plan

The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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 forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. There is no assurance that the milestones, business plans, or contemplated future events we identify in this prospectus will be achieved, or/and that we will actually be able to raise the investment proceeds as currently planned and described in this prospectus, or that if we obtain such investments, we will be actually able to complete the milestones of our business plan, according to the anticipated timeframe, if at all. Investors should give due and careful consideration to such an uncertainty in light of the Risk Factors described on page 11 of this prospectus.

We believe that our business opportunity derives from the lack of statistically-proven construction processes for practical application of novel building materials and methods, and the increasing consumer demand for eco-friendly, energy-efficient, health-conscious properties. We believe that this opportunity is catalyzed by a unique combination of our management’s specialized knowledge and core competencies.

Our Chief Executive Officer and a founder of the Company, Dr. Maxim Temnikov, has over ten years of specialized experience in operating and growing The Mirax Group, a real-estate development company in Russia with an extensive infrastructure of general and specialty contractors and subcontractors involved into high- and low-rise construction, into a multi-billion dollar company with numerous notable real-estate developments. Considering that, we believe our Company is well positioned for growth based on Dr. Temnikov’s expertise.

We intend to grow our business through managing our own projects and cooperating with other localized developers. Our business development plan consists of three business development stages we’ve identified as our major milestones. Anticipated milestone timelines and the duration of activities are estimated and are subject to change. While we believe these milestones to be reasonable, our achievement of these milestones within the anticipated timeline, or at all, relies in part upon our ability to raise sufficient investment proceeds, of which there is no guarantee.

Milestones (1)	Amount of Associated Investment Proceeds (2)		Anticipated Commencement and Duration	Source of Funding
Stage I: Development Stage. Our goal for the development stage is to develop home kit models and methods for their assembly which we are planning to test in real projects, starting from building 70 single-family homes in Chesterfield, VA (our Seasons Creek Project)	$	80,000,000	2012-2017	Cash on hand from previous sales of securities, Net proceeds of this Offering, and additional sales of securities (3)

Stage II: Active Growth Stage. Our goal for the active growth stage is to apply in real projects our proprietary repeatable business processes while developing a new concept of sustainable living while diversifying our product base (5).	$	200,000,000	2017-2019	Additional sales of securities (4)

Stage III: Full-Scale Expansion Stage. Our goal for the full-scale expansion stage is to expand our new concept of sustainable living communities in our target markets while attaining and defending sustainable market power (5).	$	2,000,000,000	Past 2020	Additional sales of securities (4)

(1)	We define “Milestones” as steps the Company anticipates taking to grow its business operations. Each step end marks achievements. Getting there requires capital. The business progress/growth (or as you called "points on a timeline") is measured by the opportunity cost leading to an increase of future revenues and profits, which ultimately results in an increase of stockholder equity.

(2)	The “Amount of Associated Investment Proceeds” for each Milestone is meant to indicate the approximate total estimated costs of achieving that Milestone. We plan on financing such costs partially from the net proceeds of this Offering, and consecutively from the sale of securities in the secondary offerings on a continuing basis as we originate new projects.

(3)	On February 1, 2015, the Company initiated a private placement offering of up to $20 million in unsecured, non-convertible Notes bearing simple, non-compounding interest of 10% per annum, as described in the Private Placement Memorandum dated February 1, 2015. The Notes will mature between two and three years from the date of issuance, subject to extension as described in the Memorandum. The Notes will be issued without indenture or trustee. The offering is made in reliance upon an exemption from securities registration afforded by, among other regulations, the provisions of Regulation D and/or Regulation S as promulgated by the SEC under the Securities Act of 1933. All of the notes in this Offering were offered by the Company. Management will have broad discretion with respect to the specific application of the net proceeds of the offering, although the net proceeds of the offering are intended to be generally applied toward the Company’s principal operations in the construction business. No subscriptions have been received under this private Offering as of the date of this Prospectus. The offering is currently active and has no termination date. We may also decide to finance this activity by offering securities of our Project LLC’s in one or more private offerings in the future.

(4)	We anticipate undertaking the additional offerings of our securities from time to time, based on our capital needs and project origination, after effectuation of this Offering by the SEC.

(5)	We have conceived a new concept of sustainable living communities based on the practical application of our knowledge base and novel technologies. The concept we intend to develop is a large-scale planned mixed-use development that can be conveniently located outside of a city that we intend to include, but not be limited to, its own private schools for residents, healthcare facilities, rental housing, single-family and multi-family real estate, parks, fitness centers, grocery stores, municipal buildings such as a fire station, gas stations, electric car charging stations, restaurants, retail stores, and office space. We also intend to meet modern standards for environmental-friendliness and energy efficiency throughout the development. Such concept is currently in its development stage and is subject to substantial changes, outcomes of which are uncertain. During Stage I of our Business Plan, we intend to continue developing this concept and locating a site for it. During Stage II and carrying into Stage III, we intend to physically begin and carry through with the land acquisition, land development, obtaining approvals from local municipalities, and construction of the project.

Provided that all of the 14,500,000 shares offered by the Company in this Offering are sold, we anticipate receiving the net proceeds of $28,550,000. The following table illustrates our principal business activities and the allocation of the net proceeds from this Offering within first milestones of planned business development, together with associated costs, and indicates the amounts and source of funding we are contemplating to obtain and use to finance our activities for the identified milestones. If any additional capital would be required to be obtained for such activities, the footnotes to this table discuss our plans for obtaining such capital. The following table illustrates our anticipated business activities within Stage I of the Milestone table above, as related to the use of proceeds from this Offering and the additional offering of Notes we currently have outstanding.

Operating Activities within Stage I	Amount of Associated Costs ⁽¹⁾		Source of Funding
2015-2016 - Value of land owned by us for development of 70 building lots in Chesterfield County, VA (Seasons Creek project)	$	1,000,000	Current working capital
2016 – 2017 – Land development for 70 building lots in Chesterfield County, VA (Seasons Creek project)	$	450,000	Current working capital
2016-2017 - Land development for 70 homes in Chesterfield County, VA (Seasons Creek project)	$	3,250,000	Current working capital and net proceeds from this Offering
2017-2018 - Construction of 70 homes in Chesterfield County, VA (Seasons Creek project)	$	5,800,000	Current working capital and net proceeds from this Offering
2016-2017 - Purchase of land for development other than the Seasons Creek Project and properties for remodeling	$	11,200,000	Net proceeds from this Offering
2016-2017 - Development and testing of proprietary home model kits (2)	$	700,000	Net proceeds from this Offering
2016-2017 - Research for alternative materials (3)	$	250,000	Net proceeds from this Offering
General business operating activities (4)	$	6,850,000	Net proceeds from this Offering
2017 – Research 3D printer for construction	$	500,000	Net proceeds from this Offering
2016-2017 - Land development, other than Seasons Creek development	$	20,000,000	Additional offering (5)
2017 - Development and testing of new concept of a sustainable living community, including but not limited to erection of actual housing and commercial buildings, and/or purchase and remodeling existing properties to exhibit the concept (7)	$	30,000,000	Additional offering (6)

(1)	Assuming the sale of 14,500,000 shares of Common Stock offered by the Company are sold in this Offering.

(2)	We are planning to use $700,000 from the net proceeds of this Offering for development of our proprietary kits of home models we are planning to build on the 28.8-acre parcel of land we own in Chesterfield County, Virginia. Although the cost of these materials and supplies will be capitalized in total construction costs under our subsidiary, Seasons Creek Development LLC, and ultimately realized upon sale of homes, we allocate this cost separately because we are planning to use the home models combining novel combination of construction materials and supplies, an outcome of which is uncertain. Should we be not able to assemble homes using these materials and supplies in compliance with the applicable building code, or at all, we will have to expense this cost partially or entirely, which may affect our future results of operations and may render a negative effect on your stockholder equity and earnings per share.

(3)	Maximum cost level cited.

(4)	Includes salaries, sales and marketing expenses, commissions, contractors’ compensation and other expenses not cited in previous items of this table.

(5)	On February 1, 2015, the Company initiated a private placement offering of up to $20 million in unsecured, non-convertible Notes bearing simple, non-compounding interest of 10% per annum, as described in the Private Placement Memorandum dated February 1, 2015. The Notes will mature between two and three years from the date of issuance, subject to extension as described in the Memorandum. The Notes will be issued without indenture or trustee. The offering is made in reliance upon an exemption from securities registration afforded by, among other regulations, the provisions of Regulation D and/or Regulation S as promulgated by the SEC under the Securities Act of 1933. All of the notes in this Offering were offered by the Company. Management will have broad discretion with respect to the specific application of the net proceeds of the offering, although the net proceeds of the offering are intended to be generally applied toward the Company’s principal operations in the construction business. No subscriptions were received under this Offering as of the date of this prospectus. The offering is currently active and has no termination date. We may also decide to finance this activity by offering securities of our Project LLC’s in one or more private offerings in the future.

(6)	Indicates private and public offerings of securities, which we anticipate undertaking consecutive to this Offering as we originate future projects.

(7)	We have conceived a new concept of sustainable living communities based on the practical application of our knowledge base and novel technologies. The concept we intend to develop is a large-scale planned mixed-use development that can be conveniently located outside of a city that we intend to include, but not be limited to, its own private schools for residents, healthcare facilities, rental housing, single-family and multi-family real estate, parks, fitness centers, grocery stores, municipal buildings such as a fire station, gas stations, electric car charging stations, restaurants, retail stores, and office space. We also intend to meet modern standards for environmental-friendliness and energy efficiency throughout the development. Such concept is currently in its development stage and is subject to substantial changes, outcomes of which are uncertain. During Stage I of our Business Plan, we intend to continue developing this concept and locating a site for it. During Stage II and carrying into Stage III, we intend to physically begin and carry through with the land acquisition, land development, obtaining approvals from local municipalities, and construction of the project.

Growth Strategy and Objectives

We intend to grow our business through three verticals: (i) growth via origination of new construction projects; (ii) acquisition of ongoing construction projects; and (iii) development of a range of building (“home”) kits that can be replicated in a conveyor like model that we intend to license out and utilize ourselves. Although currently we dedicate the majority of our business efforts to engineering, research and development, and locating ideal land and properties to construct upon, we anticipate using a large portion of the net proceeds from this Offering for acquisition of the construction projects progressing to completion in the year following the acquisition, as well as for acquisition of land and properties with purposes of rezoning and future construction. Zoning relates to the division of an area into zones as to restrict the amount and types of buildings and their uses. Rezoning is the process that reclassifies a property into a different zone subject to different restrictions.

In general terms, our growth strategy is to opportunistically acquire and operate well-positioned land, properties and real-estate development projects in the metropolitan areas featuring low vacancy rates, to generate an attractive risk-adjusted income. Specifically, we intend to pursue the following strategies to achieve these objectives:

	●	Proactive project acquisition. We believe our proactive targeted acquisition approach will enable us to motivate niche real-estate developers to sell their projects to us and cooperate with us on the completion of those projects. We will continually apply our proactive project acquisition approach to exponentially acquire real-estate construction projects in targeted metropolitan areas by applying efficiency of our business model, which are expected to increasingly drive short- and long-term earnings to our Company. The niche markets that we intend to target are areas where vacancy rates are less than five percent and where the expected ratio of our costs to purchase property and build projects is low compared to the housing market average sales price.

	●	Proprietary project management. We believe our project management practices, specialized knowledge-base, and approach to real-estate construction management will enable us to maximize the operating performance of our projects. We will continue to apply an active project management program to increase the earnings from each of our projects. This may include expanding existing relationships with the developers to acquire increasingly more projects, and enter into new relationships with real-estate developers in the targeted metro areas, as well as expanding our business presence into the additional metropolitan areas.

	●	Diversifying our asset base. We believe that acquiring strategically located land and properties with purposes of rezoning and a view of future development, combined with targeted leasing strategies and active asset management will enable us to maximize our operating performance. Our plan is to seek, analyze and acquire strategically located land with and without real estate properties situated on them in the targeted metropolitan areas to implement an active asset management program aimed at increasing a long-term value of each of our through rezoning and future improvement of an existing property or a construction of new property. This may include expanding existing tenancy, re-entitling site plans to allow for additional outparcels, which are small tracts of land used for freestanding developments not attached to the main buildings, and repositioning tenant mixes to maximize traffic, tenant sales and percentage rents. As we diversify and expand our asset base, we will seek to maintain a diverse pool of assets with respect to both geographic location and tenant mix, helping to mitigate our operating risks and finance our rezoning activities. We will continually monitor our target markets for opportunities to selectively dispose the properties where returns appear to have been maximized and redeploy proceeds into new acquisitions that have greater return prospects.

	●	Capitalizing on network of relationships to pursue transactions. We plan to pursue transactions in our target markets through the relationships we have developed to date, as well as through the relationships we intend to develop as we expand our network of development partners, projects, and business presence in targeted geographic locations. We will continue cultivating long-term relationships with real-estate developers through a consistent dialogue with a proactive approach to the transition of their construction projects under our management.

	●	*Leverage our founder’s experience in real estate construction.* Our Chief Executive Officer and a founder of the Company, Dr. Maxim Temnikov, has over ten years of specialized experience in operating and growing a real-estate development company in Russia with an extensive infrastructure of general and specialty contractors and subcontractors involved into high- and low-rise construction. Considering that, prior to immigrating into the U.S., Dr. Temnikov co-founded The Mirax Group in Russia, and, together with other co-founders, grew Mirax to a multi-billion-dollar company with numerous notable real-estate property developments, we believe our Company is well positioned for growth based on Dr. Temnikov’s expertise.

	●	*Grow our business through a comprehensive financing strategy*. We believe our capital structure, assuming we sell all 14,500,000 offered by us in this Offering, should provide us with sufficient financial capacity and flexibility to fund our future growth. Based on such capitalization, we believe we will have access to multiple sources of financing that are currently unavailable to many of our private market peers or overleveraged public competitors, which we believe will provide us with a competitive advantage. Over time, these financing alternatives may include follow-on offerings of our Common Stock, corporate level debt, and preferred equity and credit facilities. Immediately upon completion of this Offering, assuming all 14,500,000 shares of Common Stock are sold, we expect to have a ratio of debt to total market capitalization of approximately 5.3%. Although we are not required by our governing documents to maintain this ratio at any particular level, our Board of Directors intends to review our ratio of debt to total capital on a quarterly basis, with the goal of maintaining a reasonable rate consistent with our expected ratio of debt to total market capitalization going forward. The net proceeds from this Offering, provided that at least 75% of the 14,500,000 offered shares are sold, would provide the Company with the capital sufficient to complete the Seasons Creek project in Chesterfield County, Virginia. However, if less than 75% of the shares under this Offering are sold, the net proceeds would be sufficient to complete only the development of 70 homebuilding lots under the project. If we sell less than 50% of the offered shares, we would have to cancel our homebuilding plans, sell the developed individual lots, and curtail our financial projections, which could render a detrimental effect on our future earnings and stockholder equity. If this happens, you may lose a part or all of your investment into our securities.

	●	Commercialize technological innovations for the industry. We intend to capitalize on the availability of novel construction technologies, such as EVG-3D panels, novel building blocks made from the expanded polystyrene concrete and aerated autoclaved concrete, and decorated wall panels, based on which we are developing our proprietary building kits. We anticipate designing and selling pre-fabricated building kits to both developers and consumers. We believe that technologies such as these will allow us or our present and future partners to build environmentally friendly and energy efficient properties faster and cheaper than the current conventionally understood industry norms. We also intend to pursue obtaining LEED (Leadership in Energy & Environmental Design) certification for the building kits that we intend to manufacture.

Our Principal Offices

Our executive offices are located at 700 West Hillsboro Blvd, Suite 1-100, Deerfield Beach, Florida 33441. Our telephone number is (754) 227-5783 and our fax number is (954) 736-5989. The Company maintains a website at www.helpfulalliance.com, the contents of which are not incorporated into this prospectus and you should not rely on our website in making a decision to invest in our securities.

All of our current operations are based in the United States.

Implications of being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

	●	being permitted to present only two years of audited financial statements, instead of three, and only two years of related narrative in Management’s Discussion & Analysis of Financial Condition and Results of Operations section in this prospectus;

	●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

	●	reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

	●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “Securities Act”), which fifth anniversary will occur in 2021. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.0 billion or we issue more than $1.0 billion on-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We may take advantage of this extended transition period provided in Securities Act Section 7(a)(2)(B) until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Securities Act Section 7(a)(2)(B). As such, our financial statements may not be comparable to companies that comply with public company effective dates.

OFFERING SUMMARY

Issuer:		Helpful Alliance Company, a Florida corporation
Securities Offered:		Up to 15,025,658 shares of Common Stock, par value $0.001 per share, consisting of:
		● 14,500,000 of which are being offered by the Company; and
		● 525,658 of which are being offered by the Selling Stockholders named in this prospectus.

Selling Stockholders:		The Selling Stockholders named in this prospectus are existing security holders of our Company who purchased shares of our Common Stock under the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereunder.
Offering Price:		The shares being offered for sale by the Company will be offered at a fixed price of $2.00. The Selling Stockholders may sell some or all of their shares at a fixed price of $2.00 per share until our Common Stock is quoted on the OTCQB, and thereafter at prevailing market prices or privately negotiated prices.
Offering Period:		The shares being sold by the Company are being offered for a period not to exceed 180 days, unless extended by the Board of Directors for an additional 90 days.

Use of Proceeds:		We will not receive any proceeds from the sale of shares made by the Selling Stockholders.
Use of Proceeds:		We intend to use the net proceeds from sale of the shares sold by the Company in this Offering to purchase land for the purposes of rezoning and building new real estate properties for sale in the metropolitan areas in the states of Florida, Virginia, and Illinois. We intend using the net proceeds from this Offering to pay closing, architectural, engineering and other expenses associated with rezoning of the land we may purchase. If the land we purchase contains a property, we intend using the net proceeds from this Offering to maintain the property for the duration of rezoning, and then also use the net proceeds from this Offering to demolish the property and complete earth and preparation works for the commencement of new property construction. If the land we purchase has wooded areas, we intend using the net proceeds from this Offering to complete wood removal, earth works and preparation of the land for commencement of new property construction. In addition, we intend using the net proceeds from the sales of shares by the Company in this Offering for the following purposes:

● to develop the 28.8-acre parcel of land we acquired in December 2015 for our Seasons Creek project in Chesterfield County, VA;

● to acquire and develop additional land for construction and development activities;

● to develop and deliver building/home kits for properties to be erected on the land we may purchase, including, but not limited to, purchasing materials’ samples and paying for testing expenses and product acceptance fees;

● to pay expenses associated with project origination, including but not limited to the formation and management of a limited liability company for each project (“Project LLC”) and undertaking private offerings of securities of the Project LLCs to “accredited investors” in reliance upon an exemption under Regulation D of the Securities Act;

● to fund operating capital requirements for engineering activities related to research and development of wall and foundation systems using novel construction methods, proprietary to us and otherwise, such as for example but not limitation EVG panels and building blocks;

● to purchase building materials and supplies for the properties we may build on any acquired land;

● to conduct research for a 3D printer to be used for experimental construction of walls and and/or components of our building kits; and

● for working capital and other corporate purposes, including but not limited to increasing salaries of our executive officers and directors, hiring additional employees, and undertaking venturous efforts with purpose of expanding our engineering and construction operations and payments in lieu of reducing our current liabilities.

Capital Structure:

Title of Class (par value $0.001 per share)	Amount Authorized		Amount Outstanding as of the Date of Prospectus:		Amount to be Outstanding if all Shares being Offered are Sold:
Common Stock		200,000,000		2,100,000		16,500,000
Series-X Common Stock		40,000,000		8,206,250		8,206,250
Preferred Stock		10,000,000		0		0

Risk Factors:		See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.

Ticker Symbol:		MAX (Proposed). There is currently no public trading market for our Common Stock. Upon the effectiveness of the Registration Statement, we intend to solicit a registered broker-dealer to file a Form 211 with FINRA to have our Common Stock quoted on the OTC Markets’ OTCQB tier.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our Company. If any of the risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our Common Stock.

RISK FACTORS RELATING TO OUR COMPANY

We have a very limited history of operations and accordingly, there is no track record that would provide a basis for assessing our ability to conduct successful building activities.

We were incorporated in the state of Florida on April 11, 2012, and to date do not have a history of earnings from the principal business activities encompassed by our business plan and financial projections. As a result, investors must have substantial doubt about our ability to continue as a going concern. Our future is dependent upon our ability to implement our business plans and upon our future profitable operations. There is a substantial risk that we will not be sustainable in our business activities or be able to continue our business activities as a going concern.

To date we have had significant operating losses, an accumulated deficit and have had limited revenues and cannot predict with certainty when we might become profitable, if ever.

We have been operating at a loss each year since our inception in April 2012, and we expect to continue to incur substantial losses for the foreseeable future. We had a net loss of $ 793,954 for the six months ended June 30 , 2016 and an accumulated deficit of $ 1,795,702 at June 30 , 2016. To date, we have had limited revenues. Accordingly, our past performance raises a doubt that in the future we may be unable to generate revenues sufficient to result in positive earnings per share to our stockholders. In addition, we expect to incur substantial operating expenses in order to fund the expansion of our business. As a result, we expect to continue to experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, we might become profitable. We will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate sufficient revenue to fund our operations or achieve profitability in the future. Even if we do achieve profitability, we may not be able to sustain or increase profitability. If we are not able to generate revenues sufficient to fund our operations through product sales or if we are not able to raise sufficient funds through investments by third parties, it could result in our inability to continue as a going concern and, as a result, our investors could lose their entire investment. Throughout this prospectus, our “products” refers to the real estate that we intend to develop and the building (“home”) kits we intend to design.

Our independent auditors have indicated that they have substantial doubts about our ability to continue as a going concern.

Our audited financial statements for the year ended December 31, 2014 and our consolidated financial statements for the year ended December 31, 2015 were prepared based on the assumption that we will continue our operations as a going concern. In their report on our consolidated financial statements for the year ended December 31, 2015 and financial statements for the year ended December 31, 2014, our auditors expressed that there is substantial doubt as to our ability to continue as a going concern due to our significant losses and working capital deficiency at December 31, 2015. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future. We expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures for the next several years and anticipate that our expenses will increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our Common Stock.

Since our inception, our assets have mainly consisted of loans, of which substantial part went into default.

Since our inception in April 2012, a majority of our assets have consisted of loans made to third parties. As of June 30 , 2016, loans in the aggregate amount of $ 660,000 were outstanding, of which three loans in the aggregate principal amount of $ 460,000 are in default. First loan in default as of June 30 , 2016 with principal amount of $100,000 was issued to an affiliated borrower, Abratenko Labs, LLC which was merged in February 2015 into Fuel Combustion Technologies, Inc., an affiliate of our Company, under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively, and 20% stockholder, FVZ, LLC. As of June 30 , 2016 and December 31, 2015, the amount of accrued interest was $17,529 and $17,529, respectively. This loan is in default for non-payment of interest payments, and a 100% allowance totaling $117,529 for bad debt has been recorded for both principal and accrued interest at June 30 , 2016 and December 31, 2015. Two other loans issued to Helpful Technologies Inc., an affiliated borrower under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively, and 20% stockholder, FVZ, LLC, with principal amount of $350,000 and $10,000 or aggregate amount of $360,000 were deemed impaired at June 30 , 2016 and December 31, 2015 and a 100% allowance totaling $383,591 for bad debt has been recorded for both principal and accrued interest at June 30 , 2016 and December 31, 2015. The notes accrue interest at an annual rate of 5%, and matured in December 2015. An extension to these loans was made and extended the due date to December 31, 2016. All accrued interest is payable at maturity. As of June 30 , 2016 and December 31, 2015 the amount of accrued interest was $23,349 and $23,349, respectively, for the note with principal amount of $350,000. As of June 30 , 2016 and December 31, 2015, the amount of accrued interest was $242 and $242, respectively, for the note with principal amount of $10,000. There can be no guarantees that we will be able to collect on any indebtedness outstanding (present or future), and in the event we cannot collect monies owed to us under any such indebtedness, our overall financial condition would suffer and could decrease the value of your investment in our Common Stock.

If we fail to raise sufficient capital in this Offering, we will need additional financing to fund our intended business and plan operations and there can be no assurance that such financing will be available to us on terms acceptable to us, or at all.

As of June 30 , 2016, the Company had cash available of $ 56,556 . We forecast that if all of the shares offered by the Company are sold in this Offering, we will be able to fund our planned growth and operations for the next 24 months. However, if we fail to raise sufficient capital in this Offering, we will need additional financing to fund our intended operations and there can be no assurance that such financing will be available to us on terms acceptable to us, or at all. At June 30 , 2016, we had outstanding debt in the principal amount of $ 1,260,000 of which $600,000 matured on June 30, 2016, $400,000 is due June 2017 and $260,000 is due December 2017 . On April 29, 2016, the holder of the Note with principal amount of $1 million extended the note’s maturity date from March 31, 2016 to June 30, 2016 at increased interest accruing at the non-compounding rate of 10.0% for the period from April 1, 2016 and ending at the earlier of (a) date of repayment, or (b) on June 30, 2016. On May 16, 2016, we have repaid the holder of the note amount of $400,000 and issued an amended and restated promissory note for the remaining amount of $600,000, which bears non-compounding interest of 10.0% was due and payable in full on or before June 30, 2016 (the “Amended and Restated Zimas Note”) and is currently in default. On December 16, 2015, we paid $750,833 towards a 6% promissory note we had sold to a non-affiliated third party in June 2014 for the principal amount of $1,000,000 due to the lender’s early demand for repayment, and such debt was extinguished and deemed satisfied in full. Our failure to repay our debt or successfully negotiate an extension thereof could have a material adverse effect on our business. Although we are not planning to do so, we may elect repaying all or part of this debt using the net proceeds from this Offering. If we elect repaying our current debt from the proceeds of this Offering, such payments to our lenders will be non-refundable. Furthermore, if we repay this debt from the net proceeds from this Offering, such repayment will decrease the amount of working capital available to us, which may detrimentally affect stockholders’ equity and the results of our future operations.

If we fail to raise sufficient investment proceeds we may be unable to achieve the major milestones that we have identified.

As of the date of this memorandum, we do not have an adequate funding to pursue our milestones. Furthermore, until we are successful in obtaining the amount of investments adequate for financing our business plan, the shareholders will not know if we would have the necessary financing to pursue a purchase of land necessary to achive our milestones as indicated in this prospectus. The major milestones that we have identified in our business plan are reliant upon raising sufficient funds. If we are unable to attain sufficient investments, it is unlikely that we will achieve the identified milestones within the timeframe we have projected or at all. Failure to achieve these milestones within the specified timeframe, or at all, may have a negative impact on profits, stockholders’ equity, and our ability to attain future investments, and you may earn a lesser return on your investment, or even lose a part or all of your investment.

We may not sell enough shares of Common Stock in this Offering to develop our Seasons Creek development in Chesterfield County, VA.

On December 11, 2015, the Company, through our subsidiary, Seasons Creek Development, LLC, a Virginia limited liability company, purchased a 28.8-acre parcel of land in Chesterfield County, Virginia zoned for new construction of 70 residential, single-family homes for $211,336 in cash. We are planning on building homes of average size 2,100 square feet, or total development of 164,500 square feet of buildable living space. We have currently allocated $2.75 million from the net proceeds we anticipate receiving from this offering for construction and other customary costs associated with building 70 homes on this parcel of land contingent upon us selling more than 50% of the common stock in this Offering. The first 50% of the net proceeds from this Offering are planned for uses other than the construction of the 70 houses at Seasons Creek, including $3.25 million for land development and the amounts allocated for the purchase of new land for development for purposes of future construction and properties for remodeling (See “Use of Proceeds” for more information). There can be no guarantee that we will be able to sell a sufficient amount of shares of Common Stock in this Offering to fund such activities. Our failure to sell enough shares to fund these activities will cause us to alter our current plans and/or seek other financing which might not be available to us on favorable terms or at all. If we alter our plans or are not able to obtain alternative financing, we may have to resell the parcel of land which could adversely affect our business strategy and the value of your Common Stock.

We may be unable to collect receivables when due or at all.

We rely in part, on receiving the principal and interest under the Notes receivable underlying substantial part of our assets. Although we normally require substantial collateral to secure the Notes and are evaluating the risks and merits of the loans from time to time, we cannot guarantee that we will be able to collect all or part of the amounts owed to us under the Notes receivable. Furthermore, we are not a financial institution and are not required to evaluate our Notes receivable under ASC 310-10-35 (FAS 114). If we are unable to collect any amount of the Notes receivable, we will be forced to recognize a bad debt and the value of our assets may decrease, which would render a detrimental effect on our stockholder equity and value of your investment into our securities may be also affected.

If we are unable to maintain the lean enterprise structure, our net income will be affected and your earnings per share may be lower than those anticipated at the time of your investment.

We base our estimates of future performance upon a reasonable belief that we will be able to maintain a lean enterprise organizational structure, which would allow us achieving future results of operations at a lesser expense. Maintaining a lean structure requires an efficient allocation of work time and labor resources, including but not limited to assigning various operating functions to a limited pool of personnel, but allows planning for execution of projects with a lesser amount of investments, hence providing for a higher likelihood of a better financial returns from the projects. We have limited experience in designing, structuring, and maintaining a lean enterprise structure and operations. If we fail to maintain a lean enterprise structure, we would have to hire more personnel, which would cause us to accrue higher operating expenses for salaries, rent, supplies, and other items. If so happens, the increased expenses would result in a lower net income and earnings per share than you may plan at the time of your investment into our Company, or/and you may earn a lesser return on your investment, or even lose a part or all of your investment.

We may be unable to obtain land and property appraisals in line with our present estimates of future performance

We estimate our future performance based upon reasonable assumptions that include, among other assumptions, the assessments of addressable market prices and conditions and pre- and post-development land and property appraisals. These estimates of our future performance are not guarantees of future results, but rather the assessments made by our management upon a reasonable basis. Each appraisal is subject to opinion and current fluctuating market conditions, and, therefore, investors should not rely on any estimate or appraisal that they have not conducted themselves. If our estimated values of land and properties would actually differ from the appraisals obtained after we reported our estimates, we will report such a decrease in estimated results with the post-effective registration statement on Form S-1 or with our quarterly and annual reports, which may result in the price per our Common share to decline. If so happens, you may lose part or all of your investment into our securities. Furthermore, regardless of an appraised value, if we would be unable to sell the land and properties for the prices we estimated, at the time of an economic downturn or for any other reason, our actual results would materially defer from the results projected and reported as our estimated future performance. If actual appraisals of land and property are lower than those based on which we base our projected estimates of future performance, our actual results may be significantly lower than those currently estimated, and you may lose a part or all of your investments into our securities.

We may be unable to accurately assess and report our estimated future performance.

We have no comparable historic performance to accurately assess our future performance. When we estimate our future performance, we delay an engagement of an independent review of our management projections until a later stage of project origination. Our projections are based upon our assessments of future sale prices, future revenues, estimated costs and expenses, and other factors that we form during our feasibility study, based on which we compile a financial performance model. We make our projections based upon third party opinion, whether ordered by us (for example but not limitation a property appraisal) or obtained from publicly available information (for example but not limitation real-estate property listings on the Internet or a published research of a median sale price). Although we strive to assess a reliability of such information by comparing that to the information from other sources, there is a possibility that we may base our projections on an information that was not entirely accurate or correct, or if circumstances based on which we make our projections change between the date we make the projections and the date of such independent review, an independent reviewer may guide us to reduce our projected estimates regardless of the fact that we disclosed such estimates in this prospectus. If we reduce our presently estimated anticipated results of future performance, the price of our Common shares may decline and you may be unable to derive the value of your investment into our Company even if you decide to sell your shares purchased in this offering. Furthermore, if we would be unable to deliver the estimated future performance as presently projected, and our actual results are lower than those presently projected, you may lose part or all of your investments into our Company. If an independent review of our estimates of future performance will be different from those we project and disclose in this prospectus, our actual results will be different, and may be significantly lower than those currently estimated, which may cause you to lose part or all of your investments into our Company

We may be unable to sell the properties we build and the land we develop for the prices we presently estimate.

When we estimate our future performance, we assume that we will be able to sell all of the properties we intend to build and the land we intend to develop within the estimated period of time and for the estimated prices. The construction and real-estate industries are subject to volatile market conditions, and, for this reason, we cannot guarantee that such land and properties would be sold as presently estimated. If we are unable to sell the land we anticipate to develop and/or real estate properties we anticipate building, you ma y lose part or all of your investments into our securities.

We may be unable to obtain approvals for rezoning and plan of development for the projects we contemplate.

When we estimate our future performance, we assume that we will be able to obtain cooperation with architects, engineers, attorneys, researchers, and other specialists normally involved into rezoning and plan of development activities in the U.S. construction industry. Although we presently are engaged into negotiation with such specialists, there is no guarantee we would be able to obtain such cooperation on the terms acceptable to us or at all. Furthermore, if we obtain such cooperation, there is no guarantee that we will be able to maintain it throughout the entire duration of a subject project. We are aiming to retain services of these specialists with superior talent. Many of our architects and engineers, although talented and known, are of an older age, and there is no guarantee that, if engaged, they will remain alive or able to render technical oversight of the projects for their entire duration. If we are unable to retain the services of these specialists, or if at any time such services are interrupted, cancelled, or delayed, we may accrue the costs and expenses in excess of those presently planned. If so happens, our actual results would significantly differ from those presently estimated, and, if the actual results are lower than those presently anticipated, we may be unable to complete the projects with profit or at all. Furthermore, the issuance of an approval for rezoning and plan of development is outside of our scope of control and are within the authority of local governments. If these municipal authorities deny our requests for rezoning and/or plan of development approvals, we would be unable to perform as presently planned, and would encounter significant losses because all payments we would make by then to our lawyers, engineers, architects and other specialists would be non-refundable, and the value of land would not substantiate a value allowing us to resell it at a profit immediately after receipt of such a denial. If any of these risks occur, you may lose part or all of your investments into our securities.

We may be unable to purchase the land and properties we contemplate to purchase for our future projects on the conditions acceptable to us or at all.

Part of our estimated future performance projections are based upon our purchase of land for the River City Park project. However, at the date of this prospectus, we do not have any written agreement with the land seller for such land. Furthermore, there is no contractually set purchase price for the land and our assumptions discussed in this prospectus in regard to the land purchase price are based upon a listing price for the land. The selling price is subject to negotiation with the seller. If we would be unable to negotiate the price acceptable for us on the conditions that would sustain our projected business plans, we will have to withdraw from the purchase of the land we currently contemplate purchasing, and curtail our projections of estimated future performance. If we do so, we would have to report changes to our estimated future performance that would materially differ from those reported in this prospectus. If we report the changes disclosing the projection of lesser earnings, our share price may decline, which may result in your inability to sell our securities even at a price lower than you purchased such securities. If so happens, you may receive less than you anticipate receiving at the time of investing into our securities, or lose your entire investment.

We may lose earnest money deposits.

From time to time in the course of our business, we intend to enter into agreements for purchase of land and properties, which would be contingent on obtaining approvals for rezoning and plan of development. These agreements may require us to place significant earnest money deposits. If we place such deposits and then decide to withdraw from the agreements, for any reason other than denial of our rezoning applications, the earnest money deposits would be non-refundable to us. If we place such deposit, which are planning to do from the proceeds from this offering, and if we decide to withdraw from the land purchase agreement for any reason other than a denial of our rezoning application, you will lose part or all of your investment.

We may be unable to raise capital sufficient for land purchase and development activities under our River City Park project.

We are planning to use from the net proceeds in this offering approximately $7 million to acquire a parcel of raw land for the River City Park project, however, as of the date of this prospectus, we have no material agreements related to an acquisition of any such land. Therefore, even though we incorporated a subsidiary, River City Park LLC, to carry out the River City Park project, and even though we are taking steps to progress in such project origination, there is no assurance we will be able to complete the origination of our River City Park project and/or to result in the purchase for land for such project on terms that can be acceptable to us, or at all. At the date of this prospectus, we have no funds to purchase any of the lands suitable for the River City Park project. If an acquisition of land for our River City Park would require an amount in excess of $7 million, we intend using a part or all of the $7.25 million towards the purchase of such land. If we are unable to negotiate and acquire the land, or if we fail to obtain a financing necessary to result in the acquisition of the land suitable for River City Park project, we will use the amounts of the net proceeds from this offering we would otherwise use for River City Park project, to a purchase of land for other projects. The determination as to which project we may allocate the use of the net proceeds from this offering may take a lengthy period of time and require additional expenses, which we are planning to finance on the account of operating capital indicated in Section “Use of Proceeds” on page 34 of this prospectus. We will not earn any income during the period of time the net proceeds allocated for acquisition of such land remain on our bank account. We cannot assure our shareholders, including those who may invest into this offering, that we will have the necessary financing to purchase of the land we contemplate purchasing for our River City Park project. For the reasons stated above, and other reasons disclosed elsewhere in this prospectus, if we cannot locate and purchase the land for our River City Park project as currently planned, or/and if we fail to complete purchase negotiations for such land or an alternative land or project within a reasonable timeframe, you may lose a part of or all of your investment into our common stock under this offering.

We may be unable to successfully leverage the land underlying our Seasons Creek project to repay our debt to Zimas due June 30, 2016 and currently in default.

On May 16, 2016, we issued Zimas, LLC, an Amended and Restated Promissory Note in the aggregate principal amount of $600,000, which bears non-compounding interest of 10.0% and is due and payable in full on or before June 30, 2016 (the “Amended and Restated Zimas Note”). We were unable to repay this note on or before June 30, 2016 and the note is now in default. As of June 30, 2016, we owed Zimas the amount of $600,000 of the Note’s face value plus the amount of $39,945 in accrued and unpaid interest, or the aggregate of $639,945. We are planning to repay this note by leveraging the land underlying our Seasons Creek project, which value is estimated in approximately $1 million. We anticipate leveraging such land to either (i) obtain a loan using our equity in the land as collateral, or (ii) sell part of our equity in the land for cash, for which no arrangements have been made to the date of this prospectus. However, we may be unable to leverage the Seasons Creek land at terms acceptable to us, or at all. This may result in Zimas to start a litigation against us in an attempt to collect debt, which would require significant cash resources to be spent on legal fees, which could have a material adverse effect on our business, financial condition, and operating results. Furthermore, even if we were able to obtain a loan secured by our Seasons Creek project, there is no guarantee that we would be able to repay it. This could result in the foreclosure of the land underlying our Seasons Creek project, which could have a material adverse effect on our business, financial condition, and operating results.

We might not be able to resell our debt at face value, or at all, which could prevent us from repaying our debt to Zimas due June 30, 2016 and currently in default.

If we are unable to leverage our Seasons Creek land to repay our debt to Zimas under the Amended and Restated Zimas Note which matured on June 30, 2016 and is currently in default, our plan is to attempt to raise funds by reselling indebtedness owed us by Ameri Finance, Inc., in the aggregate principal amount of $200,000, bearing interest at the rate of 12.5% per annum and payable quarterly, due December 31, 2018 and secured by the assets of Ameri Finance, and also by our affiliates, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., in the aggregate amount of $460,000, controlled by our Chief Executive Officer and Interim Chief Financial Officer, Messrs. Temnikov and Gurin, respectively, and our 20% stockholder FVZ, LLC. Under the assigned loan agreements with Ameri Finance, we may sell those notes at any time without obtaining consent from Ameri Finance. There can be no assurances, however, that we will be able to resell these notes at full value, or at all. If we are unsuccessful in reselling these notes at face value, or for any other amount, we will unable to repay the outstanding principal and accrued interest under the Amended and Restated Zimas Note which could adversely affect our ability to raise capital through the issuance of equity or debt securities and which could adversely affect our business operations and your investment in securities.

We must attract and retain talented personnel in order to succeed.

Our success will depend on the combined skills of our management. There can be no assurance that we will be able to recruit and retain the employees we will need in order to successfully execute our business plan. If we are unable to recruit and retain appropriate personnel, our ability to successfully execute our business plan will be severely constrained. In addition, the loss of any key employees, including any of the members of our management team, could have a material adverse effect on our business, financial condition and operating results. There can be no assurance that any persons who may be employed by us will remain with us.

We may fail to successfully manage the growth of our business, which could adversely affect our operating results.

As we expand our operations, this expansion could place significant strain on our management, operational and financial resources. To manage future growth, we will need to continue to hire, train, and manage additional employees. In addition, upon the effectiveness of the registration statement of which this prospectus is a part, we will become subject to the reporting obligations under the Exchange Act. These reporting obligations, as well as our need to comply with applicable securities laws, may place significant demands on our management team. As we grow, we will need to add additional accounting staff and continue to improve our financial, accounting and information systems and internal controls in order to fulfill our reporting responsibilities and to support expected growth in our business. Our current and planned systems, procedures and controls may not be adequate to support our anticipated growth or management may not be able to effectively hire, train, retain, motivate and manage required personnel. Our failure to manage growth effectively could limit our ability to achieve our marketing and commercialization goals or to satisfy our reporting and other obligations as a public company.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

Our officers and directors currently, but are not required to, commit their full-time to our affairs, which may result in a conflict of interest in allocating their time between our operations and their other businesses. Each of our officers is also engaged in several other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. We estimate that certain of our officers will on average dedicate a majority of their professional time to our affairs. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our executives and Chairman hold similar positions with Helpful Technologies, Inc., an affiliate of the Company, and will face potential conflicts of interest that could result in actions that are not in the best interests of the Company.

Sergey Gurin, our Vice-President, Interim Chief Financial Officer and a director, also serves as the President and as a director of Helpful Technologies, Inc., a Florida corporation primarily engaged in patent licensing in the automotive, mining and alternative industries (“HTI”), and its affiliates and subsidiaries. Dr. Maxim Temnikov, our President, Chief Executive Officer and a director, also serves the Vice President of HTI, and Earl B. Hailston. our Chairman, is also the Chairman of the Board of Directors of HTI. As a result of their business affiliations, our officers and directors may have legal obligations relating to presenting available business opportunities to multiple entities. The conflicts of interest may arise when our Board evaluates a particular business opportunity with respect to the businesses with which our officers and directors are affiliated. Also, under Article X of our Third Amended and Restated Articles of Incorporation, the doctrine of corporate opportunity, or any other analogous doctrine, does not apply to our officers and directors in such circumstances where the application of such doctrine would conflict with any fiduciary duties or contractual obligations they may have currently or in the future. This means that our officers and directors are not prohibited from taking an opportunity that rightfully belongs to the Company nor are they required to present any opportunity to the Company if there are any other entities to which they are required to present those opportunities. There is no assurance that these conflicts will be resolved in the Company’s favor or that our officers and directors will present any business opportunities to our attention rather than to other entities to which they are required to present them.

Our success is highly dependent on our management team.

In the early stages of development, the Company’s business will be significantly dependent on the Company’s Management team. The Company’s success will be particularly dependent upon Maxim Temnikov, our President, Chief Executive Officer and a director, and Sergey Gurin, our Vice President, Interim Chief Financial Officer and a director. The loss of the services of Dr. Temnikov or Mr. Gurin would have a material adverse effect on the business of the Company and the business of the Company. The Mirax Group, of which Dr. Temnikov was Vice President of Business Development from 2002 to 2006 and member of the Strategy Committee of its Board of Directors from 2010 to 2011, has been involved into litigation in Russia, where allegations of fraud and embezzlement have been levied at its founder, President, Board Chairman and CEO, Mr. Polonsky and certain other members of Mirax’ top financial management. Dr. Temnikov has advised us in a sworn affidavit that he vehemently denies any allegations against him in connection with the purported embezzlement in Russian Federation, and intends to defend himself vigorously. Temnikov further states that all of the charges by the Russian state prosecutors are politically motivated and the alleged criminal actions are predominantly political in nature. To our knowledge, the alleged misappropriation of corporate funds in a stated amount of up to 2.6 billion rubles, or approximately $40 million, is levied in connection to building the Kutuzov Mile residential mega-complex. The amount of $40 million represents less than 1% of total amount of construction works under Mirax management at that time. While we believe that the alleged misappropriation is a loss caused by the world’s economic crisis of 2008-2009, and its derivative downturn of Russian real-estate market, there is no guarantee that Russian court would eventually take the same or similar view of the events surrounding the legal actions. On May 26, 2016, we have learned from Russian media sources that the Court of Tverskoy District of Moscow had sanctioned an issuance of arrest warrant for Maxim Temnikov. Dr. Temnikov’s function as our President involves strategic planning and origination of our real-estate development projects. If Dr. Temnikov would be forced to leave from the United States, or if he would step down from the President position, we would have to find his replacement, which may take significant time, effort, and increased monetary resources. If we incur such time, effort, and monetary expenses, we may have to curtail our business plans and be unable to execute on our growth strategy. Hence, you may lose all or part of your investments and/or anticipated earnings.

Our officers and directors can exert significant influence over us and may make decisions that are not in the best interests of all stockholders.

Our officers and directors currently beneficially own approximately 79.9% of our Common Stock (based on 2,100,000 shares of outstanding Common Stock), and, therefore, control the Company. Assuming all of the 14,500,00 shares offered by the Company in this Offering are sold, they will beneficially own approximately 10.02% of the outstanding shares of Common Stock of the Company (based on 16,600,000 shares of outstanding Common Stock), or approximately 7.61% of the outstanding shares of Common Stock if all 14,500,000 shares of Common Stock sold by the Company and the 400,000 shares registered for resale on behalf of our officers and directors in the registration statement of which this prospectus is a part are sold. Currently and until 1,266,092 shares are sold in this Offering, our officers and directors will continue to have majority control of outstanding equity securities (assuming no outstanding securities are exercised exchanged for, or converted into Common Stock), and they will be able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our voting securities could have the effect of delaying or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the market price of our Common Stock. It could also prevent our stockholders from realizing a premium over the market prices for their Common Stock. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider. Since our inception in April 2012, we have issued notes receivable to affiliated parties. As of December 31, 2015 one of our notes issued to Abratenko Labs, LLC which was merged in February 2015 into Fuel Combustion Technologies, Inc., an affiliate company under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively, and 20% stockholder, FVZ, LLC, with principal amount of $100,000 is in default. As of June 30 , 2016 and December 31, 2015, the amount of accrued interest was $17,529 and $17,529, respectively. This loan is in default for non-payment of interest payments, and a 100% allowance totaling $117,529 for bad debt has been recorded for both principal and accrued interest at June 30 , 2016 and December 31, 2015. Two other loans issued to Helpful Technologies Inc., an affiliate company under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively, and 20% stockholder, FVZ, LLC, with principal amounts of $350,000 and $10,000, or aggregate amount of $360,000, were deemed impaired at June 30 , 2016 and December 31, 2015 and a 100% allowance totaling $383,591 for bad debt has been recorded for both principal and accrued interest at June 30 , 2016 and December 31, 2015. The notes accrue interest at an annual rate of 5%, and matured in December 2015. An extension to these loans was made and extended the due date to December 31, 2016. All accrued interest is payable at maturity. As of June 30 , 2016 and December 31, 2015 the amount of accrued interest was $23,349 and $23,349, respectively, for the note with principal amount of $350,000. As of June 30 , 2016 and December 31, 2015, the amount of accrued interest was $242 and $242, respectively, for the note with principal amount of $10,000. There can be no guarantees that we will be able to collect on any indebtedness outstanding (present or future), and in the event we cannot collect monies owed to us under any such indebtedness, our overall financial condition would suffer and could decrease the value of your investment in our Common Stock.

In the future, our executive officers may negotiate employment agreements with us on the terms that may be in disagreement with your interests and, because our executive officers are also our controlling stockholders, you may not be able to influence the outcome of these negotiations, and receive a lesser or no return on investment.

As of the date of this Offering, neither Dr. Temnikov nor Mr. Gurin are obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amounts of time they devote to us in any time period vary based upon the stage of our business developments. Accordingly, once suitable projects are identified, these executives will spend more time investigating such target projects, conducting due diligence, and negotiating and managing the engagement into selected projects, and, consequently, would be required to spend more time on our affairs than had been spent prior to locating a suitable project. For this reason, after receiving the net proceeds from this Offering, the members of our management team who remain with us will be required to negotiate separate agreements with the Chairman of the Board and the independent directors elected and appointed by our stockholders. The terms and conditions of these agreements may be not acceptable to you, but because you have no voting ownership of the Company, you will be unable to influence the Board’s decision in regard to these terms and conditions.

We do not require our homebuilding partners who borrow money from us to provide us with collateral.

When we provide financial assistance to our homebuilding partners to purchase land or property, we may do so by issuing an unsecured loan to the Project LLC conducting the homebuilding project. We do not require our partners in such Project LLC to provide any collateral for such loan. Initially, the land or property we (acting together with our homebuilding partners through our Project LLC) purchase using the proceeds of such loan may serve as collateral for our loan to the Project LLC. If and when our partners obtain mezzanine financing and/or bank loans for the project, we may use the land and property as security for such financing, in addition to the personal guarantees of our partners secured by their personal assets.

If our partners provide us with collateral, we will not require them to insure such collateral.

It is customary for lenders to homebuilders to require borrowers to provide title insurance and hazard insurance with minimum coverage amounts set by the lender. We do not plan to require some or all of our homebuilders to provide either title or hazard insurance on their collateral for our loans to them. For this reason, your investment in our securities is exposed to an additional risk of losing your investments. The homebuilder may have a fire or other property damage claim, which normally would be covered by insurance, but may result in a loss on the loan because insurance proceeds are not available.

We may lose our payments to contractors during project origination deposits.

We intend using our cash, including but not limited to the net investment proceeds, for financing our pre-construction activities, including but not limited to, developing conceptual designs for our communities (which includes but is not limited to contractually involving architects and engineers), rezoning of land under contracts (which includes but is not limited to contractually involving lawyers, engineers, and public relation specialists), and obtaining plan of development approvals (which further involves but is not limited to contractually involving architects, engineers, lawyers and other specialists). In order to conduct such pre-construction efforts, in addition to our contractual obligations to architects, engineers, lawyers and other specialists, we would have to pay certain fees to municipal authorities. All of these payments will be non-refundable. If we do not raise sufficient capital to finance land development and construction phases of our projects, or if we do not close on the purchase of land and/or properties for any other reason, we may be forced to sell our ownership in the projects and exit from such projects with losses or profits that are substantially lesser than those we are planning. If any of these events would occur, we would lose the payments we made, in which case our financial conditions and result of operations will be affected and investors may lose a part or all of their investments.

We may fail to obtain approvals for rezoning and plans of development for our communities, which could cause us losing our earnest money deposits and could adversely affect our operating results.

It is a common practice in the U.S. construction industry that when we find a suitable land, in order to enter under a land purchase agreement, we would be required placing an earnest money deposit. An earnest money deposit shows a seller that a buyer is serious about purchasing a land or a property with the land. When the transaction is finalized, the earnest money deposits are put toward the buyer's down payment. We would normally place earnest money deposits only when entering under the land purchase agreements contingent on obtaining rezoning (if required) and plan of development approvals for our communities. We anticipate using part of our cash, including the net proceeds from this offering, to finance our efforts of developing conceptual designs for our communities, which includes but is not limited to placing earnest money deposits. If we fail to obtain rezoning and plan of development approvals, the earnest money deposits would not be refundable to us. If so happens, you may lose part or all of your investments.

We may be unable to close on agreements with land and property sellers, who can refuse to sell land and properties to us, which could adversely affect our operating results.

It is a common practice in the U.S. construction industry to enter into land and/or property purchase agreements contingent on obtaining approvals or rezoning and plans of development. Even if we obtain such approvals, there is a risk that land/property owners can refuse to sell us the land and/or property, in which case we would have to incur substantial expenses associated with litigation related to protecting our rights under the land/property purchase agreements. If we elect financing such expenses, such amounts would lower our operating cash and would be allocated from our cash, including but not limited to the proceeds from this offering. Even though we elect financing such expenses, there is no guarantee we would prevail in such litigation. If any of these events occur, our operating results and our financial performance would be considerably different from those currently anticipated. If so happens, you may lose part or all of your investments.

We may lose our payments to contractors during land development stage.

We intend using our cash, including but not limited to the net investment proceeds, for financing our land development activities, including but not limited to, paying architects, engineers, lawyers, earth work and site clearance contractors, utility contractors and other specialists. There is a risk that during conducting land development works we may occur difficulties that are unforeseen at the time we commence land development works. Such difficulties may include, but are not limited to, geological (for example, but not for limitation, unidentified underground streams or cavities), historical (for example, but not for limitation, unidentified burials or civil war trophies), and other consequential events. If any of these events occur, we would have to stop land development works for an indefinite period of time, and seek resolution of such occurrences in a lawful way, which may require capital expenditures in addition to those currently planned. Furthermore, if any of such events occur, we would have to extend our project timelines, which would render an adverse effect on internal return rates currently planned. Any of these events may cause us to result in a financial loss, and you may lose part or all of your investments into our Company and our business.

We may lose our payments to contractors during construction stage.

We intend using our cash, including but not limited to the net investment proceeds, for financing our construction activities, including but not limited to, paying architects, engineers, lawyers, excavation, concrete, framing, roofing, electrical, plumbing, and painting contractors, utility contractors and other specialists. There is a risk that during conducting construction works we may occur difficulties that are unforeseen at the time we commence the construction works. Such difficulties may include, but are not limited to, geological (for example, but not for limitation, unidentified underground streams or cavities), historical (for example, but not for limitation, unidentified burials or civil war trophies), and other consequential events. If any of these events occur, we would have to stop construction works for an indefinite period of time, and seek resolution of such occurrences in a lawful way, which may require capital expenditures in addition to those currently planned. Furthermore, if any of such events occur, we would have to extend our project timelines, which would render an adverse effect on internal return rates currently planned. Any of these events may cause us to result in a financial loss, and you may lose part or all of your investments into our Company and our business.

We may lose our payments to contractors made in the course of our engineering activities.

We intend using our cash, including but not limited to the net investment proceeds, for financing our engineering activities, including but not limited to, research, development of building kits, and experimentation with EVG-3D panels and with a 3D Printer. These activities traditionally bear a high risk of failure, and would most likely cause us to lose the payments we would make to our contractors and suppliers of products, materials, supplies and equipment. There is no way of predicting an outcome of research and development activities of this nature. From the net proceeds of this offering, provided we sell all of the common shares in this offering, we are planning to use up to $700,000 for the development and testing of building kits (including but not limited to purchase of EVG-3D panels for prototyping and experimentation), up to $500,000 for research efforts to find and acquire a suitable 3D printer, and up to $250,000 for purchasing and testing building materials that are untested by us. Although we are planning to use a reasonable degree of caution in relation to spending these amounts, there is no guarantee that we would regain these amounts back from the experiments we are contemplating to make. For example, but not for limitation, we may spend money to develop and test building kits of retaining walls using the EVG-3D panels. In the course of experimentation, we would have to apply an excessive heat (burn) and cold (freeze) to the panel for an extensive period of time. At this time, we cannot predict the effects such excessive influences would produce to the EVG-3D panel. Although our theoretical research allows us to create certain expectations, there is no assurance that such expectations would be confirmed. Furthermore, we may spend money for identifying a 3D printer (some of which could be in China or Europe) and may spend money traveling to those destinations in order to observe the printer in actual real-time work. Although we believe we would only spend money for travel to the destinations at which we believe we would find a suitable 3D printer, we may discover malfunctions on-site and/or find the actual printer performance dissatisfactory or unsuitable for our use in the United States. Hence, we may spend amounts of money and result in a total expense of such amounts without identifying a path for future actions. Any of these events, or other similar events, may cause us to result in a financial loss, and you may lose part or all of your investments into our Company and our business.

There is no guarantee that we will be able to obtain builder’s insurance.

We currently do not have a builder’s insurance policy. Though we do intend to obtain and maintain one for throughout the duration of the construction of our project, there is not guarantee that we will be able to obtain one at terms agreeable to us or at all, and there is no guarantee that we will be able to maintain it throughout the entire duration if we do. If an incident occurs during construction, and we do not hold such a policy, it could adversely affect either or both of the financial and time timetable performance of the project.

A natural disaster could adversely affect the project.

If a natural disaster occurs, the project and its performance could be adversely affected. A natural disaster could cause delays in performance, destroy construction, and adversely impact the market. This could negatively impact our financial performance and cause the project’s duration to extend beyond what we have anticipated.

We cannot ensure that hunters will not hunt on raw land that we own.

Whether with our permission or without, hunters may potentially hunt on raw land that we own. If this occurs, there is a possibility that an accident or incident may also occur on land that we own. There is no guarantee that a lawsuit or other such claim would not stem from such activity and the question of liability may be raised. If this occurs, such a lawsuit or claim could negatively impact the Company and the respective project in the form of, but not limited to, legal fees, court rulings, settlements, or negative public opinion.

We cannot guarantee the actual duration of the project.

The duration of a project is subject to many factors, including but not limited to, market demand, market reception, environmental factors, funding, contractor performance, availability of materials, weather, municipal rules and regulations, and management. Though we use best efforts to estimate the potential duration of a project, including third-party data, and will make every effort to meet the anticipated duration, these projections are intended to be accurate not conservative. We cannot guarantee the actual duration of a project. If the actual project duration exceeds these projections, the performance of the project could be adversely affected and you could lose all or part of your investment.

Our management has no experience successfully rezoning properties in the United States, which will be an important component of our business plan.

Our management has no experience successfully rezoning properties in the United States. We expect that rezoning will be an important part of our business plan. When engaging into rezoning activities, we rely on the expertise of our contractors, including but not limited to lawyers, architects, and engineers, but we have no influence over their operations and cannot guarantee their performance. If they fail to deliver on-target results, in part or at all, we may still be responsible for payment of their service invoices. Failure to rezone a potential project property may result in the inability to do the project at all. As a result, our financial conditions and result of operations will be affected.

Our pilot projects may perform worse than expected.

Our pilot projects may perform worse than expected. If that happens, it could be detrimental to the company and you may lose a part of or your entire investment.

There is no guarantee that we will acquire a 3-D printer or that it be a successful endeavor if we do.

There are is guarantee that we will be able to procure a 3-D printer at all. Also, there is no guarantee that if we do, that it will be of high quality, that we will be able to operate it properly, or that it will be a successful endeavor which could be detrimental to our company and to our growth strategy and you may lose a part of or your entire investment.

We may not be able to exercise full control over our projects operated under the Project LLCs.

We organized our recent acquisition of a 28.8-acre parcel of land in Chesterfield, Virginia and intend to organize our future homebuilding projects by using Project LLCs. These Project LLCs will initially be formed as our wholly-owned subsidiaries; however, as we attract private investments into the Project LLCs to finance the land development and construction of properties, our ownership of the Project LLCs will decrease to the extent the private investors purchase equity of the Project LLCs. Furthermore, the Project LLCs may finance their land development and construction operations by issuing preferred and/or ordinary membership interests to their lenders, which may further decrease our voting power and ownership interest in the Project LLCs. Resulting from such decrease of our ownership and voting power, we may become unable to exercise full control over the Project LLCs in which we share ownership interest with others, as well as the ability of other owners of the Project LLC to prevent us from taking actions regarding the Project LLCs that require a unanimous vote of all members. If we become unable to exercise an adequate control over the Project LLCs, our financial performance and results of operations may differ significantly from anticipated results at the time of this Offering, which may render a detrimental effect on your stockholder equity and earnings. As a result, you may lose part of or your entire investment into our shares of Common Stock. Also, there is no guarantee that we will enter into these new projects due to similar or different reasons, in which case we may spend our working capital inefficiently and you may lose part of or your entire investment into our company.

The homebuilding recovery has continued its progression at a slow and steady pace; however, a downturn in the recovery or decline in economic conditions could adversely affect our operations.

Demand for new homes is sensitive to changes in economic conditions such as the level of employment, consumer confidence, consumer income, the availability of financing and interest rate levels. The prior economic downturn severely affected both the housing market in certain demographics, both in the number of homes sold and the prices for which they were sold. We cannot predict whether the recovery in the housing market will continue. If the recovery were to slow or stop, or economic conditions were to worsen, the resulting decline in demand for new homes would negatively impact our business, results of operations and financial condition.

A decline in land values could result in write-downs.

Inventory risks are substantial for the homebuilding industry. There are risks inherent in controlling, owning and developing land and if housing demand declines, we may own land or lots at a cost we will not be able to recover fully, or on which we cannot build and sell homes profitably. There can be significant fluctuations in the value of undeveloped land, building lots and housing inventories related to changes in market conditions. As a result, any future deposits for building lots controlled under option or similar contracts could be be put at risk, we may have to sell homes we build or land we acquire for lower than anticipated profit margins or we may have to record inventory impairment charges with regard to our developed and undeveloped land and lots. If market conditions were to deteriorate significantly in the future, we could be required to make significant write downs with regard to our land inventory, including the 28.8-acre parcel of land we purchased in December 2015 in Chesterfield, VA. Any write-downs would decrease the asset values reflected on our balance sheet and adversely affect our earnings and our stockholders' equity.

Inflation may adversely affect us by increasing costs beyond what we can recover through price increases.

Inflation can adversely affect us by increasing costs of land, materials and labor. In addition, significant inflation is often accompanied by higher interest rates, which would have a negative impact on demand for our homes. In an inflationary environment, depending on homebuilding industry and other economic conditions, we may be precluded from raising home prices enough to keep up with the rate of inflation, which would reduce our profit margins.

Homebuilding and land acquisition are very competitive industries, and competitive conditions could adversely affect our business or financial results.

The homebuilding and land acquisition industries are highly competitive. Homebuilders compete not only for homebuyers, but also for desirable land, financing, raw materials, skilled management and labor resources. We will compete in each of our intended markets with numerous national, regional and local homebuilders. We will also compete with sellers of existing homes, including foreclosed homes, and with rental housing. These competitive conditions can reduce the number of homes we deliver, negatively impact our selling prices, reduce our profit margins, and cause impairments in the value of our inventory or other assets. Competition can also affect our ability to acquire suitable land, raw materials and skilled labor at acceptable prices or other terms.

We may be subject to significant potential liabilities as a result of warranty and liability claims made against us.

As a homebuilder, we will be subject in the ordinary course of our business to warranty and construction defect claims. We will also subject to claims for injuries that occur in the course of construction activities. We intend to have, and many of our subcontractors will be required to have, general liability, property, workers’ compensation and other business insurance. These insurance policies are intended to protect us against a portion of our risk of loss from claims, subject to certain self-insured retentions, deductibles and other coverage limits. However, it is possible that this insurance will not be adequate to address all warranty, construction defect and liability claims to which we will be subject. Additionally, the coverage offered and the availability of general liability insurance for construction defects are currently limited and policies that can be obtained are costly and often include exclusions based upon past losses those insurers suffered as a result of use of defective products in homes we intend to build.

Products supplied to us and work done by subcontractors could expose us to risks that could adversely affect our business.

We may rely on subcontractors to perform the actual construction of our homes, and in many cases, to select and obtain building materials. Despite our detailed specifications and quality control procedures, in some cases, subcontractors might use improper construction processes or defective materials. Defective products widely used by the homebuilding industry can result in the need to perform extensive repairs to large numbers of homes. The cost of complying with our warranty obligations might be significant if we are unable to recover the cost of repairs from subcontractors, materials suppliers and insurers.

There is no guarantee that we will be able to adequately protect our intellectual property.

Our intellectual property is comprised of the proprietary design of novel construction materials and knowledge of the methods of their assembly into the building structures, including but not limited to foundations, walls, roofs, etc. We intend to protect our intellectual property by filing patent applications with the U.S. Patent and Trademark Office from time to time. Even if we file the patent applications, there is no guarantee that patents will be granted for these applications. If patents are granted, there is no assurance that a party would respect these patents and our intellectual property rights. If a party violates our patent rights, there is no assurance that we will become aware of such violation. Defending intellectual properties in the court of law is very costly. There is no assurance that we will be able to obtain funds sufficient to defend our intellectual property rights in the court of law, or, if such funds are obtained, there is no assurance we will be able to win in litigation proceedings. Even if we are successful in defending our properties in the court of law, the violators might not be able to pay us any damages or fees, if awarded. We are also planning to protect our intellectual property by requiring our key employees, contractors and partners to sign written agreements restraining them from using our intellectual property for commerce without our participation. Such agreements will include, among other provisions, non-competition and confidentiality requirements. There is no guarantee that any of our contractors or partners will agree to signing these agreements. Even if these agreements are signed, there is no guarantee that any of our employees, contractors or partners will continually comply with the terms of these agreements. Furthermore, there is no guarantee that we will be able to discover violations and enforce our patent rights and the rights under these agreements in the court of law. If discovered, there is also no guarantee that we will be able to effectively defend our intellectual property rights in the court of law. Even if we are successful in defending our properties in the court of law, the violators would be able to pay us any damages or fees, if awarded.

RISK FACTORS RELATING TO OUR INDUSTRY

We operate in highly competitive industry.

The real estate development and financing industry is highly competitive, and the Company will face competitors with significantly greater resources, capital and experience in the industry. The success or failure of the Company’s business will depend, in part, upon its ability to acquire new assets (land and property) of sufficient quality and on favorable terms, and its ability to invest and reinvest its cash resources an efficient manner.

Our business is subject to governmental regulations that may delay, increase the cost of, prohibit or severely restrict our development and sale of homes and reduce our revenues and cash flows.

We are subject to laws and regulations that affect the land development and home building process, including laws and regulations related to zoning, permitted land uses, building design, access to water and other utilities, water and waste disposal and use of open spaces. We must also obtain permits and approvals from local authorities to complete residential development or home construction. The laws and local regulations under which we and our subcontractors operate may result in delays in construction and development.

Regulatory and other changes in the industry may adversely affect our ability to produce, and reduce demand for, our products.

Federal, state, local and foreign government laws, regulations and policies concerning the home building industry may heavily influence the market for our products, which could make it more difficult or costly for us to develop, manufacture or market our products. We cannot predict how changes in regulation or other industry changes will affect the market for our products or impact our ability to distribute, install and service our products.

Our success depends on the availability of suitable undeveloped land and improved lots at acceptable prices and our working capital having sufficient liquidity to fund such investments.

Our success in building and selling of our proposed new homes depends in part upon the continued availability of suitable improved lots at acceptable prices. The availability of improved land for purchase at favorable prices depends on a number of factors outside of our control, including the risk of competitive over-bidding on land and lots and restrictive governmental regulation. Should suitable land opportunities become less available, the number of future new homes, we may be able to build and sell would be reduced, which would reduce revenue and profits. In addition, our ability to make land purchases will depend upon us having sufficient liquidity to fund such purchases. We may be at a disadvantage in competing for land due to our limited cash resources.

Raw material and labor shortages and price fluctuations could delay or increase the cost of home construction and adversely affect our operating results.

The homebuilding industry has from time to time experienced raw material and labor shortages. In particular, shortages and fluctuations in the price of raw materials could result in delays in the start or completion of, or increase the cost of, developing our residential communities. In addition, we contract with subcontractors to construct our homes. Therefore, the timing and quality of our construction depend on the availability, skill, and cost of our local subcontractors. Delays or cost increases caused by shortages and price fluctuations could harm our operating results, the impact of which may be further affected depending on our ability to raise our future sales prices to offset increased costs.

We will be dependent upon building partners, general contractors, subcontractors, vendors, and suppliers.

Our success will be dependent upon building partners, general contractors, subcontractors, vendors, and suppliers. There is no guarantee that any of them will be able to perform well, at all, or that it will be a successful endeavor. If any of these risks will render an influence on our business, you may lose a part of or your entire investment.

The competitive conditions in the home building industry could increase our costs, reduce our revenues and earnings and otherwise adversely affect our results of operations and cash flows.

The home building industry is highly competitive and fragmented. We compete with a number of national, regional and local builders. We compete primarily based on price, location, design, quality, service and reputation. Some of our competitors have greater financial resources than we do. We also will compete with sales of existing homes and condominiums, foreclosure sales of existing homes and condominiums in our target markets. A continued oversupply of competitively priced resale, foreclosure in our local markets could adversely affect our ability to sell our proposed new homes in our target markets.

Our ability to sell homes and, accordingly, our results of operations, will be affected by the availability of mortgage financing to potential home buyers.

It is our belief that most home buyers finance their purchase of a new home through third-party mortgage financing. Increases in interest rates and decreases in the availability of consumer mortgage financing will depress the market for new homes. For instance, recent initiatives to tighten underwriting standards have made mortgage financing more difficult to obtain for entry-level home buyers. Even if potential home buyers do not experience difficulty securing mortgage financing for their purchase of a new home, increases in interest rates and decreased mortgage availability could make it harder for them to sell their existing homes. This could adversely affect the future sales of our proposed new homes.

Our success depends on the availability of suitable undeveloped land and improved lots at acceptable prices and our working capital having sufficient liquidity to fund such investments.

There is no assurance and no guarantee that we will be able to develop novel construction methods and processes.

There is no assurance and no guarantee that we will be able to develop our intended novel construction method and process for erecting a bearing wall in part or in full, as well as no guarantee that such technology will be competitive to current and then-invented technologies, methods or systems. Furthermore, if such technology is developed, there is no guarantee that we will be able to market it with success or at all, and if marketed, there is no guarantee that such technology will achieve a sustainable competitive advantage or gain a defendable market share.

There is no guarantee that we will commence any projects.

We are currently conducting initial review and feasibility studies for certain projects. However, there is no guarantee that our feasibility studies and reviews will result in our decision to undertake these projects. Furthermore, there is no guarantee that such land will be available by the time we decide to undertake these projects and express our desire to pay deposits to enter into land purchase agreement. Even if such land is available, there is no guarantee that such land will be at that time available to us on terms and conditions acceptable to us. If we do not enter into these projects, we will have to spend additional time and monetary resources (including part of the net proceeds from this Offering) to conduct feasibility studies and originate other projects. If we do so, there is no guarantee that we will enter into these new projects due to similar or different reasons, in which case we may spend our working capital inefficiently and you may lose part of or your entire investment into our company.

Our technologies are unproven.

The EVG-3D and other technologies based on which we are developing our building kits and which we anticipate using in construction are untested and there is no guarantee such technologies will be accepted by the market, and, if accepted, that such technologies would be competitive enough to enable us reach and defend a sustainable market power. Furthermore, there is no guarantee that we will be able to effectively deploy these technologies to compete with the traditional construction methods. If any of these risks will render an influence on our business, you may lose a part of or your entire investment. There is no assurance that our building kits will pass regulatory testing and, if they do not pass, it could be detrimental to our company and you may lose a part of or your entire investment.

Changes in economic and market conditions could result in the future sale of new homes at a loss or holding land in inventory longer than planned, the cost of which can be significant.

Land inventory risk can be substantial for homebuilders. We must continuously seek and make acquisitions of land for expansion into new markets and for replacement and expansion of land inventory within our current markets. The market value of buildable lots, and housing inventories can fluctuate significantly as a result of changing market conditions. In the event of changes in economic or market conditions, we may have to sell our future homes at a loss or hold land in inventory longer than planned. Inventory carrying costs can be significant and can result in losses in a poorly performing project or market.

RISK FACTORS RELATING TO OUR SECURITIES

Because our offering will be conducted on a “best efforts” basis, there can be no assurance that we can raise the money we need.

The shares being offered by the Company in this Offering are being done by the Company’s officers and directors on a “best efforts” basis without the benefit of an underwriter and there is no minimum offering amount that we have to close on. We can provide no assurance that this Offering will be completely sold out, or that we will sell any shares of Common Stock at all.

The price of our shares in this Offering has been arbitrarily determined by us and may not reflect the actual market price for the securities.

The offering price of the Shares has been arbitrarily determined by the Company and bears no relationship to conventional criteria, such as book value or earnings per share. However, the price may not be indicative of the prevailing market price, if any, for the Common Stock in the trading market after this Offering. The market price of the securities offered herein, if any, may decline below the offering price. The stock market has experienced extreme price and volume fluctuations. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management’s attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

We will be subject to the reporting requirements under the federal securities laws which will increase our expenses.

When this registration statement, of which this prospectus is a party, is declared effective by the SEC, we will be required regularly file quarterly and annual reports with the SEC on Forms 10-Q and 10-K, respectively, as well as current reports on Form 8-K as required by such form. Preparing and filing annual, quarterly and current reports with the SEC is a costly and time-consuming process and which will require us to retain a PCAOB-registered independent auditor and an experienced securities attorney as well as utilizing the services of a filing agent to convert our reports into the SEC’s EDGAR format and any financial statements contained therein into SEC’s XBRL format. Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have significantly increased the costs and risks associated with accessing the public markets and public reporting.

Ineffective internal controls over financial reporting could harm our reputation and adversely impact the trading price of our Common Stock.

Effective internal controls are necessary to provide reasonable assurance with respect to its financial reports and to effectively prevent fraud. Once this registration statement is declared effective by under the Securities Act, we will need to file quarterly, annual and current reports with the SEC. Pursuant to the Sarbanes-Oxley Act of 2002, the Company will be required to furnish a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control in its annual report on Form 10-K. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, the could fail to meet its reporting obligations, and there could be a material adverse effect on its stock price.

Our undesignated Preferred Stock may inhibit potential acquisition bids; could adversely affect the market price for our Common Stock and the voting rights of holders of our Common Stock.

Our Articles of Incorporation provides our Board of Directors with the authority to issue up 10,000,000 shares of “blank check” Preferred Stock and to determine or alter the rights, preferences, privileges and restrictions granted to or imported upon these shares without further vote or action by our stockholders. The issuance of shares of Preferred Stock may delay or prevent a change in control transaction without further action by our stockholders. As a result, if a market was to ever develop for our Common Stock, the market price of our Common Stock may be adversely affected. In addition, if we issue Preferred Stock in the future that has preference over our Common Stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue Preferred Stock with voting rights that dilute the voting power of our Common Stock, the rights of holders of our Common Stock or the market price of our Common Stock could be adversely affected.

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

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to submit an application with OTC Markets for quotation of our Common Stock on the OTCQB after the registration statement relating to this prospectus is declared effective by the SEC. If for any reason our Common Stock is not quoted on the OTCQB or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their Common Stock should they desire to do so. No market makers have committed to becoming market makers for our Common Stock and none may do so. There is no assurance that if we file an application with the OTC Marketplace for quotation of our stock our application will be approved. Even if our application is approved, a market for our Common Stock may not develop or be sustained. If an active market for our securities does not develop, it may be difficult for you to sell shares you purchase in this Offering without depressing the market price for the shares or at all. As a result of these and other factors, you may not be able to sell your shares of our Common Stock at or above the initial price offered herein or at all. Further, an inactive market may also impair our ability to raise capital by selling shares of our Common Stock and may impair our ability to enter into strategic partnerships or acquire companies by using our shares of Common Stock as consideration.

In the event that our Common Stock becomes quoted on the OTCQB, it may l be subject to the “Penny Stock” Rules of the SEC and the trading market in our securities will be limited, which will make transactions in our stock cumbersome, which may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, 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. For any transaction involving a penny stock, unless exempt, the rules require:

	●	that a broker or dealer approve a person’s account for transactions in penny stocks; and

	●	the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	Obtain financial information and investment experience objectives of the person; and

	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

	●	the basis on which the broker or dealer made the suitability determination; and

	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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 Common Stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

If and when our Common Stock becomes quoted on the OTCQB, FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that are required in recommending an investment to a customer. A broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to resell shares of our Common Stock.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our Common Stock to decline and delay the development of our products. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value.

Our management has no experience conducting a best-efforts offering or serving as executives of a publicly traded United States company.

Our management has no experience conducting a best-efforts offering. As a result, we may not be successful in raising as many funds as anticipated and the requirements of conducting such an offering may distract our management. Further, our management has no experience serving as executives of a publicly traded US company, and as a result may be distracted from the core business of the Company due to the time and effort required to comply with regulations applicable to US public companies.

The requirements of being a public company may strain our resources and distract our management.

Upon the effectiveness of the registration statement of which this prospectus is a part, we will become a reporting company with the SEC and will be required regularly file quarterly and annual reports with the SEC on Forms 10-Q and 10-K, respectively, as well as current reports on Form 8-K as required by such form. Preparing and filing annual, quarterly and current reports with the SEC is a costly and time-consuming process and which will require us to retain an experienced securities attorney as well as utilizing the services of a filing agent to convert our reports into the SEC’s EDGAR format and any financial statements contained therein into SEC’s XBRL format. Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have significantly increased the costs and risks associated with accessing the public markets and public reporting.

Also, Section 404 of the Sarbanes-Oxley Act requires that we establish and maintain an adequate internal control structure and procedures for financial reporting and include a report of management on our internal control over financial reporting in our annual report on Form 10-K. That report must contain an assessment by management of the effectiveness of our internal control over financial reporting and must include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock.

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. We believe it is likely that the Board of Directors will continue to conclude, that it is in the best interests of the Company and its stockholders to retain all earnings (if any) for the development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

If our shares are quoted on the OTCQB, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the OTCQB, we will be required to remain current in our filings with the SEC in order for shares of our Common Stock to continue to be eligible for such quotation. If our shares are not eligible for quotation on the OTCQB, investors in our Common Stock may find it difficult to sell their shares.

State securities law may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our Common Stock sold pursuant to this Offering, you may not be able to resell the shares in a certain state unless and until the shares of our Common Stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our Common Stock for secondary trading, or identifying an available exemption for secondary trading in our Common Stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our Common Stock in any particular state, the shares of Common Stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our Common Stock, the market for the Common Stock will be limited, which could drive down the market price of our Common Stock and reduce the liquidity of the shares of our Common Stock and a stockholder’s ability to resell shares of our Common Stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

If we take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies.

As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

	●	only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

	●	reduced disclosure about our executive compensation arrangements;

	●	no non-binding advisory votes on executive compensation or golden parachute arrangements;

	●	exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of any of these reduced reporting burdens in this prospectus, although we may choose to do so in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

	●	ability to raise capital sufficient for performance of our projects and business plans;

	●	ability to identify and complete commercially viable projects;

	●	success in retaining or recruiting, or changes required in, our officers, key employees or directors;

	●	officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our acquisitions, as a result of which they would then receive expense reimbursements;

	●	pool of prospective acquisition candidates;

	●	the ability of our officers and directors to generate a number of potential investment opportunities;

	●	potential change in control and/or dilution if we acquire one or more target businesses for stock;

	●	the potential liquidity and trading of our securities;

	●	the lack of a market for our securities;

	●	use of proceeds paid to Selling Stockholders and not received by us; or

	●	financial performance following this Offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Risk Factors” in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Industry and Market Data

This prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys, and studies conducted by third parties, some of which may not be publicly available. Estimates, forecasts, and surveys are periodically updated by third parties and may materially impact projections in the future.

SELLING STOCKHOLDERS

We are registering for resale an aggregate of 525,658 shares of our Common Stock by the Selling Stockholders identified below. The Selling Stockholders acquired the foregoing shares of our Common Stock under the exemption from the registration requirements of the Securities Act afforded the Company by Section 4(a)(2) promulgated thereunder. We are registering the shares of Common Stock to permit the Selling Stockholders and their pledgees, donees, transferees and other successors-in-interest that receive their shares from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate in the manner described in the “Plan of Distribution.”

The table below sets forth the name of each Selling Stockholder, the amount of securities of the class beneficially owned by such Selling Stockholder prior to the Offering, the amount to be offered for the Selling Stockholders’ account, the amount and (if one percent or more) the percentage of the class to be owned by such Selling Stockholder after completion of the Offering (assuming the Company sell’s all 14,500,000 shares of Common Stock offered by the Company in this Offering), and the nature of relationships each Selling Stockholder has had within the past three years with the Company or any of its predecessors or affiliates.

Unless otherwise indicated, none of the Selling Stockholders have been an officer or director of the Company or any of its subsidiaries, predecessors or affiliates within the last three years nor have they had a material relationship with the Company or any of its subsidiaries, predecessors or affiliates within the last three years.

Based on representations made to us by the Selling Stockholders and to the best of our knowledge, no Selling Stockholders are a FINRA-registered broker-dealer or has any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Upon our being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which the Common Stock was sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.

We will not receive any proceeds from the sale of the shares sold by the Selling Stockholders. We have agreed to bear the expenses of registration of the shares, other than commissions and discounts of agents or broker-dealers and transfer taxes, if any. We have no contractual obligations to provide any of our stockholders with registration of their shares. The following table indicates each Selling Stockholders and the amount of shares included for the registration for sale with this prospectus. There is no assurance and no guarantee that the Selling Stockholders will sell all or any number of the shares we are registering for sale in this Offering.

	Before Offering				After Completion of Offering
Selling Stockholder	Amount of Common Stock Owned		Amount of Common Stock Offered for Selling Stockholder’s Account		Amount of Common Stock to be owned by Selling Stockholder		Percentage of Common Stock to be owned by Selling Stockholder(1)
Temnikov, Maxim, Ph.D. (2)		830,712		200,000		630,712		3.8	%
Gurin, Sergey (3)		832,334		200,000		632,334		3.8	%
FVZ LLC (4)		411,296		100,000		311,296		1.9	%
Albrekht, Ilya		163		163		0		0.0	%
Aravanis Investments Inc. (5)		11		11		0		0.0	%
Azarpad, Amir		456		456		0		0.0	%
Basuki, Royanto		1		1		0		0.0	%
Belousova, Nadezda		10		10		0		0.0	%
Capital Group of Broward Inc. (6)		7		7		0		0.0	%
Cegielski, Marek		8,728		8,728		0		0.0	%
Chalmers, John		7		7		0		0.0	%
Cheverda, Victor		34		34		0		0.0	%
Cooper, Novelette		3		3		0		0.0	%
Dimitrov, Valentin		3,018		3,018		0		0.0	%
Estrin, Igor		7		7		0		0.0	%
Faynberg, Leonid		3		3		0		0.0	%
Finley, Chandler		45		45		0		0.0	%
Fowler, William		9		9		0		0.0	%
Galkin, Oleg		267		267		0		0.0	%
Gregg, Ronald		81		81		0		0.0	%
Gurin, Pavel (7)		3		3		0		0.0	%
Gurin, Victor (8)		12		12		0		0.0	%
Gurina, Olga (9)		917		917		0		0.0	%
Gurina, Tatyana (10)		198		198		0		0.0	%
Hersh, Kenneth		106		106		0		0.0	%
Jekov, Jivko		6		6		0		0.0	%
Katz, Zena(11)		404		404		0		0.0	%
Makarov, Pavel		163		163		0		0.0	%
Meltser, Mark		65		65		0		0.0	%
Mikheleva, Ganna		10		10		0		0.0	%
Moshkov, Alexey		1		1		0		0.0	%
Novak, Peter		2		2		0		0.0	%
Onuchin, Ivan		190		190		0		0.0	%
Perkal Provornyy, Iakov		1,961		1,961		0		0.0	%
Permiakov, Serguei		2		2		0		0.0	%
Provornaya, Liya		25		25		0		0.0	%
Remenson, Ella		2		2		0		0.0	%
Reshetnyak, Viatcheslav		190		190		0		0.0	%
Sarkisyan, Susanna		13		13		0		0.0	%
Savitt, Sean		2		2		0		0.0	%
Sharin, Valeriy		81		81		0		0.0	%
Shembel, Olena		1		1		0		0.0	%
Stano, Slavomir		4		4		0		0.0	%
Tate, Regan		81		81		0		0.0	%
Toci, Alessandro		5		5		0		0.0	%
Trejbal, Petr		1,748		1,748		0		0.0	%
Wedziuk, Dariusz		571		571		0		0.0	%
Woods, Garfield		325		325		0		0.0	%
Yalunin, Andrei		5,720		5,720		0		0.0	%
TOTAL:		2,100,000		525,658		1,574,342		9.5	%

(1)	There are 2,100,000 shares of Common Stock of the Company currently outstanding. Percentages are based on an aggregate of 16,600,000 shares of Common Stock, consisting of (i) 2,100,000 shares of Common Stock outstanding immediately prior to the Offering and (ii) 14,500,000 shares of Common Stock offered by the Company in this Offering and assuming the all shares offered by the Company are sold.

(2)	Dr. Temnikov serves as the President, Chief Executive Officer and a member of the Board of Directors of the Company.

(3)	Mr. Gurin serves as the Vice President, Interim Chief Financial Officer and a member of the Board of Directors of the Company.

(4)	Ms. Fay Katz and Mr. Val Zevel have voting and dispositive control of the securities held by FVZ, LLC.

(5)	Mr. John Aravanis have voting and dispositive control of the securities held by Aravanis Investments Inc.

(6)	Mr. Amir Azarpad and Mr. Ramin Farahmand have voting and dispositive control of the securities held by Capital Group of Broward Inc.

(7)	Brother of Sergey Gurin, the Company’s Vice President, Interim Chief Financial Officer and a member of the Board of Directors of the Company. Mr. Gurin is not deemed to the be the beneficially owner of these shares under Rule 16a-1 of the Exchange Act.

(8)	Father of Sergey Gurin, the Company’s Vice President, Interim Chief Financial Officer and a member of the Board of Directors of the Company. Mr. Gurin is not deemed to the be the beneficially owner of these shares under Rule 16a-1 of the Exchange Act.

(9)	Former wife of Sergey Gurin, the Company’s Vice President, Interim Chief Financial Officer and a member of the Board of Directors of the Company. Mr. Gurin is not deemed to the be the beneficially owner of these shares under Rule 16a-1 of the Exchange Act.

(10)	Daughter of Sergey Gurin, the Company’s Vice President, Interim Chief Financial Officer and a member of the Board of Directors of the Company. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Gurin is deemed to have a pecuniary interest and be the beneficial owner of shares held by his daughter due to the fact that she is a family member and resides in the same household. However, Mr. Gurin disclaims beneficial ownership of these shares under Section 13d-4 of the Exchange Act for the purposes of Section 13(d) or Section 13(g) of the Exchange Act.

(11)	Zena Katz is the sister of Fay Katz. Fay Katz has shared voting and dispositive control over FVZ, LLC, a principal stockholder.

Although certain Selling Stockholders are related to our Interim Chief Financial Officer, Mr. Sergey Gurin, by blood or former marriage, there are no agreements that give Mr. Gurin or any other member of our executive management or our Board of Directors authority to vote and sell any of the securities held in the accounts of our other Selling Stockholders.

The 525,658 shares of Common Stock offered by our Selling Stockholders include 100,000 shares of our Common Stock we issued on March 31, 2015, pursuant to an Agreement and Plan of Merger (“Merger Agreement”) we entered into with Helpful Technologies, Inc., a Florida corporation (“HTI”), and HAC Patents, LLC, a Florida limited liability company and a wholly-owned subsidiary of HTI ("HAC Patents”). Pursuant to the Merger Agreement, we acquired 100% of the outstanding equity of HAC Patents from HTI in exchange for 100,000 shares of our Common Stock, at a price of $0.08 per share (for a total of $8,000), based on the $8,145 fair value of HAC Patent’s only asset, U.S. Patent Application 14/093,334 (the “Patent”). The 100,000 shares were distributed by HTI to its stockholders as a dividend, including an aggregate of 74,342 shares of Common Stock to our founders, Dr. Temnikov, Mr. Gurin and FVZ, LLC, and are being registered for resale by the Selling Stockholders named in this Prospectus. At the time of the Merger, HTI was an affiliate of the Company due to the fact that they were both under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively, and 20% stockholder, FVZ, LLC. The remaining 425,658 shares of Common Stock offered by our Selling Stockholders in this Offering are held by our founders, including our Chief Executive Officer, Dr. Temnikov, and Vice President, Sergey Gurin.

Relationship of the Selling Stockholders to the Company

	●	Included in the 525,658 shares of our Common Stock being offered by our Selling Stockholders in this Offering, 200,000 shares are owned by our Chief Executive Officer, President and a director and founder of the Company, Dr. Temnikov. Since our inception in April 2012, Dr. Temnikov has been serving as a member of our Board of Directors. From our inception until December 31, 2014, Dr. Temnikov served as our Chief Operating Officer. Since January 1, 2015, Dr. Temnikov has been serving as our President and Chief Executive Officer. Dr. Temnikov is anticipated to remain the Company’s Chief Executive Officer for the foreseeable future. Immediately prior to the date of this prospectus, Dr. Temnikov holds an aggregate of 830,712 shares of our voting Common Stock, which constitutes 39.6% of our issued and outstanding voting stock, and 3,200,000 shares of our non-voting Series-X Common Stock. If all of the 200,000 shares of Common Stock offered by Dr. Temnikov in this Offering are sold, Dr. Temnikov will own 630,712 shares of our voting Common Stock and 3,200,000 shares of our non-voting Series-X Common Stock and after completion of the offering, which would constitute 3.8% of our issued and outstanding voting securities (assuming all 14,00,000 shares of Common Stock are sold by the Company in Offering). Dr. Temnikov will be able to convert his shares of Series-X Common Stock into the shares of Common Stock if an average trading price per share of our Common Stock on over-the-counter market equals or exceeds a predefined price of $5.00, $7.00, $10.00 and $12.00 over the 20-day period. The rights and conversion conditions of Series-X Common Stock are described in further details in Section entitled “Description of Securities” in this prospectus.

	●	Our co-founder and named Selling Stockholder, Mr. Gurin, offers for resale 200,000 shares of Common Stock in this Offering. Mr. Gurin has been our President and Director from our inception in April 2012 till December 31, 2014, and then our Vice President, Director and Interim Chief Financial Officer since January 1, 2014. Mr. Gurin is anticipated to remain our Interim Chief Financial Officer immediately after effectuation of this Offering by the SEC and thereafter. Immediately prior to the date of this prospectus, Mr. Gurin holds 832,334 shares of our voting Common Stock, which constitutes 39.6% of our issued and outstanding voting stock, and 3,200,000 shares of our non-voting Series-X Common Stock. If all of the 200,000 shares of Common Stock offered by Mr. Gurin in this Offering are sold, Mr. Gurin will own 3,200,000 shares of our non-voting Common Stock and 632,334 shares of our voting Common Stock after completion of this Offering, which would constitute 3.8% of our issued and outstanding voting securities. Mr. Gurin will be able to convert his shares of Series-X Common Stock into the shares of Common Stock if an average trading price per share of our Common Stock on over-the-counter market equals or exceeds a predefined price of $5.00, $7.00, $10.00 and $12.00 per Common share as measured over the 20-day period. The rights and conversion conditions of Series-X Common Stock are described in further details in Section entitled “Description of Securities” of this prospectus. Until a part or all of the 3,200,000 shares of non-voting Series-X Common Stock become convertible into the shares of voting Common Stock, Mr. Gurin will remain a minority stockholder of the Company.

	●	Our co-founder and named Selling Stockholder, FVZ, LLC offers, for resale 100,000 shares of Common Stock in this Offering. FVZ, LLC has been our co-founder since 2012, but has had no other material relationship to the Company. However, Mr. Val Zevel, who owns and controls 25% of the voting LLC Interests of FVZ, LLC, served as our Chief Executive Officer and Director from our inception in April 2012 till December 31, 2014. Immediately prior to the date of this prospectus, FVZ, LLC holds 411,296 shares of our voting Common Stock, which constitutes 19.6% of our issued and outstanding voting stock, and 1,600,000 shares of our non-voting Series-X Common Stock. If all of the 100,000 shares of Common Stock offered by FVZ, LLC in this Offering are sold, FVZ, LLC will own 3,200,000 shares of our non-voting Series X-Common Stock and 532,334 shares of our voting Common Stock after completion of the offering, which would constitute 1.9% of our issued and outstanding voting securities. FVZ, LLC will be able to convert its shares of Series-X Common Stock into the shares of Common Stock if an average trading price per share of our Common Stock on over-the-counter market equals or exceeds a predefined price of $5.00, $7.00, $10.00 and $12.00 per Common share as measured over the 20-day period. The rights and conversion conditions of Series-X Common Stock are described in further details in Section entitled “Description of Securities” of this prospectus. Until a part or all of the 3,200,000 shares of non-voting Series-X Common Stock become convertible into the shares of voting Common Stock, FVZ, LLC remain a minority stockholder of the Company. Furthermore, Ms. Fay Katz owns and effectively controls 75% of FVZ, LLC. Ms. Fay Katz’s sister, Ms. Zena Katz, owns 100% of Zimas LLC (“Zimas”), and is the beneficial owner of an aggregate of 250,404 shares of Common Stock, consisting of (i) 404 shares of Common Stock held directly by Ms. Zena Katz; and (ii) 250,000 shares of common Stock issuable upon the conversion of indebtedness in the principal amount of $400,000 pursuant to a Loan and Settlement Agreement, dated June 1, 2014, as amended, between the Company and Zimas. Ms. Zena Katz’s beneficial ownership of the shares our Common Stock represents approximately 10.66% of the Company’s Common Stock before the Offering and will represent approximately 1.32% of the Company’s Common Stock after the Offering (assuming the sale of all of the 14,500,000 shares of Common Stock by the Company and Ms. Katz sells her 404 shares of Common Stock included in this prospectus). Zimas’ beneficial ownership excludes 625,000 shares of Common Stock issuable upon the exercise of a warrant, dated April 29, 2016, exercisable from January 1, 2018 to December 31, 2028 for $1.60 per share due to the fact that the warrant is not exercisable within the next 60 days and therefore, is not deemed to be “beneficially owned” by Zimas under the Securities Act. The warrant was issued in connection with that certain Loan Amendment and Extension Agreement, dated April 29, 2016, between the Company and Zimas pursuant to which Zimas agreed to extend the maturity date of that certain promissory note issued by the Company to Zimas in April 2013 in the principal amount of $1,000,000 from March 31, 2016 to June 30, 2016. This warrant was valued using the Black-Scholes model using a volatility of 87.85% (derived using the average volatility of three similar public companies), an expected term of 1.7 years and a discount rate of 0.77%. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016.

Unless otherwise indicated above, none of the Selling Stockholders named in the Selling Stockholder table above have been an officer or director of the Company or any of its subsidiaries or predecessors within the last three years nor have they had a material relationship with the Company or any of its subsidiaries or predecessors within the last three years.

Relationship of the Selling Stockholders to the Company’s Affiliates and Subsidiaries

	●	Our co-founder, executive officer, director and named Selling Stockholder, Dr. Temnikov, offers for resale 200,000 shares of Common Stock in this Offering. From January 1, 2014 to December 31, 2014, Dr. Temnikov was served as the President of our affiliate company, Helpful Technologies Inc., a Florida corporation (“HTI”), and its subsidiaries, Fuel Combustion Technologies Inc., a Florida corporation (“Fuecotech”) and Helpful Capital Group LLC, a Florida limited liability company (“Helpful Capital Group”). Dr. Temnikov beneficially owns 7,619,200 shares of Common Stock of HTI, representing approximately 30.8% of the outstanding voting securities of HTI, and 2,918,398 shares of Common Stock of Fuecotech, representing approximately 27.0% of the outstanding voting Common Stock of Fuecotech. Dr. Temnikov also owns 8,000,000 shares of Common Stock of Helpful Manufacturing Inc., a Florida corporation and an affiliate of the Company (“HMI”), representing approximately 39.8% of the outstanding voting securities of HMI Dr. Temnikov served as the President and Chairman of the Board of Directors from HMI from January 1, 2014 to December 31, 2014. Immediately prior to the date of this prospectus, Dr. Temnikov held 830,712 shares of our voting Common Stock, representing approximately 39.6% of our issued and outstanding voting Common Stock, and 3,200,000 shares of our non-voting Series-X Common Stock. If all of the 200,000 shares of Common Stock offered by Dr. Temnikov in this Offering are sold, Dr. Temnikov will own 3,200,000 shares of our non-voting Series X-Common Stock and 630,712 shares of our voting Common Stock after completion of this Offering, which would constitute approximately 3.8% of our issued and outstanding voting Common Stock. Until a part or all of the 3,200,000 shares of non-voting Series-X Common Stock become convertible into the shares of voting Common Stock, Dr. Temnikov will exercise a minority stockholder control over the Company’s operations. The conversion contingencies and conditions of Series-X Common Stock are described in further details in Section entitled “Description of Securities” included in this prospectus.

	●	Our co-founder, executive officer, director and named Selling Stockholder, Mr. Gurin, offers for resale 200,000 shares of Common Stock in this Offering. Mr. Gurin served as the President and Chief Executive Officer of HTI, our affiliate company, from January 2008 until December 31, 2013, and has been serving as the President and Chief Executive Officer of HTI’s subsidiaries: Fuecotech (since August 2009) and Helpful Capital Group (since February 2013). Mr. Gurin owns 8,028,862 shares of Common Stock, or approximately 32.4% of the outstanding voting Common Stock, of HTI, and 3,075,312 shares of Common Stock, or approximately 28.5% of outstanding voting securities, of Fuecotech. Mr. Gurin also owns 7,000,000 shares of Common Stock, or approximately 34.9% of the outstanding voting Common Stock of HMI, an affiliate of the Company, of which he served as the Vice President and a director from April 2012 to December 31, 2014 and then President and CEO starting from January 1, 2015. Immediately prior to the date of this prospectus, Mr. Gurin holds 832,334 shares of our voting Common Stock, which constitutes approximately 39.6% of our issued and outstanding voting Common Stock, and 3,200,000 shares of our non-voting Series-X Common Stock. If all of the 200,000 shares of Common Stock offered by Mr. Gurin in this Offering are sold, Mr. Gurin will own 3,200,000 shares of our non-voting Series X-Common Stock and 632,334 shares of our voting Common Stock after completion of the offering, which would constitute 3.8% of our issued and outstanding voting Common Stock. Mr. Gurin will be able to convert his shares of Series-X Common Stock into the shares of Common Stock if an average trading price per share of our Common Stock on over-the-counter market equals or exceeds a predefined price of $5.00, $7.00, $10.00 and $12.00 per Common share as measured over the 20-day period. The rights and conversion conditions of Series-X Common Stock are described in further details in Section entitled “Description of Securities” included in this prospectus. Until a part or all of the 3,200,000 shares of non-voting Series-X Common Stock become convertible into the shares of voting Common Stock, Mr. Gurin will exercise a minority stockholder control over the Company’s operations.

	●	Our co-founder and named Selling Stockholder, FVZ, LLC offers, for resale 100,000 shares of Common Stock in this Offering. FVZ, LLC has been our co-founder since 2012, but has had no other material relationship to the Company. However, Mr. Val Zevel, who owns and controls 25% of the voting LLC Interests of FVZ, LLC, served as our Chief Executive Officer and Director from our inception in April 2012 till December 31, 2014. Immediately prior to the date of this prospectus, FVZ, LLC holds 411,296 shares of our voting Common Stock, which constitutes 19.6% of our issued and outstanding voting stock, and 1,600,000 shares of our non-voting Series-X Common Stock. If all of the 100,000 shares of Common Stock offered by FVZ, LLC in this Offering are sold, FVZ, LLC will own 3,200,000 shares of our non-voting Series X-Common Stock and 532,334 shares of our voting Common Stock after completion of the offering, which would constitute 1.9% of our issued and outstanding voting securities. FVZ, LLC will be able to convert its shares of Series-X Common Stock into the shares of Common Stock if an average trading price per share of our Common Stock on over-the-counter market equals or exceeds a predefined price of $5.00, $7.00, $10.00 and $12.00 per Common share as measured over the 20-day period. The rights and conversion conditions of Series-X Common Stock are described in further details in Section entitled “Description of Securities” of this prospectus. Until a part or all of the 3,200,000 shares of non-voting Series-X Common Stock become convertible into the shares of voting Common Stock, FVZ, LLC remain a minority stockholder of the Company. Furthermore, Ms. Fay Katz owns and effectively controls 75% of FVZ, LLC. Ms. Fay Katz’s sister, Ms. Zena Katz, owns 100% of Zimas LLC (“Zimas”), and is the beneficial owner of an aggregate of 250,404 shares of Common Stock, consisting of (i) 404 shares of Common Stock held directly by Ms. Zena Katz; and (ii) 250,000 shares of Common Stock issuable upon the conversion of indebtedness in the principal amount of $400,000 pursuant to a Loan and Settlement Agreement, dated June 1, 2014, as amended, between the Company and Zimas. Ms. Zena Katz’s beneficial ownership shares of Common Stock represent approximately 10.66% of the Company’s Common Stock before the Offering and will represent approximately 1.32% of the Company’s Common Stock after the Offering (assuming the sale of all of the 14,500,000 shares of Common Stock by the Company and Ms. Katz sells her 404 shares of Common Stock included in this prospectus).

	●	The following Selling Stockholders who own more than 1% of issued and outstanding voting shares of Common Stock of our affiliates, Helpful Technologies, Inc. (“HTI”) and Fuel Combustion Technologies, Inc., (“Fuectotech” or “FCTI”):

	Helpful Technologies Inc.					Fuel Combustion Technologies Inc.
Selling Stockholders	Shares		Ownership			Shares		Ownership
Cegielski		2,165,252		8.75	%		829,361		7.68	%
Dimitrov		748,539		3.03	%		286,714		2.66	%
FVZ, LLC		2,802,400		11.33	%		1,073,409		9.94	%
Gurin		8,028,862		32.46	%		3,075,312		28.48	%
Perkal-Provornyy		486,500		1.97	%		186,345		1.73	%
Temnikov		7,619,200		30.80	%		2,918,398		27.03	%
Trejbal		433,517		1.75	%		166,051		1.54	%
Yalunin		1,418,847		5.74	%		543,464		5.03	%

	●	Cegielski 8.75% of HTI, 829,361 shares of Common Stock or approximately 7.68% of FCTI.

	●	Dimitrov 3.93% of HTI, 286,714 shares of Common Stock, or approximately 2.66% of FCTI.

	●	Perkal-Provornyy 1.97% of HTI, 286,345 shares of Common Stock, or approximately 1.7% of FCTI.

	●	Trejbal 1.75% of HTI, 166,051 shares of Common Stock, or approximately 1.5% of FCTI.

	●	Yalunin 5.75% of HTI, 543,464 shares of Common Stock, or approximately 5.0% of FCTI.

●

All other Selling Stockholders named in the Selling Stockholder table above are minority stockholders of our affiliated companies, HTI and Fuecotech. Each of these stockholders own less than 1% of the outstanding voting securities in these affiliated companies.

Unless otherwise indicated above, none of the Selling Stockholders have been an officer or director of any of the Company affiliates or their predecessors within the last three years nor have they had a material relationship with any of the Company’s affiliates or their predecessors within the last three years.

Relationship of the Selling Stockholders to Security Brokers and Investment Funds

There are no investment funds among our selling security holders. None of our Selling Stockholders, members of our executive management or our Board of Directors is an investment advisor that manages the security holder accounts in the advisor's exclusive discretion. Although numerous Selling Stockholders are related to our Interim Chief Financial Officer, Mr. Sergey Gurin by blood or former marriage, there are no agreements that give Mr. Gurin or any other member of our executive management or our Board of Directors a complete discretionary authority to vote and sell any of the securities held in the accounts of our other Selling Stockholders.

	# Shares Offered for Resale		% Shares Ownership ⁽¹⁾			Name of the Affiliate	Nature of Relationship
Maxim Temnikov, Ph.D. ⁽²⁾, CEO		200,000		24.1	%	None	None
Earl B. Hailston, Director, Chairman		-		-		None	None
Sergey Gurin ⁽³⁾, CFO		200,000		24.0	%	Sergey Gurin	Self
Pavel Gurin ⁽³⁾		3		100.0	%	Sergey Gurin	Brother
Victor Gurin ⁽³⁾		12		100.0	%	Sergey Gurin	Father
Olga Gurina ⁽³⁾		917		100.0	%	Sergey Gurin	Former spouse
Tatyana Gurina ⁽³⁾		198		100.0	%	Sergey Gurin	Daughter
Sergey Gurin and affiliates as a group ⁽³⁾		201,130		24.1	%	Sergey Gurin	As a group
FVZ, LLC ⁽⁴⁾, Co-founder		100,000		24.3	%	Fay Katz of FVZ, LLC	Self
Zena Katz ⁽⁵⁾		404		0.1	%	Fay Katz of FVZ, LLC	Sister
FVZ, LLC and affiliates as a group ⁽⁴⁾⁽⁵⁾		100,404		24.4	%	N/A	As a group
Founders, officers and directors as a group (3 persons)		501,534		24.2	%	N/A	As a group
All other Selling Stockholders as a group⁽⁶⁾		24,124		100.0	%	N/A	As a group

⁽¹⁾	Based on 2,100,000 shares of Common Stock outstanding immediately prior to this Offering.

⁽²⁾	Denotes Dr. Temnikov, our President, Chief Executive Officer and a member of the Board of Directors of the Company.

⁽³⁾	Denotes Mr. Gurin, our Vice President, Interim Chief Financial Officer and a member of the Board of Directors of the Company and Mr. Gurin’s affiliates.

⁽⁴⁾	Denotes FVZ, LLC, our cofounder and Ms. Fay Katz and Mr. Val Zevel, who have voting and dispositive control of the securities held by FVZ, LLC and their affiliates.

⁽⁵⁾	Zena Katz is the sister of Fay Katz, a cofounder of FVZ, LLC, a cofounder of the Company. Ms. Katz beneficially owns an aggregate of 250,404 shares of our Common Stock, consisting of (i) 404 shares of Common Stock beneficially owned by her; and (ii) 250,000 shares of Common Stock issuable upon the conversion of a promissory note in the principal amount of $400,000 at a price of $1.60 per share.

⁽⁶⁾	Denotes the Selling Stockholders other than those affiliated to our founders, executives and members of the Board of Directors (named in table located in the upper part of this Section “Selling Stockholders”).

USE OF PROCEEDS

This is a self-written offering by the officers and directors of the Company on a “best efforts” basis. There is currently no underwriter for the shares registered for sale by the Company. However, if the officers and directors are unable to sell the shares in this Offering on a “best efforts” basis within 90 days following the effectuation of this Offering by the SEC, the Company reserves the right to retain the services of one or more FINRA registered broker-dealers to serve as the underwriter of the shares offered by sale by the Company in consideration for customary fees and commissions not exceeding those imposed by FINRA. If the Company engages a registered broker-dealer, we will promptly file a post-effective amendment of this prospectus with the SEC. The information below is presented to reflect the use of proceeds from this Offering, provided the sale of the shares is conducted by the officers and directors of the Company without an engagement of a broker-dealer.

This offering is for sale of 15,025,658 shares of Common Stock of the Company, of which 14,500,000 shares are offered for sale by the Company and 525,658 shares are offered for resale by the Selling Stockholders. Provided that all of 14,500,000 shares are sold, we will receive the gross proceeds of $29,000,000 and the stockholders will receive gross proceeds of $1,051,316.

The following table illustrates the correlation of the gross proceeds in this Offering between the 14,500,000 shares offered by the Company and the 525,658 shares offered by the Selling Stockholder

	Amount		Pro-rata
Gross Proceeds
From sale of our common shares offered by the Company	$	29,000,000		96.5	%
From sale of our common shares offered by the Selling Stockholders		1,051,316		3.5	%
Total Gross Proceeds	$	30,051,316		100.0	%

⁽¹⁾Assuming that all 15,025,658 shares are sold.

The following table identifies our estimated expenses associated with this Offering, assuming we sell 100%, 75%, 50% and 25% of the shares in this Offering:

	Gross Proceeds from sale of Shares in this Offering ⁽¹⁾
	100%				75%				50%				25%
Gross Offering Proceeds ⁽¹⁾		29,000,000	100	%		21,750,000	100	%		14,500,000	100	%		7,250,000	100	%

Offering Expenses:
Transfer agent fees		25,000	0.1	%		23,500	0.1	%		20,000	0.1	%		15,000	0.2	%
Legal fees and expenses		150,000	0.5	%		150,000	0.7	%		150,000	1.0	%		150,000	2.1	%
Printing and engraving expenses		25,000	0.1	%		25,000	0.1	%		25,000	0.2	%		25,000	0.3	%
SEC filing fees		3,492	0.0	%		3,492	0.0	%		3,492	0.0	%		3,492	0.0	%
Accounting fees and expenses		60,000	0.2	%		60,000	0.3	%		60,000	0.4	%		60,000	0.8	%
FINRA fees		10,000	0.0	%		10,000	0.0	%		10,000	0.1	%		10,000	0.1	%
OTC Capital Market listing fees		15,000	0.1	%		15,000	0.1	%		15,000	0.1	%		15,000	0.2	%
Travel and road show expenses		50,000	0.2	%		50,000	0.2	%		50,000	0.3	%		50,000	0.7	%
Miscellaneous expenses		11,508	0.0	%		10,000	0.0	%		8,000	0.1	%		7,500	0.1	%
Director and officers insurance		100,000	0.3	%		100,000	0.5	%		—	0.0	%		—	0.0	%
Broker-dealer commissions		—	0.0	%		—	0.0	%		—	0.0	%		—	0.0	%
Total Offering Expenses		450,000	1.6	%		446,992	2.1	%		341,492	2.4	%		335,992	4.6	%

We will not receive any proceeds from the sale of the 525,658 shares of Common Stock by the Selling Stockholders.

We will, however, receive the Gross Proceeds of approximately $29,000,000 if we sell all 14,500,000 shares of Common Stock offered by us pursuant to this prospectus. After deducting approximately $450,000 for accounting, legal, filing, printer and other offering expenses, we anticipate receiving approximately $28,550,000 of net offering proceeds.

The majority of the investment proceeds from this Offering is allocated for spending for land development, construction of homes, and purchase of land for our future projects. The allocations of the investment proceeds for operating capital, including general and administrative expenses, range within approximately 19.6%-27.0% of the gross investment proceeds. The following table illustrates the allocation of the net proceeds from this Offering in the priority level of spending (1) being the highest and (3) being the lowest), assuming we sell 100%, 75%, 50% and 25% of the shares in this Offering:

		Net offering proceeds to the Company (in U.S. Dollars)
		100%				75%				50%				25%
Use of Net Proceeds;	PL(9)	$	28,550,000			$	21,303,008			$	14,158,508			$	6,914,008
Satisfaction of current liabilities: (1)	-		-	0.0	%		-	0.0	%		-	0.0	%		-	0.0	%
Financial assistance activities:	-		-	0.0	%		-	0.0	%		-	0.0	%		-	0.0	%
Purchase of defaulted secured debt	-		-	0.0	%		-	0.0	%		-	0.0	%		-	0.0	%
Extension of commercial loans	-		-	0.0	%		-	0.0	%			0.0	%		-	0.0	%
Land and property activities:
Land development for 70 homes (Season Creek project) (2)	1		3,250,000	11.2	%		3,250,000	14.9	%		3,250,000	22.4	%		3,250,000	44.8	%
Purchase of land in VA for River City Park project (3)	1		7,000,000	24.1	%		7,000,000	32.2	%		7,000,000	48.3	%		-	0.0	%
Purchase of land and properties for construction and remodeling (3)	1		7,250,000	25	.0%		4,050,000	18	.6%		-	0	%		-	0	%
Construction activities:
Construction of homes (Seasons Creek project) using proprietary home model kits (4)	2		2,750,000	9.5	%		2,750,000	12.6	%		-	0.0	%		-	0.0	%
Engineering activities:
Development & testing of home model kits (5) (10)	2		700,000	2.4	%		-	0.0	%		-	0.0	%		-	0.0	%
Research for 3D printer for construction (6) (10)	3		500,000	1.7	%		-	0.0	%		-	0.0	%		-	0.0	%
Research for alternative materials (7) (10)	3		250,000	0.9	%		-	0.0	%		-	0.0	%		-	0.0	%
Operating capital, excl. items above (8)	1		6,850,000	23.6	%	$	4,253,008	19.6	%	$	3,908,508	27.0	%	$	3,664,008	50.5	%

⁽¹⁾	The proceeds of this Offering will not be used to satisfy or otherwise pay the Company’s debentures pre-existing this Offering.
⁽²⁾	Includes land development costs such as engineering, earth works, utilities and other off- and on-site works for the development of 70 homebuilding lots under our Seasons Creek project.
⁽³⁾	Indicates the amount we intend to use for purchase of new land for development for purposes of future construction, and properties for remodeling. Includes cost of land comprising customary deposits, closing, and rezoning expenses, including but not limited to architectural, engineering, legal and application fees. Also includes project origination and execution costs and expenses, including but not limited to formation, management and capitalization of Project LLCs, earnest money deposits, and construction loan reserves. Excludes soft costs, site clearance and earth works expenses, construction site organization expenses, building permits, and other capitalized costs, which are budgeted separately within each Project LLC.
⁽⁴⁾	Includes construction costs, such as engineering, procurement of supplies and materials, earth works, utilities connection and other customary costs associated with construction of 70 homes under our Seasons Creek project.
⁽⁵⁾	Indicates expenses associated with our development of home model kits. Includes but is not limited to procurement of experimental samples of materials and equipment, prototyping, quality assurance, testing expenses, warehousing, delivery, demolition of experimental models, and compensation of contractors and advisers involved into obtaining product approvals, and other expenses customary with research and product development activities.
⁽⁶⁾	Indicates the amount allocated for our research efforts to locate a 3D printer that allows printing fragments of a building shell. We estimate the purchase cost of this printer to be up to $3,000,000, which we anticipate financing from either our future profits or future offerings of securities. We cannot guarantee that we will find a suitable 3D printer, even if we expense this amount for researching a 3D printer. Samples of 3D printer designs may be found on our website at www.HelpfulAlliance.com.
⁽⁷⁾	Indicates the amount of net proceeds we intend using for purchasing and testing novel construction materials, such as, for example but not limitation, exterior and interior finishing, and roofing, as well as electrical and plumbing components.
⁽⁸⁾	Includes general business expenses, such as for example but not limitation, office, salaries, travel, marketing and sales, and other expenses customarily associated with operation of a business.
⁽⁹⁾	“PL” denotes a level of priority for the indicated use of proceeds
(10)	We will accrue these expenses only if we don’t find land suitable for our other future projects. If we do find suitable land, we will re-allocate these expenses towards purchase of such suitable land.

The following table illustrated planned allocations of the net proceeds from this Offering to our business activities:

Allocation	Net Proceeds From This Offering
Net proceeds from this Offering ($)		28,550,000	100.0	%	21,303,008	100.0	%	14,158,508	100.0	%	6,914,008	100.0	%
Income-producing activities ⁽¹⁾		20,950,000	73.4	%	17,050,000	80.0	%	10,250,000	72.4	%	5,250,000	75.9	%
Income-consuming activities ⁽²⁾		750,000	2.6	%	-	0.0	%	-	0.0	%	-	0.0	%
Mixed-use activities ⁽³⁾		6,850,000	24.0	%	4,253,008	20.0	%	3,908,508	27.6	%	1,664,008	24.1	%

⁽¹⁾	We define “income-producing activities” as business activities where capital is used for activities that we believe (without guarantees) are certain to generate an increase of stockholder equity through retained earnings, for example (but not limitation) land and property acquisitions, purchase of construction materials, financing of construction works, etc.
⁽²⁾	We define “income-consuming activities” as business activities where capital effectively used for activities that we believe are uncertain to generate an increase of stockholder equity through retained earnings from principal operations, for example (but not limitation) a research and development activities.
⁽³⁾	We define “mixed-use activities” as business activities where capital is used for financing of principal operations, such as salaries, office expenses, legal and accounting fees, and other general and administrative and sales and marketing expenses.

We are planning to use the net proceeds from this Offering for projects managed entirely by our current employees and new employees we anticipate hiring after receipt of the net proceeds. We may further use the net proceeds of this Offering to participate in construction of residential, commercial and mixed-use properties in cooperation with other real estate developers through potential joint ventures should any potentially profitable scenarios arise. We currently intend to allocate approximately $3,250,000 to finance the development of land for construction of 70 residential, single-family homes under our Seasons Creek project in Chesterfield County, Virginia. This construction activity will be managed entirely by our current employees and new employees we anticipate hiring after receipt of the net proceeds, with involvement of licensed and insured construction contractors.

There is no guarantee that our feasibility studies and reviews of such potential cooperative projects will result in our decision to undertake these projects. Furthermore, there is no guarantee that such land will be available by the time we decide to undertake these projects and express our desire to pay deposits to enter into land purchase agreement. Even if such land is available, there is no guarantee that such land will be at that time available to us on terms and conditions acceptable to us. If we don’t enter into these projects, we will have to spend additional time and monetary resources (including part of the net proceeds from this Offering) to conduct feasibility studies and originate other projects. If we do so, there is no guarantee that we will enter into these new projects due to similar or different reasons, in which case we may spend our working capital inefficiently.

The above information illustrates the Company’s current anticipation for the use of the net proceeds from this Offering. In the event that substantially less than all of the shares offered by the Company are sold in this Offering, the Company’s Board of Directors plans to reallocate the net proceeds. Our Board of Directors will have significant discretion and flexibility in applying the net proceeds from this Offering.

There is no specific minimum number or amount of the Shares that we must sell to receive and use the proceeds from this Offering, and we cannot assure you that all or any portion of the Common Stock in this Offering will be sold. We will use all of the net proceeds from this Offering immediately upon receipt. In the event that we do not raise sufficient proceeds from this Offering to adequately fund our operations, we could curtail our forward-looking performance plans, or we could wrap up operations and pay back our debt.

The Use of Proceeds table and information illustrates the Company’s current anticipation for the use of the net proceeds from this Offering. In the event that substantially less than all of the shares offered by the Company are sold in this Offering, the Company’s Board of Directors plans to reallocate the net proceeds. Our Board of Directors reserves the right to modify the use of proceeds outlined in the table above due to the following contingencies. In the event the Company is presented or becomes aware of an opportunity to build and/or develop a parcel of land that it deems commercial advantageous, the Company may decide to reallocate money from other allocated line items above to purchase such land, pay expenses incurred in having the land rezoned, if necessary, and/or engage contractors for the development of homes on such land. The Company might also decide to partner with another developer in connection with such land. Also, in the event that the Company becomes aware that its building kits do not perform as expected or are deemed to be inferior to traditional building products, the Company may reallocate funds previously allocated to the development of housing kits and research and development activities towards purchasing traditional building materials. Also, if the Company cannot locate a 3D printer for the allocated price or one that is unsuitable for its plans, the Company may reallocate the money allocated to researching the 3D printer towards another line item in the table.

Satisfaction of Current Liabilities

Although we are not planning to use any part of the net proceeds from this Offering to repay any of our current indebtedness, circumstance may arise which would require us to do so. If we elect repaying our current debt from the proceeds of this Offering, such payments to our lenders will be non-refundable. Furthermore, if we repay this debt from the net proceeds from this Offering, such repayment will decrease the amount of working capital available to us, which may detrimentally affect stockholders’ equity and the results of our future operations. If we use the net proceeds from this Offering to pay our current liabilities, we will do so from the proceeds currently allocated for principal operating activities, such as but not limited to such as salaries, office expenses, legal and accounting fees, and other general and administrative and sales and marketing expenses.

More specifically, as of June 30 , 2016, we had available cash of $ 56,556 and liabilities under current debentures of $ 1,000,000 excluding any interest accrued thereon, which results in a cash deficit of $ 943,444 . The amount of $ 1,000,000 consisted of:

	●	The $ 600,000 debenture to Zimas LLC: In April 2013, we issued an unsecured non-recourse convertible promissory note in the principal amount of $1,000,000 to Zimas LLC, a principal stockholder. The note bore interest at the rate of 8.0% per annum, payable quarterly, was to mature on March 31, 2016, and was convertible into 625,000 shares of Common Stock at a rate of $1.60 per share. The note was payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount would have been discounted 20% and an early termination penalty will apply. Zimas LLC is owned and controlled by Ms. Zena Katz, who is the sister of Ms. Fay Katz, a 75% owner of FVZ, LLC, a founder and principal stockholder of the Company. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid in January 2016. As of March 31, 2016, the amount of accrued interest was $19,945. The full amount of principal and accrued interest is due and payable within 30 days from maturity date. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $80,000 and $80,000, respectively. On April 29, 2016, Zimas and the Company entered into in a Loan Amendment and Extension Agreement (the “Note Extension Agreement”) pursuant to which (i) the note’s maturity date was extended to June 30, 2016 with increased interest accruing at the non-compounding rate of 10.0% for the period from April 1, 2016 and ending at the earlier of (a) date of repayment, or (b) on June 30, 2016 and (ii) the note was no longer secured by or convertible into 625,000 shares of common stock. In connection with the Note Extension Agreement, the Company issued Zimas a warrant exercisable for 625,000 shares of common stock for $1.60 per share from January 1, 2018 to December 31, 2028. This warrant was valued using the Black-Scholes model using a volatility of 87.85% (derived using the average volatility of three similar public companies), an expected term of 1.7 years and a discount rate of 0.77%. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. The Company has no rights to redeem the warrant. The warrant also specifies that if Zimas exercises and continues to own more than 5% of the outstanding Common Stock, Zimas will be entitled to nominate representative to the Company’s Board of Directors. On May 16, 2016, we paid Zimas the amount of $400,000 from the amount of $510,000 received from assignment of our first mortgage on real property located in Miami, FL to Thriving Investments pursuant to a Stipulation of Settlement, entered into on March 31, 2016, among HCG, Thriving Investments and FVZ, LLC. Restated and amended note for the remaining amount due under convertible note of $600,000 was issued as a non-convertible note on May 16, 2016. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of June 30, 2016 the amount of accrued interest was $7,397. This note is in default for non-payment of principal and interest as of June 30, 2016. As of the maturity date of June 30, 2016, we owe Zimas under the restated and amended non-convertible note the principal amount of $600,000 and accrued interest of $39,945, or the aggregate of $639,945. At the date of this prospectus, we were unable to repay the $600,000 and $39,945 in accrued interest under the Amended and Restated Zimas Note and it is currently in default. The principal amount borrowed under this Zimas $1M Note was used for lending to our affiliates and non-affiliates under a higher interest rate, which allowed us to off-set our expenses associated with search for the land for construction activities. As of June 30, 2016, the outstanding principal amount under the Amended and Restated Zimas Note is $600,000 which bears annual non-compounding interest of 10.0%. At the date of this prospectus, the Note is in default. We anticipate curing the delinquency by paying the principal amount under the Amended and Restated Zimas Note and all accrued and unpaid interest in full and sourcing such amount by leveraging our Seasons Creek land, which is presently estimated in approximately $1 million. We anticipate leveraging such land to either (i) use our equity in the land as collateral to obtain a loan, or (ii) sell part of our equity in the land for cash, for which no arrangements have been made to the date of this prospectus. If we are unable to leverage our Seasons Creek land to repay our debt to Zimas under the Amended and Restated Zimas Note, our plan is to attempt to raise funds by reselling indebtedness owed to us by Ameri Finance, Inc., in the aggregate principal amount of $200,000, bearing interest at the rate of 12.5% per annum and payable quarterly, due December 31, 2018 and secured by the assets of Ameri Finance, and also by our affiliates, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., in the aggregate amount of $460,000, controlled by our Chief Executive Officer and Interim Chief Financial Officer, Messrs. Temnikov and Gurin, respectively, and our 20% stockholder FVZ, LLC. There can be no assurances, however, that we will be able to resell these notes at full value, or at all. If we are unsuccessful in reselling these notes at face value, or for any other amount, we will unable to repay the outstanding principal and accrued interest under the Amended and Restated Zimas Note which could adversely affect our ability to raise capital through the issuance of equity or debt securities and which could adversely affect our business operations and your investment in securities.

	●	The $400,000 debenture to Zimas LLC: On June 30, 2014, we issued Zimas LLC, a principal stockholder, a secured convertible promissory note in the principal amount of $400,000, bearing interest at the rate of 8.0% per annum, payable annually, maturing on June 29, 2017, is secured by 250,000 shares of Common Stock and is convertible at any time by the holder thereof into shares of Common Stock at a rate of $1.60 per share (the “Zimas $400K Note”). The Zimas $400K Note is payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount under the Zimas $400K Note shall be discounted 20% and an early termination penalty will apply. As of December 31, 2014, the amount of accrued interest under the Zimas $400K Note was $16,444, which was paid in January 2015. As of December 31, 2015, the amount of accrued interest under the Zimas $400K Note was $32,444, which was paid in January 2016. During the year ended December 31, 2015 and 2014, the Company made payments for interest under the Zimas $400K Note totaling $16,445 and $0, respectively. As of December 31, 2015, the amount of accrued interest was $32,444, which was paid in January 2016. As of June 30, 2016, the amount of accrued interest was $16,178. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $32,444 and $16,445, respectively. The principal amount borrowed under the Zimas $400K Note was used for lending to our affiliates and non-affiliates under a higher interest rate, which allowed us to off-set our expenses associated with search for the land for construction activities. As of the date of this prospectus, this Note is current and in good standing.

Under the Zimas $1M Note and the Zimas $400K Note, we owed to Zimas an aggregate of $112,444 in accrued interest as of December 31, 2015. In January 2016 we paid Zimas the interest of $112,444 from the receipt of repayment of $120,000 loan from 20100 Asset LLC. On November 18, 2014, the Loan Agreement, dated May 20, 2013, between the lender and an affiliate, Helpful Capital Group, LLC, and 20100 Asset LLC, a non-affiliated debtor, for the principal amount of $120,000, was assigned to the Company, as the lender. The loan accrued interest at an annual rate of 12.5%, payable monthly, and matured on June 1, 2015. This loan was in default. The loan was secured by real estate property located at 20100 NW 83 PL, Hialeah, FL 33015. In November 2014, the Company obtained a third-party appraisal indicating the value of the property $275,000, which supported the carrying value of the note. As of December 31, 2015 and December 31, 2014, the amount of accrued interest was $0 and $2,625, respectively. On December 31, 2015, an aggregate amount of $133,675, consisting of principal, unpaid interest and processing fee, was repaid to the Company by the borrower. We have no continuing interest in the property in Hialeah, FL, since the note has been fully repaid.

At the date of this prospectus, we have a note payable to Zimas LLC in the principal amount of $600,000 bearing annual non-compounding interest of 10% , which matured on June 30, 2016. The interest amount due to Zimas at June 30, 2016 was $39,945, which resulted in our debt to Zimas under the note of $639,945. At the date of this prospectus, the Note is delinquent. We are planning to finance a repayment of the $639,945 by funding such amount from leveraging our Seasons Creek land, which value is estimated in approximately $1 million. We anticipate leveraging such land to either (i) obtain a loan using the land as collateral, or (ii) sell part of our equity in the land for cash, for which no arrangements have been made to the date of this prospectus.

If we would be unable to obtain such loan, we may attempt funding the amount of $600,000 from selling our $150,000 and $50,000 notes, or the aggregate of $200,000, to Ameri Finance Inc. and from the sale of our loans to our affiliates, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., in the aggregate amount of $460,000, or we may also attempt financing the repayment of this Note from the operating capital we anticipate receiving as part of the net proceeds from this Offering. On February 14, 2014, Helpful Capital Group, LLC (“HCG”), assigned its rights under that certain loan agreement, dated October 9, 2013, between Fund X, LLC, a wholly-owned subsidiary of HCG and merged into HCG on December 1, 2013, and Ameri Finance, LLC, an unaffiliated third party (“Ameri Finance”), pursuant to which Ameri Finance borrowed $50,000, bearing interest at the rate of 12.5% per annum, payable quarterly, due on December 31, 2018 and secured by all of the assets of the borrower. On March 26, 2014, HCG assigned its rights under another certain loan agreement, dated September 9, 2013, between HCG and Ameri Finance pursuant to which Ameri Finance borrowed $150,000, bearing interest at the rate of 12.5% per annum, payable quarterly, due on December 31, 2018 and secured by all of the assets of the borrower. Under the assigned loan agreements with Ameri Finance, we may sell those notes at any time without obtaining consent from Ameri Finance. We believe the notes from, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., our affiliates under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively and 20% stockholder, FVZ, LLC, would be marketable at full face value of $460,000 because our affiliated debtors, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., have intangible assets (patents, working prototypes, etc.) with a market value that we believe would be in excess of the aggregate face value of these notes and accrued but unpaid interests at the time of selling those notes. Our founders and controlling stockholders, Messrs. Temnikov and Gurin and FVZ LLC, collectively exercise voting control of the affiliated debtors of over 2/3 required by Florida law and the debtors’ articles of incorporation and bylaws. Hence, Messrs. Temnikov and Gurin and FVZ LLC collectively possess sufficient voting power to exercise control over a disposition or a leveraging of those intangible assets for an investment and/or future developments. The Helpful Technologies Inc.’s and Fuel Combustion Technologies Inc.’s inability to repay their notes at the date of this prospectus is caused by absence of cash, which depleted in the course of the patent infringement litigation described under heading “Involvement in Legal Proceedings”. Now that the litigation has been completed, the debtors are attempting to settle with the plaintiff in an attempt to pay the judgment of $354,463 in installments. Our founder, director, and Vice-President of Business Development, Mr. Gurin, is involved in such attempts together with other members of the debtor entities’ management. Mr. Gurin has advised us that one of the debtors, Helpful Technologies Inc., from which we hold the notes aggregating to $360,000 accruing at 5% annual interest, has a potential investor interested to finance future development of its fuel-cell technology, provided that Helpful Technologies Inc. would use no investment proceeds to pay the judgment amount. Mr. Gurin also advised us that the other debtor, Fuel Combustion Technologies Inc., from which we hold the note in the amount of $100,000 accruing 14% annual interest, has a potential customer interested to contract Fuel Combustion Technologies Inc. for its product in the amount of approximately $18 million, provided that Fuel Combustion Technologies Inc. reaches a settlement on paying the $354,463 judgment. The notes from Helpful Technologies Inc. and Fuel Combustion Technologies Inc. were deemed impaired at June 30 , 2016 and December 31, 2015, and a 100% allowance for bad debt has been recorded on our books for both, principal and accrued interest at June 30 , 2016 and December 31, 2015, because we have no assurance of these notes marketability at full face value. Both, Helpful Technologies Inc. and Fuel Combustion Technologies Inc. are attempting to resolve their financial difficulties and resume their business operations. Based on the above discussion, we believe we will be able to recover the full face value of the notes in the aggregate amount of $460,000 plus all accrued but unpaid interest, However, we cannot guarantee that we will be able to succeed in our attempts to realize these notes at full value. If we are successful in recovering these notes at face value, or for any other amount, we will recognize such amounts as part of our revenue from financial activities. If fail to recover any amount from these notes, we will take no action, and the bad debt allowance will remain on our books as recognized previously.

We may also use $639,945 from the net proceeds from this Offering to repay our debt to Zimas under the $600,000 Note. If we use the amount of $639,945 from the net proceeds from this Offering to repay our debt to Zimas LLC, we would use such $639,945 from operating capital allocated for salaries, office expenses, legal and accounting fees, and other general and administrative and sales and marketing expenses. If we do so, the amount allocated for principal operating activities will decrease from $6,850,000 to $6,210,055 if we sell all shares in this Offering, or from $4,253,008 to $3,613,063 if we sell 75% of the offered shares, or from $3,268,563 to $2,628,508 if we sell 50% of the offered shares, or from $1,664,008 to $1,024,063 if we sell only 25% of the shares under this Offering. Hence, if we sell only 25% of the offered shares, we will be dependent on swift disposition of the notes in which we are lender, or on capital infusions by our founders and principal officers, Messrs. Temnikov and Gurin, or on obtaining additional loans.

We are planning to repay the $400,000 promissory note to Zimas LLC either from revenues we anticipate earning from new construction of 70 homes under our Seasons Creek Development LLC project in Chesterfield County, Virginia, or by leveraging the 28.8-acre parcel of land underlying the Seasons Creek Development LLC project. We have no mortgage on this land. Upon completion of land development stage, we anticipate this land to be appraised in approximately $4.5 million, of which there can be no assurance. If this land is not appraised in approximately $4.5 million, we believe we will be able to obtain financing in the amount of $400,000 by leveraging the land’s total combined tax appraisal of approximately $736,300 by Chesterfield County to obtain low-interest debentures secured by such land.

We will only use the net proceeds from this Offering to repay our current liabilities if we fail to otherwise leverage our current assets as discussed above in this Section “Use of Proceeds”). We may also seek an extension of the maturity dates for 1 year and/or settlement with the lenders on the terms where our current assets may be used to achieve the settlement on the terms acceptable to us and to our lenders.

Lastly, if we use any of the net proceeds from this Offering for repayment of our current liabilities, we will be using our current assets and interest accruing from the utilization of these assets to regain the amount of net proceeds used.

Financial assistance activities

We are not planning to use any part of the net proceeds from this Offering for any kind of financial activities. Furthermore, we are liquidating our assets used in the financial activities and reallocating the capital for use in the construction activities, for repayment of our current liabilities , and for operating capital.

Land and property activities

We are planning to use from the net proceeds in this Offering approximately $3.25 million to develop land in Seasons Creek project, approximately $7 million to acquire a parcel of raw land for our River City Park project, and approximately $7.25 million to acquire land for our other future projects related to construction of new properties and properties for remodeling, and for rezoning, demolition and reconstruction. If an acquisition of land for our River City Park would require an amount in excess of $7 million, we intend on using a part or all of the $7.25 million towards the purchase of such land. As of the date of this prospectus, we have not reached any material agreements for an acquisition of such land. The amount of proceeds that we raise for such an acquisition will determine the land that we may purchase. The “Use of Proceeds” table on page 33 illustrates that the purchase of such land and properties is the largest account for which we are planning to allocate the net proceeds from this Offering. We believe the acquisition of land will allow us not only to increase our assets and their potential, but will also bring opportunities to enter into partnerships with other builders and real estate developers to build properties on this land.

If we are successful in selling all 14,500,000 shares of Common Stock offered by the Company for sale in this Offering, we are planning to use approximately $17.5 million, or 61.3% of the net proceeds, for purchasing and developing land for our current and future projects, including using $3.25 million for development of our Seasons Creek land, using $7 million to purchase land for our River City Park project. If we are able to sell only 75% of the 14,500,000 shares of Common Stock in this Offering, we will allocate only $14.3 million, or 67.1% of the net proceeds, for land development and purchases of new land, of which we are planning to use $7 million to purchase land for our River City Park project and use approximately $4 million for other new land purchases. If we are able to sell only 50% of the 14,500,000 shares of Common Stock in this Offering, we will use only $10.25 million, or 72.4% of the net proceeds, for developing the Seasons Creek land and $7 million for purchase of land for River City Park project. If we are able to sell only 25% of the 14,500,000 shares of Common Stock in this Offering, we will have to significantly curtail our plans and allocate only $3.25 million, or 47.0% of the net proceeds, for for developing the Seasons Creek land. As of the date of this prospectus, we have no material agreements for a purchase of any land for the River City Park project, nor do we have any agreements, based on which we could determine the minimum amount of proceeds that would be required to purchase such land. Therefore, we cannot assure our shareholders, including those who may invest into this offering, that we will have the necessary financing to purchase the land we contemplate purchasing for our River City Park project.

We believe that allocating and using the net proceeds for land purchase and land development activities will enable us to increase our revenues and profits and scale up our principal business operations.

We are planning to finance these $3,250,000 from the net proceeds of this Offering, regardless whether we sell all 14,500,000 shares of Common Stock offered by the Company in this Offering, or we sell only part of these shares. However, if we sell all 14,500,000 shares of Common Stock offered by the Company in this Offering, the amount of $3.25 million will constitute 11.2% of the gross investment proceeds. If we sell only 75% of the offered 14,500,000 shares, the amount of $3.25 million will constitute 14.9% of the gross investment proceeds. If we sell only 50% of the offered 14,500,000 shares, the amount of $3.25 million will constitute 22.4% of the gross investment proceeds. If we sell only 25% of the offered 14,500,000 shares, the amount of $3.25 million will constitute 44.8% of the gross investment proceeds. For the purposes of further analysis, the amount of $3.25 million will constitute 11.7% of the total amount allocated to income-producing activities if we sell all 14,500,000 shares of Common Stock offered by the Company in this Offering, and 15.3%, 23.0%, and 47.0% respectively, if we sell 75%, 50% and 25% of the shares offered by the company in this Offering.

Construction Activities

On December 11, 2015, we purchased a 28.8-acre parcel of land in Chesterfield County, Virginia for construction of 70 new single-family homes. We anticipate the average home size to be approximately 2,100 square feet, or total development of approximately 164,500 square feet. We estimate that constructing 70 single-family homes on this land will be conducted in five phases, 14 homes per phase; each phase is anticipated to continue for 6 months. We estimate that the construction of home in each phase would require approximately $2.75 million dollars of capital. However, if we experiment building homes using new technologies and methods, because we have never yet used such methods and systems for construction of homes, we may encounter unforeseen expenses during an experimental construction, which may cause the amount to increase.

If we sell 100% of the shares offered in this Offering, we are planning to engage into an experimental construction and finance the construction of these 70 homes from the proceeds from the proceeds of this Offering. However, if we only sell 75% of the shares in this Offering, we are planning to construct the 70 homes using traditional building methods. Furthermore, if we only sell under 50% of the shares in this Offering, we would attempt selling the 70 developed lots to other builders and would not engage into construction of these homes. If we elect to sell the 70 developed lots to other builders, we would have to curtail our estimated future performance, because if we only sell the lots, we will not be able to derive any anticipated income from the construction of homes on these lots. Although at this time we have interest from other builders to purchase the lots, there is no guarantee that we will be able to sell any lots, or that we will be able to sell the lots with profit to us.

Engineering Activities

We are planning to use the net proceeds from this Offering to ramp-up our activities for the development and testing of our proprietary home model kits and our activities associated with research for building technologies and materials alternative to the EVG-3D panel technology.

Development and testing of home model kits.

Although as of the date of this prospectus we have no current specific plan for use of these proceeds, we anticipate using a significant portion of these proceeds to purchase architectural renderings, develop engineering structures and specifications, create prototypes of novel foundations, wall and roof systems, and test these prototypes’ performance to ensure compliance with the building codes applicable to the geographic locations of our land assets and construction projects.

Research for alternative materials.

Although as of the date of this prospectus we have no current specific plan for use of these proceeds, we anticipate using a significant portion of these proceeds to purchase wall panel samples alternative to the EVG-3D Panels, MGO Panels and board, OSB Panels, steel sets, studs and connectors, concrete and mortar sets, concrete and mortar casting forms and equipment, fasteners and other materials and supplies allowing us to build, modify and test prototypes of building foundations, walls, and roof systems. We believe this diversification will allow us to develop a combination of the building technologies with the EVG-3D Panel technology that would enable us to diversify our technology base and meet our goal of learning to build new properties under $50 per square foot.

If all 14,500,000 shares of Common Stock offered by the Company for sale in this Offering, we are planning to use approximately $700,000, or 2.4% of the net proceeds, for the development and testing new models of home kits and $250,000, or 0.9% of the net proceeds, to purchase materials and supplies alternative to the EVG-3D Panels for our research for alternative technology efforts.

If we are able to sell only 75%, 50% or 25% of the 14,500,000 shares of Common Stock in this Offering, we would not use any of the net proceeds for any engineering activities.

Purchase of 3D printer for construction.

If all 14,500,000 shares of Common Stock offered by the Company for sale in this Offering, we are planning to use up to $500,000, or approximately 1.7% of the net proceeds, for budgeting our search for the acquisition of a 3D Printer we could use for construction activities. The 3D Printer is a robot that can print building walls with a minimal involvement of human personnel. 3D printing has been used over recent years to print small scale objects. However, some architects and other construction professionals are looking at introducing such printing as a new construction technology. Since 2013 we are keeping abreast on progress of the different techniques used in 3D printing, the advantages and disadvantages of using 3D printing in the construction industry, and research case studies of current and future ideas. We believe the purchase of and experimentation with a 3D printer for construction of buildings will enable us to develop core expertise in this novel construction method, which may empower us with the competitive advantages for decades to come. However, there is no guarantee that we will be able to locate and purchase a commercially viable 3D printer for construction of walls, or if we find and purchase such printer, there is no guarantee that we will be able learning to operate such printer to the level that would give us such strong competitive advantage or at all.

Operating Capital, Excl. Items Above

If all 14,500,000 shares of Common Stock offered by the Company for sale in this Offering, we are planning to allocate $6,850,000, or 23.6% of the net proceeds, for general and administrative and sales and marketing purposes, and other business operations normally associated with our industry and with operating a publicly traded company, including but not limited to personnel salaries, compensation to architects, engineers, and general and specialty contractors, workers’ compensation insurance, attorney fees, advertising expenses and other legitimate business expenses. Since our main focus is on construction activities and acquisition of land and properties, we are planning to hire more personnel involved in such activities. However, we are also planning hiring research and test engineers, technicians, contractors and advisers involved in our other business activities.

If we are able to sell only 75% of the 14,500,000 shares of Common Stock in this Offering, we will only set aside $4,253,008, or 19.6% of the net proceeds, which may result in hiring less research and test engineers, technicians, contractors and advisers involved in our other business activities.

If we are able to sell only 50% of the 14,500,000 shares of Common Stock in this Offering, we will only set aside $3,908,508, or 27.0% of the net proceeds, which may result in hiring even less research and test engineers, technicians, contractors and advisers involved in our other business activities.

If we are able to sell only 25% of the 14,500,000 shares of Common Stock in this Offering, we will only set aside $1,664,008, or 23.0% of the total amount of proceeds, which may result in hiring less personnel overall, because we will have to significantly curtail our plans for business operations and will need less personnel to manage projects.

If we use $639,945 from the net proceeds to repay our $639,945 debt obligation to Zimas LLC, the amount of operating capital available to us will decrease to $6,210,955 if we sell 100% of the 14,500,000 shares of Common stock in this Offering, or to $3,613,063 if we sell 75% of the 14,500,000 shares of Common stock in this Offering, or to $3,628,563 if we sell 50% of the 14,500,000 shares of Common stock in this Offering, or to $1,024,063 if we sell only 25% of the 14,500,000 shares of Common stock in this Offering.

Please note that if we select and retain one or more FINRA-registered broker-dealers to help us selling the shares of Common Stock in this Offering, we may be required to pay a certain amount of broker-dealer commissions, which will have to pay from the operating capital funds described in this subsection. This may require us further curtailing our planned business operations, hire less employees, and change the allocation of funds discussed in this Section “Use of Proceeds.” If we chose to engage a FINRA-registered broker-dealer, we will make all required disclosures with the post-effective amendment to this S-1 registration statement.

DIVIDEND POLICY

We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our homebuilding projects. The payment of any cash dividends will be within the discretion of our Board of Directors at such time. Further, if we incur any indebtedness in connection with consummation and execution of our homebuilding projects, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

DILUTION

The difference between the public offering price per share of Common Stock and the pro forma net tangible book value per share of our Common Stock after this Offering constitutes the dilution to investors in this Offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants and options, or the future issuance of Common Stock in satisfaction of convertible debentures and conversion rights of the holders of Series-X Common Stock, which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the number of outstanding shares of our Common Stock.

At June 30 , 2016, our net tangible book value was $( 924,092 ), or approximately $( 0.44 ) per share of Common Stock. After giving effect to the sale of 14,500,000 shares of Common Stock in this Offering, and the deduction of estimated broker-dealer commissions and offering expenses, our pro forma net tangible book value at June 30 , 2016, would have been $ 25,371,290 or $ 1.53 per share, representing an immediate increase in net tangible book value of $ 1.52 per share to our founders and $ 1.45 per share to our initial stockholders and an immediate dilution of $ 0.47 per share to our public stockholders.

The following table sets forth information with respect to our initial stockholders and the public stockholders, assuming that our Shares will pass the review by the Securities and Exchange Commission resulting in the effectuation of this registration statement, listed on a capital exchange market, and open for trading at $2.00 per share:

	Total Common Stock					Total consideration paid
	Number		%			Amount		%			Average price per share⁽³⁾
Founders⁽¹⁾		2,000,000		12.1	%	$	20,000		0.0	%	$	0.01
Initial stockholders⁽²⁾		100,000		0.6	%	$	8,145		0.0	%	$	0.08
Public stockholders		14,500,000		87.3	%	$	29,000,000		100	%	$	2.00
Total		16,600,000		100	%	$	29,028,145		100	%

(1) Assumes no exercise of the conversion rights for 8,000,000 shares of Series-X Common Stock;

(2) Indicates the Common Stock issued as merger consideration for acquisition of HAC Patents LLC;

(3) The increase (decrease) data represents a surplus to the Selling Stockholders and a dilution to the investors in this Offering assuming our Shares in this Offering are priced at $2.00 per share.

Each $1.00 increase (decrease) in the assumed initial public offering price of $2.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by approximately $13 million, or approximately $0.79 per share, and increase (decrease) the dilution per share to investors in this Offering by approximately $0.21 per share, assuming that the number of shares offered by us as set forth on the cover page of this prospectus remains the same, and after deducting the estimated offering expenses. We may also increase or decrease the number of shares we are offering. Each 1,000,000 shares increase or decrease in the number of shares of Common Stock offered by us would increase or decrease our pro forma as adjusted net tangible book value by approximately $1,820,000, or an increase or decrease of approximately $0.02 per share, and the pro forma dilution per share to investors in this Offering would decrease or increase by approximately $0.02 per share, assuming an initial public offering price of $2.00 per share, 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 payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering determined at pricing.

The following table illustrates a change of voting control as related to the change in value of our Common Stock to our founders and to the public stockholders, after deduction of estimated broker-dealer commissions and offering expenses, provided all of the 14,500,000 Common Stock offered by the Company are sold and none of the 525,658 shares of Common Stock offered by the Selling Stockholders are sold:

	Before the Offering					After the Offering
	Number of Shares		% Votes			Number of Shares		% Votes			Increase (decrease)⁽¹⁾
Founders as Selling Stockholders		2,000,000		95.2	%		2,000,000		12.1	%	$	1.52
Initial stockholders as Selling Stockholders		100,000		4.8	%		100,000		0.6	%	$	1.45
Public stockholders		-		-			14,500,000		87.3	%	$	( 0.43	)
Total		2,100,000		100	%		16,600,00		100	%

(1) The increase (decrease) data represents a surplus to the Selling Stockholders and a dilution to the investors in this Offering assuming our Shares in this Offering are priced at $2.00 per share.

We anticipate no shares of preferred stock to be outstanding upon completion of this Offering. We anticipate no Common Stock to be issued in satisfaction of the $1.4 million in convertible debentures we have under the promissory notes we issued in 2012-2014 (the “Notes Payable”).

Further dilution may occur if we accept additional investments in the secondary and consecutive offerings and upon conversion of the shares of Series-X Common Stock by 25% incremental portions on the dates when price of our Common Stock in the public market, for any 20 trading days within a 30-trading day period, exceeds $5.00, $7.00, $10.00, and $12.00 per share. The rights, including the conversion rights, and restrictions of our Series-X Common Stock are described in Section entitled “Description of Securities” in this prospectus.

CAPITALIZATION

The following table sets forth our capitalization at June 30 , 2016, and as adjusted to give effect to the sale of the Shares by the Company in this Offering and the application of the estimated net proceeds derived from the sale of such shares:

	Actual as of June 30 , 2016		As Adjusted ⁽¹⁾
Notes payable ⁽²⁾	$	1,260,000	$	1,260,000
Common Stock, $0.001 par value, 200,000,000 shares authorized; 2,100,000 shares issued and outstanding as of December 31, 2015; 16,600,000 shares issued and outstanding as adjusted		2,100		16,600
Series-X Common Stock, $0.001 par value, 40,000,000 shares authorized; 8,206,250 shares issued and outstanding as of December 31, 2015; 8,206,250 shares issued and outstanding as adjusted		8,206		8,206
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued or outstanding		0		0
Additional paid-in capital		874,755		27,145,330
Total capitalization	$	2,145,061	$	28,430,137

	(1)	The “as adjusted” data represents a surplus to the Selling Stockholders and a dilution to the investors in this Offering assuming our Shares in this Offering are priced at $2.00 per share, and excludes any effect of subsequent events after June 30 , 2016;

	(2)	See the notes payable included in the unaudited financial statements for the period ended June 30 , 2016 enclosed as part of this prospectus.

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

Overview

We intend to grow via originating and managing our own projects and in cooperation with other developers through potential joint ventures should any potentially profitable scenarios arise. We are headquartered in Deerfield Beach, FL and prioritize our business interests in the Fort Lauderdale, FL, Chicago, IL, and Richmond, VA metro areas.

Our business development plan comprises three stages:

● Stage 1: Development Stage (anticipated duration 2012-2017). Our goal for the development stage is to develop home kit models and methods for their assembly which we are planning to test within a single-family home subdivision in Chesterfield, VA (our Seasons Creek Project).

● Stage 2: Active Growth Stage (anticipated duration 2018-2019). Our goal for the active growth stage is to develop repeatable business processes for the manufacturing and assembly of our products (building kits inclusive of materials, tools, and assembly manuals) while diversifying the product base.

● Stage 3: Full-Scale Expansion Stage (past 2020). Our goal for the full-scale expansion stage is to attain and defend a sustainable market power in our niche on target markets.

The milestones and practical steps within these milestones known at this time are described under Section entitled “Business Plan” in the Summary Section of this prospectus.

The following table illustrates, in the consecutive order, our principal milestones of planned business development, together with associated costs, and indicates the amounts and source of funding we are contemplating to obtain and use to finance our activities for the identified milestones. If any additional financing would be required to be obtained for such activities, the footnotes following this table discuss our plans for obtaining such financing.

Anticipated milestone timelines and the duration of activities are estimated and are subject to change. While we believe these milestones to be reasonable, our achievement of these milestones within the anticipated timeline, or at all, relies in part upon our ability to raise sufficient investment proceeds, of which there is no guarantee.

Milestones (1)	Amount of Associated Investment Proceeds (2)		Anticipated Commencement and Duration	Source of Funding
Stage I: Development Stage. Our goal for the development stage is to develop home kit models and methods for their assembly which we are planning to test in real projects, starting from building 70 single-family homes in Chesterfield, VA (our Seasons Creek Project)	$	80,000,000	2012-2017	Cash on hand from previous sales of securities, Net proceeds of this Offering, and additional sales of securities (3)

Stage II: Active Growth Stage. Our goal for the active growth stage is to apply in real projects our proprietary repeatable business processes while developing a new concept of sustainable living while diversifying our product base (5).	$	200,000,000	2017-2019	Additional sales of securities (4)

Stage III: Full-Scale Expansion Stage. Our goal for the full-scale expansion stage is to expand our new concept of sustainable living communities in our target markets while attaining and defending sustainable market power.	$	2,000,000,000	Past 2020	Additional sales of securities (4)

(1)	We define “Milestones” as steps the Company anticipates taking to grow its business operations. Each step end marks achievements. Getting there requires capital. The business progress/growth (or as you called "points on a timeline") is measured by the opportunity cost leading to an increase of future revenues and profits, which ultimately results in an increase of stockholder equity.

(2)	The “amount of associated investment proceeds” for each milestone is meant to indicate the approximate total estimated costs of achieving that milestone. We plan on financing such costs partially from the net proceeds of this Offering, and consecutively from the sale of securities in the secondary offerings on a continuing basis as we originate new projects.

(3)	On February 1, 2015, the Company initiated a private placement offering of up to $20 million in unsecured, non-convertible Notes bearing simple, non-compounding interest of 10% per annum, as described in the Private Placement Memorandum dated February 1, 2015. The Notes will mature between two and three years from the date of issuance, subject to extension as described in the Memorandum. The Notes will be issued without indenture or trustee. The offering is made in reliance upon an exemption from securities registration afforded by, among other regulations, the provisions of Regulation D and/or Regulation S as promulgated by the SEC under the Securities Act of 1933. All of the notes in this Offering were offered by the Company. Management will have broad discretion with respect to the specific application of the net proceeds of the offering, although the net proceeds of the offering are intended to be generally applied toward the Company’s principal operations in the construction business. No subscriptions have been received under this private Offering as of the date of this Prospectus. The offering is currently active and has no termination date. We may also decide to finance this activity by offering securities of our Project LLC’s in one or more private offerings in the future.

(4)	We anticipate undertaking the additional offerings of our securities from time to time, based on our capital needs and project origination, after effectuation of this Offering by the SEC.

(5)	We have conceived a new concept of sustainable living communities based on the practical application of our knowledge base and novel technologies. The concept we intend to develop is a large-scale planned mixed-use development that can be conveniently located outside of a city that we intend to include, but not be limited to, its own private schools for residents, healthcare facilities, rental housing, single-family and multi-family real estate, parks, fitness centers, grocery stores, municipal buildings such as a fire station, gas stations, electric car charging stations, restaurants, retail stores, and office space. We also intend to meet modern standards for environmental-friendliness and energy efficiency throughout the development. Such concept is currently in its development stage and is subject to substantial changes, outcomes of which are uncertain. During Stage I of our Business Plan, we intend to continue developing this concept and locating a site for it. During Stage II and carrying into Stage III, we intend to physically begin and carry through with the land acquisition, land development, obtaining approvals from local municipalities, and construction of the project.

As the activities during Stage II and Stage III milestones are yet unclear, the following table illustrates our anticipated business activities within Stage I milestone:

Operating Activities within Stage I	Amount of Associated Costs ⁽¹⁾		Source of Funding
2015-2016 - Value of land owned by us for development of 70 building lots in Chesterfield County, VA (Seasons Creek project)	$	1,000,000	Current working capital
2016 – 2017 – Land development for 70 building lots in Chesterfield County, VA (Seasons Creek project)	$	450,000	Current working capital
2016-2017 - Land development for 70 homes in Chesterfield County, VA (Seasons Creek project)	$	3,250,000	Current working capital and net proceeds from this Offering
2017-2018 - Construction of 70 homes in Chesterfield County, VA (Seasons Creek project)	$	5,800,000	Current working capital and net proceeds from this Offering
2016-2017 - Purchase of land for development other than the Seasons Creek Project and properties for remodeling	$	11,200,000	Net proceeds from this Offering
2016-2017 - Development and testing of proprietary home model kits (2)	$	700,000	Net proceeds from this Offering
2016-2017 - Research for alternative materials (3)	$	250,000	Net proceeds from this Offering
General business operating activities (4)	$	6,850,000	Net proceeds from this Offering
2017 – Research 3D printer for construction	$	500,000	Net proceeds from this Offering
2016-2017 - Land development, other than Seasons Creek development	$	20,000,000	Additional offering (5)
2017 - Development and testing of new concept of a sustainable living community, including but not limited to erection of actual housing and commercial buildings, and/or purchase and remodeling existing properties to exhibit the concept (7)	$	30,000,000	Additional offering (6)

(1)	Assuming the sale of 14,500,000 shares of Common Stock offered by the Company are sold in this Offering.

(2)	We are planning to use $700,000 from the net proceeds of this Offering for development of our proprietary kits of home models we are planning to build on the 28.8-acre parcel of land we own in Chesterfield County, Virginia. Although the cost of these materials and supplies will be capitalized in total construction costs under our subsidiary, Seasons Creek Development LLC, and ultimately realized upon sale of homes, we allocate this cost separately because we are planning to use the home models combining novel combination of construction materials and supplies, an outcome of which is uncertain. Should we be not be able to assemble homes using these materials and supplies in compliance with the applicable building code, or at all, we will have to expense this cost partially or entirely, which may affect our future results of operations and may render a negative effect on your stockholder equity and earnings per share.

(3)	Maximum cost level cited.

(4)	Includes salaries, sales and marketing expenses, commissions, contractors’ compensation and other expenses not cited in previous items of this table.

(5)	On February 1, 2015, the Company initiated a private placement offering of up to $20 million in unsecured, non-convertible Notes bearing simple, non-compounding interest of 10% per annum, as described in the Private Placement Memorandum dated February 1, 2015. The Notes will mature between two and three years from the date of issuance, subject to extension as described in the Memorandum. The Notes will be issued without indenture or trustee. The offering is made in reliance upon an exemption from securities registration afforded by, among other regulations, the provisions of Regulation D and/or Regulation S as promulgated by the SEC under the Securities Act of 1933. All of the notes in this Offering were offered by the Company. Management will have broad discretion with respect to the specific application of the net proceeds of the offering, although the net proceeds of the offering are intended to be generally applied toward the Company’s principal operations in the construction business. No subscriptions were received under this Offering as of the date of this prospectus. The offering is currently active and has no termination date. We may also decide to finance this activity by offering securities of our Project LLC’s in one or more private offerings in the future.

(6)	Indicates private and public offerings of securities, which we anticipate undertaking consecutive to this Offering as we originate future projects.

(7)	We have conceived a new concept of sustainable living communities based on the practical application of our knowledge base and novel technologies. The concept we intend to develop is a large-scale planned mixed-use development that can be conveniently located outside of a city that we intend to include, but not be limited to, its own private schools for residents, healthcare facilities, rental housing, single-family and multi-family real estate, parks, fitness centers, grocery stores, municipal buildings such as a fire station, gas stations, electric car charging stations, restaurants, retail stores, and office space. We also intend to meet modern standards for environmental-friendliness and energy efficiency throughout the development. Such concept is currently in its development stage and is subject to substantial changes, outcomes of which are uncertain. During Stage I of our Business Plan, we intend to continue developing this concept and locating a site for it. During Stage II and carrying into Stage III, we intend to physically begin and carry through with the land acquisition, land development, obtaining approvals from local municipalities, and construction of the project.

From our inception in April 2012 to date, the majority of our operations were focused on engineering activities and searching for land suitable for pilot-testing the selected technologies in real construction projects. However, because it takes significant time and effort to conduct research and determine which technology could give us stronger competitive advantages, and because consecutively it takes time to find land and originate the construction projects to pilot-test the selected technology, the majority of our revenue from inception to date were derived from the financial assistance activities (see “Business” for more information).

We were incorporated in the state of Florida on April 11, 2012. Upon incorporation, our founders, Dr. Temnikov, Mr. Gurin and FVZ, LLC (represented by Ms. Fay Katz and Mr. Val Zevel), have collectively invested $100,000 in capital, which was used to finance expenses associated with our organizational expenses and commencement of our engineering activities aimed on the technology research and product development, including but not limited to renting a 4,000 square feet warehouse, in which we built, tested, and demolished our experimental structures. As more capital was required for a continuous research and testing, our initial investors have provided approximately $2.8 million in unsecured debt bearing annual interest varying between 6% and 8%. In effort to preserve capital and use interest to help us reducing our operating losses associated with start-up, research, and product development stages, we have engaged into the financial assistance activities by lending money in the commercial loans, most of which were secured by real estate property collaterals.

It took us approximately 24 months to conduct engineering and technology research to select the EVG-3D panel technology for an application in pilot projects. During that period, we screened hundreds of patents, building novelties and processes, including but not limited to U.S. Patent 5,515,659 entitled Construction System Using Panelized Insulation Having Integral Structural Frame, U.S. Patent 6,763,644 entitled Construction Block System, U.S. Patent 3,305,991 entitled Reinforced Modular Foam Panels and certain other technologies. We completed the technology screening by end of 2012, and selected the reinforced modular foam panels as our base for development of our first line of products.

In August 2014, we started searching for suitable land for our pilot projects with an intention to build luxury townhomes in the Miami-Dade and Palm Beach Counties of South Florida. In both cases, we had to withdraw from negotiating contracts due to the absence of product acceptance and lengthy process of receiving such acceptance from the respective county officials. In September 2014, we were involved in our first pilot project, called “ 3089 Parkside,” which was a remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold and closed on within third fiscal quarter of 2015. We were not allowed to use the EVG-3D Panels for this project due to lack of product acceptance by local municipality. In March-May 2015, we have also engaged into three other construction projects in the Chicago, Illinois area, from which we withdrew and switched our pilot-project base to Richmond, Virginia area. We believe, the product acceptance in the Richmond, Virginia metro area will be faster and less costly.

The implementation of our business plan is lengthy and subject to several risks and obstacles. It is further subject to various uncertainties and barriers to market entry. For example, but not limitation, our competitors may compete against us with products based on the technologies other than the EVG-3D Panel technology, which may be more competitive than our products. Also, numerous other companies are developing products based on the EVG-3D Panel technology, and such products (including materials, tools, and assembly methods) may be developed more competitive than our products. Although we believe we have strong competitive edge, and although we also continue researching and screening other novel construction technologies, there is no guarantee that we will be able to adopt these technologies for product development. Licensing the technologies from inventors may require significant capital resources, which we do not have at this time and there is no guarantee that we will be able to raise such resources in adequate amounts or at all. Also, licenses may be revoked or the technologies may become obsolete, in which case the amount of license fees paid would be non-refundable. Even when we develop technologies in-house and file patents, prosecuting and defending these patents will require additional capital, and there is no guarantee that, even if we raise such capital and pay our patent agents and attorneys, such patents will be granted. If patents are granted, any party can request re-examination of the patents, upon which the patents may be revoked by the U.S. Patent and Trademark Office. Patents may also be found infringing on other patents, which may cause us being responsible for additional license and royalty fees. Our engineering and product development efforts will require significant capital, including the proceeds from this Offering and beyond, and, although we believe the maximum proceeds from this Offering will be sufficient funding our business operations as necessary to achieve planned growth over the next 24 months, there is no guarantee that such capital will be available to us after effectuation of this Offering by the SEC and FINRA on the terms acceptable to us or at all. Furthermore, if we are successful in the technology implementation, engineering and product development, the continuing testing of our products in pilot-test construction projects will require significant additional capital. Our land and property purchases will require additional significant capital, and we cannot predict the then-current market conditions, in which we would be required to raise such capital. We will be also subject to several other risks and obstacles while implementing our business plan and operating our company. Even when we are successful in developing an expanding enterprise with competitive products, we will face several risks and uncertainties. Please read “Business” and “Risk Factors” sections for more information.

On November 30, 2015 we formed a limited liability company in the Commonwealth of Virginia, Seasons Creek Development LLC, of which the Company is currently the sole member, in order to purchase and develop a parcel of land consisting of approximately 28.8 acres located in Chesterfield, Virginia. We consummated our purchase of the land on December 11, 2015. The land has been zoned to accommodate up to 70 single family homes and currently holds a tentative plan of development approval. We intend to develop this land into a residential subdivision to be called “Seasons Creek” consisting of 70 single family homes built with the novel construction materials and methods we have researched. As of the date of this prospectus, we have started engineering revisions of our plan of development for the 70 buildable lots. We have no mortgage on this land. Based upon market analysis and preliminary appraisals, we have concluded an as-is unimproved value of approximately $980,000 for the raw land, however, each appraisal is subject to opinion and current market conditions which fluctuate and, therefore, investors should not rely on any appraisal that they have not conducted themselves. In addition, due to a “grandfathered” approval pertaining to the development, the Seasons Creek land features a waiver of cash proffers (a sum paid by the developer to the County in order defray capital facilities costs associated with development) in the amount of approximately $18,966 per lot under plan of development, or approximately $1.3 million for the 70 lots. Though this does not increase the actual raw value of the land, it may result in lower costs associated with the actual development of the project and thus is an advantage towards the project as a whole. We believe we will be able to leverage the Seasons Creek land in order to obtain financing in the amount of at least $700,000 by leveraging the land’s total combined 2015 tax appraisal of approximately $736,300 by Chesterfield County to obtain low-interest debentures secured by such land. If we obtain such loan, we may use it to either repay our debentures to Zimas or use this loan for the Seasons Creek project implementation purposes.

We divide single-family development projects into multiple stages:

(1)	Engineering – Plans are created and permits obtained (6-8 months’ average depending on project size)
(2)	Land Development – Earthwork, site clearing, utility work, road creation, and other works are done culminating in recording individual lots to build upon (8-14 months’ average depending on project size)
(3)	Construction/Sales – Each site is ready to be built upon, whether that be ready-homes or custom built. We do not intend to limit ourselves to one sales avenue, and we intend to remain open to the possibilities of selling the lots individually to consumers, selling lots in bulk to other builders, selling ready-made homes to consumers, or advanced sales and building to the consumer’s requests. (12-36 month average depending on project size)

We are currently in the final stages of engineering the land development building plans for the Seasons Creek Project, and anticipate being able to obtain a land disturbance permit and for contractors to begin earthwork, utilities work, and other land development works by September 2016. We anticipate the engineering revisions to be completed on or before October 30, 2016. Once this stage in concluded, and lots will be ready for construction of homes. We anticipate to commence land development works upon funding our Seasons Creek Project from sale of common shares in this offering. We further anticipate completing all land development works within 12 months from their commencement.

We believe these notes from our affiliates, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., would be marketable at full face value of $460,000 plus accrued and unpaid interest, despite the recorded by us bad debt allowances on these notes, because our affiliated debtors have intangible assets with a market value that we believe would be in excess of the aggregate face value of these notes and accrued but unpaid interests and because or founders and controlling stockholders, Messrs. Temnikov and Gurin and FVZ LLC, collectively exercise voting control of the affiliated debtors of over 2/3 required by Florida law for disposition or leveraging of such intangible assets.

Revenue

To date, a significant majority of our revenue has been derived from our real-estate financing activities, which we anticipate to cease as we engage in increasingly more and more real-estate construction projects.

Industry Guide 3 requires statistical disclosure by Bank Holding Companies. Although a significant majority of our revenue has been derived from our real-estate financing activities, we are not a banking institution and not a holding company, and therefore we believe the requirements of Industry Guide 3 are not applicable to us. We have merely re-lent the cash received from our lenders to our affiliate, Helpful Capital Group LLC (entity under common control) at a higher interest rate with the sole purpose of “parking” our cash resources until we can use such cash for construction projects. We have “parked” our cash into financial instruments only for a period of time required to complete designing our business model and screening novel construction technologies we intend using in our future construction projects. Although a majority of our revenue to date has been derived from our financing activities, the purpose of our financial activities was supplemental and secondary to our engineering and construction activities, which are our main purpose and course of business. We engaged into financial activities in an attempt to decrease our operating losses and reduce depletion of our cash resources during the start-up and business development stage by earning an interest surplus to finance our working capital.

We plan sourcing revenues in form of a combination of construction management fees and equity distribution from the remodeling of existing real estate properties and from construction of new properties. Our construction management activities will comprise practical application of our proprietary building process and know-how as outlined below in this section. Engaging into remodeling of existing properties, regardless whether such remodeling is made by using traditional or novel construction materials and methods, allows us establishing short-term revenue stream. Engaging into new construction activities allows us establishing long-term revenue stream. As we develop novel building materials and methods, we envision using these novelties in both, remodeling and new construction activities, which we believe will ultimately enable us increasing both, our construction revenues and our overall profit margins, hence enabling us funding increasingly more money for our engineering and product development activities in our search for a faster and less expensive construction, and further deployment of these products to the addressable markets.

When we complete a building project and prior to a liquidation of the Project LLC, we derive, in addition to the construction management fee, a revenue from the distribution of our equity share in the project LLC. This income is reported to us by the Project LLC on IRS Form K-1. Our equity share is determined in accordance to the Project LLC operating agreement, and generally varies upon a level of our equity contribution into the Project LLC. For example , but not limitation, if, upon organization of the Project LLC we contribute cash in the amount required for placing a deposit on land purchase which equals to 20% of the land purchase price, and our building partners contribute cash equal to 80% of the land purchase, our equity contribution is considered at 20%, and, therefore, our equity share in the net income of the Project LLC is also considered at 20%. If, for further example but not limitation, we contribute our corporate guarantees for the repayment of construction loan the Project LLC undertakes to finance building of property on the land, we may receive, on case by case basis, an additional equity share in the Project LLC. Also for further example but not limitation, if during the construction phase, we agree to defer our construction management fees till the completion of the project, we may receive, on case by case basis, an additional equity share in the Project LLC. Each time we receive any membership equity share in the Project LLC, such equity share is recorded by amendment of the appropriate Exhibit A of the operating agreement for the Project LLC. Because the project LLCs are formed for the purposes of carrying out a construction project, we recognize this revenue as revenue from our construction activities. We consider a building project completed when the property owned by the project LLC is sold. The value of the LLC membership equity subject to distribution to us and other LLC members, if any, is calculated by deducting the total capitalized costs and the project operating expenses from the gross profit of the project LLC calculated in accordance to GAAP. The gross profit is determined by deducting the realtor commissions and closing costs from the aggregate sale amount for which the property owned by the project LLC is sold. Our construction management fees are deducted from the gross profit, among other operating expenses of the Project LLC

Generally, we intend to organize a new limited liability company for each project in the state of geographic location of the subject project (each a “Project LLC”). The Project LLCs are taxable as a partnership. With few exceptions, we usually form each Project LLC and initially purchase and own 100% of its equity upon payment of deposits on land under contract. Consecutively, we plan to undertake private offerings of limited membership interests of the Project LLC for the amounts required to purchase land under contract and conduct construction works. Upon receiving investments, our ownership and profit share in the Project LLC is diluted based on the amounts contribute by investors into the project. There is no dilution of our Common Stock occurring upon receiving investments into the Project LLC. Although we aim to own at least 51% of the limited membership interests in each Project LLC, we often result in owning less than 51% of the limited membership interests in each Project LLC. For this reason, we may not have the authority to exercise full control and requisite voting power over the Project LLC business affairs, including but not limited the control over the implementation and payments under the operating agreements, which obliges the Project LLC to pay our construction management fees. Notwithstanding the above statement, all decisions that may render a significant effect on the Project LLC business require unanimous vote of all members, including our vote. These decisions include:

	(1)	Dissolution or winding up of the Project LLC;

	(2)	Any merger or consolidation of the Project LLC;

	(3)	Any sale, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Project LLC;

	(4)	Declaration of any payment by the Project LLC beyond the payments approved by members

	(5)	Any amendment to the operating agreement of the Project LLC;

	(6)	Any amendment, restatement or revocation of the Articles of Organization of the Project LLC, except (a) as provided to effectuate a change in the principal place of business of the Project LLC, (b) to change the name of the Project LLC, (c) as required by applicable law;

	(7)	Any material change in the business purpose of the Project LLC;

	(8)	Any transfer of limited membership interest to any person;

	(9)	The incurrence of any indebtedness for borrowed money by the Project LLC;

	(10)	Any purchase, lease or other acquisition, in any single transaction or in a series of related transactions, of property or services or capital equipment inconsistent with an approved business plan;

	(11)	Any capital expenditures or series of related capital expenditures, that exceed the amount provided therefor in the most recently approved operating budget of the Project LLC (after taking into account any general spending overrun provisions contained in the approved business plan) or any commitment by the Project LLC to make expenditures in any project in an amount greater than the amount set forth in the approved operating budget of the homebuilding project carried out by the Project LLC;

	(12)	The acquisition of any business or entry into any partnership by the Project LLC;

	(13)	(a) the voluntary commencement or the failure to contest in a timely and appropriate manner any involuntary proceeding or the filing of any petition seeking relief under bankruptcy, insolvency, receivership or similar laws, (b) the application for or consent to the appointment of a receiver, trustee, custodian, conservator or similar official for the Project LLC, or for a substantial part of their property or assets, (c) the filing of an answer admitting the material allegations of a petition filed against the Project LLC in any proceeding described above, (d) the consent to any order for relief issued with respect to any proceeding described herein, (e) the making of a general assignment for the benefit of creditors, or (f) the admission in writing of the Project LLC’s inability, or the failure of the Project LLC to pay its debts as they become due or the taking of any action for the purpose of effecting any of the foregoing;

	(14)	Creation of any direct or indirect subsidiary of the Project LLC; and

	(15)	Any other act that would make it impossible for the Project LLC to continue to operate the business of the Project LLC.

We plan to sell the properties we build, directly and in cooperation with our strategic partners, through licensed real estate brokers and their associate realtors. Our marketing strategy is focused on advertising through digital and social media, including Internet websites, which we intend to allow us to incrementally decrease marketing costs and market the properties we build to buyers in combination with mortgage payment calculators and other digital tools available throughout the Internet. We also intend to advertise through traditional marketing sources, including but not limited to newspapers and local and regional publications.

In September 2014 we engaged into our first pilot project, called 3089 Parkside, which was a remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold and closed on within third fiscal quarter of 2015.

Cost of Revenue

Cost of revenue primarily consists of our inventory of home kits, as well as (when and if we engage into the manufacturing of our home kits) manufacturing, packaging, assembly and testing costs for our home kits, shipping costs, costs of contracted labor, including stock-based compensation, warranty costs and write-downs for excess and obsolete inventory. Because currently our activities in the home kit segment are limited to engineering and market research, and because we currently have no inventory for resale, we have no cost of revenue.

Gross Profit

Gross profit is the difference between the revenue and the cost of revenue. We price our properties based on market and competitive conditions in local markets, and from time to time may reduce the price per square feet of our products as market and competitive conditions change. If we are unable to decrease the cost of our products in line with the sale price decrease, we may experience a reduction in our gross profit and gross margin.

Selling, General and Administrative Expenses

Selling, general and administrative expense primarily consists of personnel related expenses (including stock based compensation), sales commissions, field inspection expenses, travel expenses, professional and consulting fees, legal fees, depreciation expense, and other operating expenses. We expect selling, general and administrative expenses to increase on an absolute basis in the future as we expand our involvement into construction projects and hire more project management, sales, marketing, finance and administrative personnel, and we incur additional expenses associated with operating as a public company.

Research and Development Expenses

Research and development expense primarily consists of prototyping and testing of prototypes of novel construction methods and instruments, and personnel related expenses (including stock based compensation), intellectual property license costs, engineering design development costs, technology evaluation costs, depreciation expense and other expenses related to our research and development of novel construction methods. Research and development activities include the design of new construction elements, methods, systems and processes, refinement of existing elements, methods, systems and processes and product development, including obtaining the appropriate product approvals to ensure compliance with required architectural specifications and building codes. All research and development costs are expensed as incurred. We expect our research and development expenses to increase on an absolute basis as we continue to expand our involvements into developing novel construction elements, methods, systems and processes.

Interest Expense

Interest expense consists of interest expense related to our obligations under convertible debt and non-convertible debt.

	●	Zimas $1 Million Note and Amended and Restated Zimas Note : In April 2013, we issued an unsecured non-recourse convertible promissory note in the principal amount of $1,000,000 to Zimas LLC, a principal stockholder. The note bore interest at the rate of 8.0% per annum, payable quarterly, was to mature on March 31, 2016, and was convertible into 625,000 shares of Common Stock at a rate of $1.60 per share. The note was payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount would have been discounted 20% and an early termination penalty will apply. Zimas LLC is owned and controlled by Ms. Zena Katz, who is the sister of Ms. Fay Katz, a 75% owner of FVZ, LLC, a founder and principal stockholder of the Company. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid in January 2016. As of March 31, 2016, the amount of accrued interest was $19,945. The full amount of principal and accrued interest is due and payable within 30 days from maturity date. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $80,000 and $80,000, respectively. On April 29, 2016, Zimas and the Company entered into in a Loan Amendment and Extension Agreement (the “Note Extension Agreement”) pursuant to which (i) the note’s maturity date was extended to June 30, 2016 with increased interest accruing at the non-compounding rate of 10.0% for the period from April 1, 2016 and ending at the earlier of (a) date of repayment, or (b) on June 30, 2016 and (ii) the note was no longer secured by or convertible into 625,000 shares of common stock. In connection with the Note Extension Agreement, the Company issued Zimas a warrant exercisable for 625,000 shares of common stock for $1.60 per share from January 1, 2018 to December 31, 2028. This warrant was valued using the Black-Scholes model using a volatility of 87.85% (derived using the average volatility of three similar public companies), an expected term of 1.7 years and a discount rate of 0.77%. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. The Company has no rights to redeem the warrant. The warrant also specifies that if Zimas exercises and continues to own more than 5% of the outstanding Common Stock, Zimas will be entitled to nominate representative to the Company’s Board of Directors. On May 16, 2016, we paid Zimas the amount of $400,000 from the amount of $510,000 received from assignment of our first mortgage on real property located in Miami, FL to Thriving Investments pursuant to a Stipulation of Settlement, entered into on March 31, 2016, among HCG, Thriving Investments and FVZ, LLC. Restated and amended note for the remaining amount due under convertible note of $600,000 was issued as a non-convertible note on May 16, 2016. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of June 30, 2016 the amount of accrued interest was $7,397. This note is in default for non-payment of principal and interest as of June 30, 2016. As of the maturity date of June 30, 2016, we owe Zimas under the restated and amended non-convertible note the principal amount of $600,000 and accrued interest of $39,945, or the aggregate of $639,945. At the date of this prospectus, we were unable to repay the $600,000 and $39,945 in accrued interest under the Amended and Restated Zimas Note and it is currently in default. We believe we will be able to cure the delinquency of the Amended and Restated Zimas Note by paying Zimas the $639,945 before a lapse of 90-day delinquency period. We anticipate financing the repayment of $639,945 from (i) obtaining at least $700,000 by leveraging our Seasons Creek land, which value is presently estimated in approximately $1 million, or (ii) from the net proceeds of this Offering, or (iii) from a combination of both, the land leveraging and the net proceeds from this Offering. If we are unable to leverage our Seasons Creek land to repay our debt to Zimas under the Amended and Restated Zimas Note which matured on June 30, 2016 and is currently in default, our plan is to attempt to raise funds by reselling indebtedness owed us by Ameri Finance, Inc. in the aggregate principal amount of $200,000, bearing interest at the rate of 12.5% per annum and payable quarterly, due December 31, 2018 and secured by the assets of Ameri Finance, and also by our affiliates, Helpful Technologies Inc. and Fuel Combustion Technologies Inc., in the aggregate amount of $460,000, controlled by our Chief Executive Officer and Interim Chief Financial Officer, Messrs. Temnikov and Gurin, respectively, and our 20% stockholder FVZ, LLC. Under the assigned loan agreements with Ameri Finance, we may sell those notes at any time without obtaining consent from Ameri Finance. There can be no assurances, however, that we will be able to resell these notes at full value, or at all. If we are unsuccessful in reselling these notes at face value, or for any other amount, we will unable to repay the outstanding principal and accrued interest under the Amended and Restated Zimas Note which could adversely affect our ability to raise capital through the issuance of equity or debt securities and which could adversely affect our business operations and your investment in securities.

	●	Zimas $400,000 Note. In June 2014, we issued a secured convertible promissory note in the principal amount of $400,000 to Zimas (the “Zimas $400,000 Note”). The Zimas $400,000 Note bears interest at the rate of 8.0% per annum, payable quarterly, matures on June 29, 2017, is secured by 250,000 shares of Common Stock and is convertible at any time by the holder thereof into 250,000 shares of Common Stock at a rate of $1.60 per share. The Zimas $400,000 Note is payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount shall be discounted 20% and an early termination penalty will apply. As of December 31, 2014, the amount of accrued interest was $16,444, which was paid in January 2015. As of December 31, 2015, the amount of accrued interest was $32,444, which was paid in January 2016. During the year ended December 31, 2015 and 2014, the Company made payments for interest totaling $16,444 and $0, respectively. As of June 30, 2016, the amount of accrued interest was $16,178. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $32,444 and $16,445, respectively.

	●	Marusya $1 Million Note. In June 2014, we issued a secured non-convertible promissory note in the principal amount of $1,000,000 to Marusya Pro LLC, an unaffiliated third-party (the “Marusya $1 Million Note”). The Marusya $1 Million Note bore interest at the rate of 6.0% per annum, payable quarterly, was to mature on June 17, 2017, and was secured by all of the assets of the Company. The Marusya $1 Million Note was payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount would be discounted 20% and an early termination penalty will apply. In April 2013, Marusya demanded early repayment of the Marusya $1 Million Note. The principal amount was discounted by 20% (200,000) and assessed an early withdrawal penalty of $49,167. In July 2015, the Company repaid $150,000 under the Marusya $1 Million Note. In December 2015, the Company made a second payment of $600,833, for a total repayment of $750,833 and which paid the discounted note amount in full. The notice of loan satisfaction was received from the lender in December 2015. Because the discounted and penalized principal is repaid in full to the lender, the Company recorded a $249,167 gain for the period ending on December 31, 2015.

Net Loss

For the twelve months ended December 31, 2015, our net loss was $715,591. For the twelve months ended December 31, 2014, our net loss was $239,678. The increase in net operating loss of $475,913 was attributed to our active engagement into construction activities, which caused a gradual increase in operating expenses as we were withdrawing from financial assistance activities and focusing our operation on purchase and development of land for construction. As reflected in the accompanying unaudited financial statements, the Company had a net loss of $ 793,954 and $ 109,302 for the six months ended June 30 , 2016 and 2015, respectively.

Income taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of December 31, 2015 and December 31, 2014, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Results of Operations

The following table sets forth statement of income data for the periods indicated:

	Fiscal Years Ended December 31,									Six Months Ended June 30, (Unaudited)
	2015			2014			Change			2016			2015			Change
Revenue, including interest income	$	202,338		$	231,661			(13	)%	$	138,405		$	93,047			49	%
Operating expenses:
Compensation		297,392			107,537			177			324,696			81,450			299
Professional Fees		343,841			41,776			723			60,521			187,635			(68	)
Interest expense		127,444			129,280			(1	)		58,101			70,760			(18	)
Bad debt expense		321,923			179,197			80			-			(179,197	)		*
Amortization of debt discount		-			-			*			434,182			-			*
Other selling, general and administrative		76,697			17,328			343			54,975			41,802			32
Total operating expenses		1,167,297			475,118			146			932,475			202,450			361
Loss from operations		(964,959	)		(243,457	)		296			(794,070	)		(109,302	)		626
Other income		249,368			3,779			6,499			116			101			(15	)
Total Other Income		249,368			3,779			6,499			116			101			(15	)
Net loss	$	(715,591	)	$	(239,678	)		199	%	$	(793,954	)	$	(109,302	)		626	%
Net loss per common share Basic and diluted	$	(0.31	)	$	(0.02	)		*		$	(0.38	)	$	(0.04	)		*
Weighted average Common Stock: Basic and diluted		2,294,521			10,000,000			*			2,100,000			2,492,265			*

* Percentage not meaningful.

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

As reflected in the accompanying financial statements, we ended the year ended December 31, 2015 with net loss of $715,591, or $(0.31) per basic and diluted share, as compared to net loss of $239,678, or $(0.02) per basic and diluted share during the year ended December 31, 2014, which is an increase of 199%. This increase was mainly caused by an increase in operating expenses from $475,118 for the year ended December 31, 2014 to $1,167,297 for the year ended December 31, 2015 as we became more active in organizing a revenue stream from our construction activities, as well as an increase in professional fees in connection with preparation of the registration statement of which this prospectus forms are a part and an increase in bad debt expense.

There is substantial doubt about the Company’s 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 significant revenues.

Revenue

Our financial activities during the year ended December 31, 2015 have produced $166,666 in interest income, which is a 15% decrease from $197,161 during the year ended December 31, 2014. Although there was no substantial change within our financial activities, the slight decrease in revenue from financial activities during the year ended December 31, 2015 as compared to the same period in 2014, indicates, that we are withdrawing from our financial activities. The engagement within the financial activities segment was solely aimed at re-lending the cash received from our lenders at a higher interest rate in an attempt to decrease our operating losses and reduce depletion of our cash resources during the start-up and business development stage by earning an interest surplus to finance our working capital needs. Although a majority of our revenue to date has been derived from our financing activities, the purpose of our financial activities was supplemental and secondary to our engineering and construction activities, which are our main business strategy. As the promissory notes we sold to third parties reach their respective maturity dates, or are being repaid early, we use the proceeds to fund our construction projects, including, but not limited to, making deposits on land, paying personnel salaries, pay incurred architectural, civil engineering and other expenses in order to generate revenue from our homebuilding projects. As reflected in the accompanying financial statements, in December 2015, the Company purchased land held for future development in State of Virginia in December 2015 at a cost of $211,336.

Our engineering consulting services during the year ended December 31, 2015 have produced $0 in revenue, as compared to $34,500 during the year ended December 31, 2014. This decrease was caused by a decrease in demand.

Our construction activities during the year ended December 31, 2015 have produced $35,672 in revenue, as compared to $0 during the year ended December 31, 2014. The increase is consistent with our current strategic priorities. In September 2014, we participated into our first pilot project, called “ 3089 Parkside,” through a joint venture with Development Management Holding LLC, a construction company and an affiliate of Interforum Holdings, Inc. (“Development Management”), in connection with the remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold and closed on within third fiscal quarter of 2015. In March 2015, we paid $180,000 and $235,000 to acquire 5% equity stake in two joint ventures, 228 Racine LLC (“Racine”) and 7820 Madison LLC (“Madison”), respectively, in the Chicago, IL area with Development Management. In April 2015, we paid $360,000 to acquire 5% equity stake in a joint venture, 2709 Ashland LLC (“Ashland”), in the Chicago, IL area with Development Management. In July 2015, we withdrew from the Racine joint venture and in September 2015, we withdrew from the Madison and Ashland joint ventures due to our lack of capital. Our deposits for the three projects (totaling $775,000) were returned to us in September 2015. On December 11, 2015, the Company, through our subsidiary, Seasons Creek Development, LLC, a Virginia limited liability company (“Seasons Creek Development”), purchased a 28.8-acre parcel of land in Chesterfield County, Virginia zoned for new construction of 70 residential, single-family homes for $211,336. We are planning on building homes of average size 2,100 square feet, or total development of 164,500 square feet of buildable living space. We anticipate that our revenue from construction activities will increase in absolute dollars and increase as a percentage of total revenues as we become profitable.

Operating Expenses

Our total operating expenses during the year ended December 31, 2015 amounted to $1,167,297, which is an increase of approximately 146% from the total operating expenses of $475,118 during the year ended December 31, 2014. The increase in operating expenses was attributed to changing our operational focus from financial assistance activities to construction activities. The following table illustrates the summary of our operating loss for the periods indicated:

	Years Ended December 31,
	2015			2014
Total revenues, including interest income from the Notes	$	202,338		$	231,661
Selling, general and administrative expenses, total		1,167,297			475,118
Income loss from operations		(964,959	)		(243,457	)
Total other income		249,368			3,779
Loss before income taxes		(715,591	)		(239,678	)
Provision for income taxes		—			—
Netloss	$	(715,591	)	$	(239,678	)
Loss per share – basic and diluted	$	(0.31	)	$	(0.02	)
Weighted average Common Stock – basic and diluted		2,294,521			10,000,000

Selling, General and Administrative Expenses

Selling, general and administrative expenses costs include officer compensation, salaries and benefits, stock-based compensation expense, professional and consulting fees, legal expenses, intellectual property costs, accounting and auditing fees, investor relations costs, bad-debt expense, bad-debt expense recovery, insurance, reporting costs and fees, and corporate overhead related costs. Total selling, general and administrative expenses for the year ended December 31, 2015 was $1,167,297 as compared to $475,118 for the same period of 2014. The increase of approximately 146% was primarily caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, as well as an increase in operating expenses in connection with preparation of this registration statement and an increase in bad debt expense. In September 2014, we participated into our first pilot project, called “ 3089 Parkside,” through a joint venture with Development Management Holding LLC, a construction company and an affiliate of Interforum Holdings, Inc. (“Development Management”), in connection with the remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold and closed on within third fiscal quarter of 2015. In March 2015, we paid $180,000 and $235,000 to acquire 5% equity stake in two joint ventures, 228 Racine LLC (“Racine”) and 7820 Madison LLC (“Madison”), respectively, in the Chicago, IL area with Development Management. In April 2015, we paid $360,000 to acquire 5% equity stake in a joint venture, 2709 Ashland LLC (“Ashland”), in the Chicago, IL area with Development Management. In July 2015, we withdrew from the Racine joint venture and in September 2015, we withdrew from the Madison and Ashland joint ventures due to our lack of capital. Our deposits for the three projects (totaling $775,000) were returned to us in September 2015 and we used such funds to extinguish a promissory note that was terminated by the lender. On December 11, 2015, the Company, through our subsidiary, Seasons Creek Development, LLC, a Virginia limited liability company (“Seasons Creek Development”), purchased a 28.8-acre parcel of land in Chesterfield County, Virginia zoned for new construction of 70 residential, single-family homes for $211,336. We are planning on building homes of average size 2,100 square feet, or total development of 164,500 square feet of buildable living space. As we continue to further develop our business, we anticipate that our selling, general and administrative expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable.

Research and Development Expenses

Research and development expenses generally include amounts including salaries and benefits, engineering and technology consultant fees, supplies and materials for samples and prototypes, as well as other engineering related expenses. In the accompanying unaudited financial statements, expenditures for research and product development costs are included in other selling, general and administrative expense and totaled $5,969 and $79 for the years ended December 31, 2015, 2015 and 2014, respectively, which is an increase of approximately 7,456%. As we become more active in our home kit activities, we anticipate that our research and development costs will increase in absolute dollars.

Interest Expenses

Interest expense is related to our obligations under our convertible debt and non-convertible debt and totaled to $127,444 and $129,280 for the years ended December 31, 2015 and 2014, respectively. This 1% decrease in 2015 was due to decreased weighted average of total amount of debt securities caused by early extinguishment request of a promissory note with principal amount of $1,000,000 in April 2015 as compared to the year ended December 31, 2014.

Other Income

Other income consisted primarily of the gain on the debt settlement on non-convertible note with principal amount of $1 million, which totaled $249,167 and consisted of the early repayment discount equal to 20% of the principal amount, or $200,000, and the early repayment penalty of $49,167 during the year ended December 31, 2015 and processing fees and other fees received in connection with the repayment of the notes receivable to us and totaled $1,861 during the year ended December 31, 2014. The increase of 6,499% during the year ended December 31, 2015 in other income as compared to the year ended December 31, 2014 was due to the irregular gain on early debt extinguishment.

Net Loss

For the year ended December 31, 2015, our net loss was $715,591. For the year ended December 31, 2014, our net loss was of $239,678. This increase in net loss of approximately 199% was mainly caused by the increased operating expenses period over period ($1,167,297 for the year ended December 31, 2015 compared to $475,118 for the year ended December 31, 2014) caused by an increase in compensation expenses ($297,392 for the year ended December 31, 2015 compared to $107,537 for the year ended December 31, 2014), professional fees ($343,841 for the year ended December 31, 2015 compared to $41,776 for the year ended December 31, 2014), bad debt expense ($321,923 for the year ended December 31, 2015 compared to $179,197 for the year ended December 31, 2014) and other selling, general and administrative expenses ($76,697 for the year ended December 31, 2015 compared to $17,328 for the year ended December 31, 2014) as we became more active in organizing a revenue stream from our construction activities and as well as an increase in operating expenses in connection with preparation of the registration statement, of which this prospectus forms a part, in connection with this Offering. As we continue to further develop our business, we anticipate that our selling, general and administrative expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable from our homebuilding activities.

Loss per share

We reported net loss of $715,591, or $(0.31) per basic and diluted share, for the year ended December 31, 2015, compared to net loss of $239,678, or $(0.02) per basic and diluted share, for the year ended December 31, 2014. The increase in loss attributable to Common Stockholders per share, basic and diluted, for the year ended December 31, 2015 as compared to for the same period in 2014 was caused by the increase in net loss of approximately 199% for the year ended December 31, 2015 as compared to the same period in 2014 as well as by the decrease of our weighted average number of outstanding shares of Common Stock. In January 2015, our founders, FVZ, LLC, Dr. Temnikov and Mr. Gurin, converted an aggregate of 8,000,000 shares of Common Stock held by them into 8,000,000 shares of Series-X Common Stock. As a result of these conversions, the number of outstanding shares of Common Stock decreased from 10,000,000 to 2,000,000. On March 31, 2015, pursuant to the terms of that certain Agreement and Plan of Merger, by and between Helpful Technologies, Inc. (“HTI”), HAC Patents LLC, a wholly-owned subsidiary of HTI (“HAC Patents”), and the Company, we issued an aggregate of 100,000 shares of Common Stock to HTI in exchange for 100% of the equity interest in HAC Patents, thereby increasing the outstanding shares of Common Stock to 2,100,000. During the year ended December 31, 2015, the weighted average number of shares of Common Stock (basic and diluted) resulted in 2,294,521.

	Years Ended December 31,
	2015			2014
Net loss	$	(715,591	)	$	(239,678	)
Weighted average number of common shares outstanding, basic and diluted		2,294,521			10,000,000
Net earnings (loss) attributable to Common Stockholders per share, basic and diluted	$	(0.31	)		(0.02	)

Comparison of the Six Months Ended June 30, 2016 to the Six Months Ended June 30, 2015 (Unaudited)

As reflected in the accompanying unaudited financial statements, we ended six months ended June 30, 2016 with net loss of $793,954, or $0.38 per basic and diluted share, as compared to net loss of $109,302, or $0.04 per basic and diluted share during six months ended June 30, 2015, which is an increase of 626%. The change in net loss in the six months ended June 30, 2016 as compared to the six months ended June 30, 2015 was mainly caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, as well as an increase in operating expenses in connection with preparation of this registration statement and amortization of debt discount expense in connection to issuance of warrant. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of convertible note payable with principal amount of $1,000,000 to June 30, 2016, to purchase up to an aggregate of 625,000 shares of Common stock of the Corporation, at an exercise price of $1.60 per share of Common Stock, exercisable in full or in part at any time vesting from January 1, 2018 and expiring on December 31, 2028. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. These matters raise substantial doubt about the Company’s 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 significant revenues.

Revenue

Our financial activities during six months ended June 30, 2016 have produced total amount of $138,405 or $14,191 in interest income and $124,214 of proceeds from the foreclosure and sale of one note, which is in total an increase of 49% as compared to $93,047 in interest income during six months ended June 30, 2015. Although there was an increase in total from financial activities, there was substantial decrease in interest income of approximately 85%, which is indicative of our withdrawal from the financial activities. The engagement within the financial activities segment was solely aimed at re-lending the cash received from our lenders at the higher interest rate in an attempt to decrease our operating losses and reduce depletion of our cash resources during the start-up and business development stage by earning an interest surplus to finance our working capital. Although a majority of our revenue to date has been derived from our financing activities, the purpose of our financial activities was supplemental and secondary to our construction and engineering activities, which are our main purpose and course of business. As the notes reach their respective maturity, or are being repaid to us prior to their maturity dates, we use the proceeds to fund our homebuilding projects, including but not limited to remitting deposits on land, paying personnel salaries, architectural and civil engineering and other expenses in order to generate revenue from our homebuilding projects., because they are not our main course of business, but rather a supportive function aimed to reduce our operating losses occurred from engaging into the engineering and construction activities, our main business purpose. We had no other revenue than from financial activities during six months ended June 30, 2016 and six months ended June 30, 2015. In December 2015 and May 2016 we have incorporated Seasons Creek Development LLC and River City Park LLC, respectively, in the State of Virginia for the purpose of acquiring the land and existing property with the purpose of building and selling a residential single-family homes to general public. We anticipate that starting from 2016 the revenue from construction activities will constitute the majority of our revenue.

Operating Expenses

Our total operating expenses during six months ended June 30, 2016 amounted to $932,475, which is an increase of approximately 361% from the total operating expenses of $202,450 during six months ended June 30, 2015. The following table illustrates the summary of our operating loss for the periods indicated:

	Six Months Ended June 30, (Unaudited)
	2016			2015
Total revenues, including interest income from the Notes	$	138,405		$	93,047
Selling, general and administrative expenses, total		932,475			202,450
Loss from operations		(794,070	)		(109,403	)
Total other income		116			101
Loss before income taxes		(793,954	)		(109,302	)
Provision for income taxes		—			—
Net loss	$	(793,954	)	$	(109,302	)
Loss per share – basic and diluted	$	(0.38	)	$	(0.04	)
Weighted average Common Stock – basic and diluted		2,100,000			2,492,265

Selling, general and administrative expenses

Selling, general and administrative expenses costs include officer compensation, salaries and benefits, stock-based compensation expense, consulting fees, legal expenses, intellectual property costs, accounting and auditing fees, investor relations costs, insurance, reporting costs and fees, bad debt recovery, amortization of debt discount and corporate overhead related costs. Total selling, general and administrative expenses for the six months ended June 30, 2016 was $965,475 as compared to $202,450 for the same period of 2015. The increase of approximately 361% was primarily caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, as well as an increase in operating expenses in connection with preparation of this registration statement and amortization of debt discount expense in connection to issuance of warrant. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of convertible note payable with principal amount of $1,000,000 to June 30, 2016, to purchase up to an aggregate of 625,000 shares of Common stock of the Corporation, at an exercise price of $1.60 per share of Common Stock, exercisable in full or in part at any time vesting from January 1, 2018 and expiring on December 31, 2028. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. As we continue to further develop our business, we anticipate that our selling, general and administrative expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable.

Interest expenses

Interest expense is related to our obligations under our convertible and non-convertible debt and totaled to $58,101 and $70,760 for the six months ended June 30, 2016 and 2015, respectively. The 18% decrease in interest expense for the six months ended June 30, 2016 was due to decreased weighted average of total amount of debt securities in 2016 as compared to the six months ended June 30, 2015.

Other Income

Other income consisted primarily of processing fees and other fees received in connection with the repayment of the notes receivable to us as well and totaled to $116 and $101 for the six months ended June 30, 2016 and 2015, respectively. Other income for the six months ended June 30, 2016 and 2015 was insignificant.

Net Loss

For the six months ended June 30, 2016, our net loss was $793,954. For the six months ended June 30, 2015, our net loss was of $109,302. This increase in net loss of approximately 626% for the six months ended June 30, 2016 as compared to the same period in 2015 was mainly caused by the increased operating expense as we became more active in organizing a revenue stream from our construction activities, as well as an increase in operating expenses in connection with preparation of this registration statement and amortization of debt discount expense in connection to issuance of warrant. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of convertible note payable with principal amount of $1,000,000 to June 30, 2016, to purchase up to an aggregate of 625,000 shares of Common stock of the Corporation, at an exercise price of $1.60 per share of Common Stock, exercisable in full or in part at any time vesting from January 1, 2018 and expiring on December 31, 2028. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. As we continue to further develop our business, we anticipate that our selling, general and administrative expenses will increase in absolute dollars and decrease as a percentage of total revenues as we become profitable from our homebuilding activities.

Loss per share

We reported net loss of $793,954, or $0.38 per basic and diluted share, for the six months ended June 30, 2016, compared to net loss of $109,302, or $0.04 per basic and diluted share, for the six months ended June 30, 2015. The increase in loss attributable to Common Stockholders per share, basic and diluted, for the six months ended June 30, 2016 as compared to for the same period in 2015 was caused by the increase in net loss of approximately 626% as well as by the decrease of our weighted average number of common shares outstanding. In January, 2015, our founders, FVZ LLC, Dr. Temnikov and Mr. Gurin, have converted the aggregate of 8,000,000 shares of Common Stock into the equivalent number of shares of Series-X Common Stock. As a result of such conversion, the number of Shares outstanding has decreased to 2,000,000 shares. 10,000,000 shares of common stock were outstanding from January 1, 2015 to January 10, 2015 and the 8,000,000 shares of common stock were converted into 8,000,000 shares of Series-X Common Stock on January 10, 2015. On March 31, 2015, pursuant to the terms of an Agreement and Plan of Merger (“Merger”), by and between Helpful Technologies, Inc. (“HTI”), HAC Patents LLC (“HAC-LLC”) a wholly owned subsidiary of HTI, and Helpful Alliance Company (the “Company”), the Company acquired all of the membership interests of HAC Patents LLC in exchange for 100,000 shares of the Company’s common stock. 2,100,000 shares of common stock were issued and outstanding from March 31, 2015 to June 30, 2016. For the six months ended June 30, 2016, the weighted average number of shares of common stock (basic and diluted) resulted in 2,100,000 as compared to 2,492,265 for the six months ended June 30, 2015.

	Six Months Ended June 30, (Unaudited)
	2016			2015
Net loss	$	(793,954	)	$	(109,302	)
Weighted average number of common shares outstanding, basic and diluted		2,100,000			2,492,265
Net earnings (loss) attributable to Common Stockholders per share, basic and diluted	$	(0.38	)	$	(0.04	)

Impact of Inflation on the Company’s Operations

The consolidated financial statements for the year ended December 31, 2015 and financial statements for the years ended December 31, 2014 and related notes included elsewhere in this prospectus have been prepared in accordance with generally accepted accounting principles (GAAP). These require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Substantially all of the Company’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on its net sales and revenues and on income from continuing operations than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation. If the effect of changes in the interest rates would become substantially lower than the prices of goods and services related to the Company’s level of expenses, whether due to inflation or other reasons, such would be an unusual event that would materially affect the amount of the Company’s future reported income from continuing operations.

Liquidity & Capital Resources

At June 30 , 2016, we have had $ 56,556 cash on hand and an accumulated deficit of $ 1,795,702 . In order to finance our operating capital, our founders and majority stockholders are funding the Company’s operations by the purchase of promissory notes. Other than the promissory notes purchased, there is no written agreement or arrangement pursuant to which the founders or a third party have agreed to purchase additional notes or otherwise fund our operations. From January 2016 to the date of this prospectus, the Company received an aggregate amount of $ 470,000 for notes payable issued from our founders, directly and through the affiliated companies operated by the founders, which accrue non-compounding interest at annual rates ranging from 5% to 12.5% and mature on December 31, 2017 . Gurin Group LLC, a limited liability company of which Sergey Gurin, the Company’s VP, Interim CFO and director, has voting and dispositive control, has loaned the Company an aggregate amount of $100,000, Dr. Temnikov has loaned the Company an aggregate amount of $100,000 and FVZ LLC has loaned the Company an amount of $10,000 or aggregate amount of $210,000 in notes, which accrue interest at an annual rate of 5.0%, are payable quarterly, and mature in December 2017. In addition, on June 30, 2016, Dr. Temnikov issued to us a loan in amount of $50,000, on July 12, 2016, Gurin Group LLC issued a loan of $25,000, and on July 25 and 26, 2016, Mr. Gurin has loaned personally additional $75,000, all of these loans bear a non-compounding interest at the rate of 8.0% per year, are payable quarterly and mature on December 31, 2017. From August 1, 2016 to the date of this prospectus Mr. Gurin has loaned additional aggregate amount of $50,000 in exchange for the notes, which accrue interest at an annual rate of 12.5%, payable monthly, and mature in December 31, 2017 and Gurin Group LLC, a limited liability company of which Sergey Gurin, the Company’s VP, Interim CFO and director, has voting and dispositive control, has loaned the Company an aggregate amount of $60,000, in notes, which accrue interest at an annual rate of 12.5%, payable quarterly, and mature in December 31, 2017. On May 16, 2016, we received funds owed to us for the note receivable dated May 2013, with a value of $420,000 but the remaining principal amount of $330,000 plus accrued and payable interest on such amount, which was assigned to the Company in November 2013 by your affiliate, Helpful Capital Group, LLC (“HCG”), a Florida limited liability company. The note accrued interest at an annual rate of 12.0% with a maturity date of May 2013, and the note had gone into default for non-payment of interest, therefore the interest rate increased to 18% per the default provision in this note. In December 2014, a payment of accrued interest for $66,495 was received. This note was in default and the HCG filed for foreclosure in July 2015. The collateral for the loan was real estate property located at 111 NE 43 St., Miami, FL 33137 (the “Property”). The Company obtained a third-party appraisal in November 2015. The Property was appraised at $900,000, which supported the carrying value of the note. A motion for summary judgment was filed by the HCG in December 2015. As of March 31, 2016 and December 31, 2015, the amount of accrued interest was $55,786 and $55,786, respectively. On March 31, 2016, the principal and accrued and payable interest under the note was $385,786. On March 31, 2016, HCG entered into a Settlement Agreement with Thriving Investments, LLC, the holder of a second mortgage on the property (“Thriving”), and FVZ, LLC pursuant to which Thriving had agreed to pay HCG a total of $510,000 in consideration for HCG assigning its first mortgage on the property to Thriving and HCG and FVZ, LLC delivering a Certificate of Title of the Property to Thriving. The said sum of $510,000 was transferred to HCG’s attorney’s escrow account on April 4, 2016 and was released to us on May 16, 2016 upon transfer to Thriving of the Certificate of Title to the Property on May 14, 2016. The Company recorded a $124,214 gain on settlement as of May 16, 2016, the date the settlement amount of $510,000 was received by the Company. We anticipate receiving approximately $700,000 by leveraging our Seasons Creek land. We anticipate leveraging such land to either (i) obtain a loan using the land as collateral, or (ii) sell part of our equity in the land for cash, for which no arrangements have been made to the date of this prospectus. We believe that we will be able to fund our operations for the next six months with our current cash on hand in combination with capital we anticipate receiving from time to time in form of (i) stockholder loans from our founders and executive officers Dr. Temnikov and Mr. Gurin, (ii) loans from AssetsTZ Holding LLC, (iii) leveraging of our Seasons Creek land, (iv) sale of our Common shares in this offering. In their report on our consolidated financial statements for the year ended December 31, 2015 and financial statements for the year ended December 31, 2014, our auditors have expressed substantial doubt as to our ability to continue as a going concern.

Since our inception in April 2012, our liquidity needs have been satisfied through the sale of equity and receipt of gross profits of $202,338, $231,661, and $151,771 for the fiscal year ended December 31, 2015, 2014, and 2013, respectively as well as from the principal funds under our debentures we used as our operating capital.

	●	In April 2012, our founders purchased an aggregate of 10,000,000 shares of Common Stock for an aggregate of purchase price of $100,000, or $0.01 per share, 8,000,000 of which were converted into 8,000,000 shares of Series-X Common Stock on January 10, 2015.

	●	In February 2013, we issued a secured convertible promissory note in the principal amount of $400,000 to an unaffiliated third party lender. The note bore interest at 0% per annum, was to mature in February 2016, was secured by 1,000,000 shares of Common Stock and convertible at any time by the holder thereof into shares of Common Stock a rate of $1.60 per share. In December 2013, we made a $50,000 partial payment towards this note. In January 2014, we made an additional payment of $10,000 towards the outstanding balance of this note. In January 2015, we made a third partial payment of $10,000 towards the outstanding balance of this note. On March 31, 2015, the $330,000 remaining balance under this note was converted into an aggregate of 206,250 shares of Series-X Common Stock, or $1.60 per share.

	●	In April 2013, we issued an unsecured non-recourse convertible promissory note in the principal amount of $1,000,000 to Zimas LLC, a principal stockholder. The note bore interest at the rate of 8.0% per annum, payable quarterly, was to mature on March 31, 2016, and was convertible into 625,000 shares of Common Stock at a rate of $1.60 per share. The note was payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount would have been discounted 20% and an early termination penalty will apply. Zimas LLC is owned and controlled by Ms. Zena Katz, who is the sister of Ms. Fay Katz, a 75% owner of FVZ, LLC, a founder and principal stockholder of the Company. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid in January 2016. As of March 31, 2016, the amount of accrued interest was $19,945. The full amount of principal and accrued interest is due and payable within 30 days from maturity date. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $80,000 and $80,000, respectively. On April 29, 2016, Zimas and the Company entered into in a Loan Amendment and Extension Agreement (the “Note Extension Agreement”) pursuant to which (i) the note’s maturity date was extended to June 30, 2016 with increased interest accruing at the non-compounding rate of 10.0% for the period from April 1, 2016 and ending at the earlier of (a) date of repayment, or (b) on June 30, 2016 and (ii) the note was no longer secured by or convertible into 625,000 shares of common stock. In connection with the Note Extension Agreement, the Company issued Zimas a warrant exercisable for 625,000 shares of common stock for $1.60 per share from January 1, 2018 to December 31, 2028. This warrant was valued using the Black-Scholes model using a volatility of 87.85% (derived using the average volatility of three similar public companies), an expected term of 1.7 years and a discount rate of 0.77%. The fair value of the warrant of $434,182 was treated as a debt discount on the note payable. The debt discount was amortized over the life of the note, which was due on June 30, 2016 and amortization of debt discount expense of $434,182 was recorded for the six months ended June 30, 2016. The Company has no rights to redeem the warrant. The warrant also specifies that if Zimas exercises and continues to own more than 5% of the outstanding Common Stock, Zimas will be entitled to nominate representative to the Company’s Board of Directors. On May 16, 2016, we paid Zimas the amount of $400,000 from the amount of $510,000 received from assignment of our first mortgage on real property located in Miami, FL to Thriving Investments pursuant to a Stipulation of Settlement, entered into on March 31, 2016, among HCG, Thriving Investments and FVZ, LLC. Restated and amended note for the remaining amount due under convertible note of $600,000 was issued as a non-convertible note on May 16, 2016. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of June 30, 2016 the amount of accrued interest was $7,397. This note is in default for non-payment of principal and interest as of June 30, 2016. As of the maturity date of June 30, 2016, we owe Zimas under the restated and amended non-convertible note the principal amount of $600,000 and accrued interest of $39,945, or the aggregate of $639,945. At the date of this prospectus, we were unable to repay the $600,000 and $39,945 in accrued interest under the Amended and Restated Zimas Note and it is currently in default.

	●	In June 2014, we issued a secured convertible promissory note in the principal amount of $400,000 to Zimas LLC, a principal stockholder (the “Zimas $400K Note”). The Zimas $400K Note bears interest at the rate of 8.0% per annum, payable quarterly, matures on June 29, 2017, is secured by 250,000 shares of Common Stock and is convertible at any time by the holder thereof into 250,000 shares of Common Stock at a rate of $1.60 per share. The Zimas $400K Note is payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount shall be discounted 20% and an early termination penalty will apply. As of December 31, 2014, the amount of accrued interest under the Zimas $400K Note was $16,444, which was paid in January 2015. As of December 31, 2015, the amount of accrued interest under the Zimas $400K Note was $32,444, which was paid in January 2016. During the fiscal years ended December 31, 2015 and 2014, the Company made interest payments of $16,444 and $0, respectively, under the Zimas $400K Note. As of December 31, 2015, the amount of accrued interest was $32,444, which was paid in January 2016. As of June 30, 2016, the amount of accrued interest was $16,178. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $32,444 and $16,445, respectively.

	●	In June 2014, we issued a secured non-convertible promissory note in the principal amount of $1,000,000 to Marusya Pro LLC, an unaffiliated third-party. The note bore interest at the rate of 6.0% per annum, payable quarterly, was to mature on June 17, 2017, and was secured by all of the assets of the Company. The note was payable upon demand at any time before the maturity date upon 100 days’ prior notice. However, upon early demand, the outstanding principal amount would be discounted 20% and an early termination penalty will apply. In April 2013, the lender demanded early repayment of this note. The principal amount was discounted by 20% (200,000) and assessed an early withdrawal penalty of $49,167. In July 2015, the Company repaid $150,000 under this note. In December 2015, the Company made a second payment of $600,833, for a total repayment of $750,833 and which paid the discounted note amount in full. The notice of loan satisfaction was received from the lender in December 2015. Because the discounted and penalized principal is repaid in full to the lender, the Company recorded a $249,167 gain for the period ending on December 31, 2015.

	●	On April 10, 2015, we sold a warrant to AssetsTZ Holdings, LLC (“ATZ”) for a purchase price of $100,000. The warrant is exercisable, in whole or in party from time to time, for an aggregate of 2,000,000 shares of Common Stock for $1.60 per share from December 31, 2016 until December 31, 2019. The Company has no rights to redeem the warrant. The warrant also specifies that if ATZ exercises and continues to own more than 5% of the outstanding Common Stock, ATZ will be entitled to nominate representative to the Company’s Board of Directors. On December 15, 2015, the Company and ATZ signed an amendment removing time period limitation on the Company’s obligation to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC. ATZ is fully owned and controlled by Mr. Val Zevel, who also is a member a FVZ LLC, a founder and principal stockholder.

Our principal capital requirements are to fund our working capital for our engineering and construction activities, including acquisition of land and materials, and to finance the costs of public company filing requirements. We have historically funded our operations through combination of our gross profits and cash received from debt and equity sales. Upon completion of this Offering (assuming all 14,500,000 shares offered by the Company are sold), we anticipate receiving net proceeds of approximately $28.55 million. We will not receive any proceeds from resale of shares of our Common Stock by the Selling Stockholders is this Offering. We believe the combination of the net proceeds from this Offering, should fund our planned operations for the next 24 months.

If needed, we intend to fund our future operations through the sale of equity and/or debt securities. Also, in order to fund any working capital deficiencies or finance unforeseen transaction costs in connection with intended business, our founders or our executive officers, may, but are not obligated to, loan us funds as may be required. We do not have any verbal or written binding agreement with any of our founders, executive officers or directors. We would repay such loaned amounts out of the net offering proceeds of consecutive offerings or out of the operating income.

Cash Flows

The following table presents a summary of net cash provided by (used in) our operating, investing and financing activities for the periods indicated:

	For the Fiscal Year Ended December 31, (Restated)
		2015			2014
		(consolidated)
Net cash provided by provided (used in)
Operating activities	$	552,537		$	(887,206	)
Investing activities		(211,536	)		24,186
Financing activities		(660,833	)		1,384,924
Net increase (decrease) in cash and cash equivalents	$	(319,832	)	$	521,904

Operating Activities. Operating activities provided net cash of $552,537 and used $(887,206) during the years ended December 31, 2015 and 2014, respectively. The change in net operating cash flows primarily reflected repayment of the three notes with principal amount of $200,000, $350,000, and $120,000, a bad debt collection on note receivable in amount of $179,197, and receipt of due from affiliate in amount of $392,963 which was partially offset by our gain on debt settlement with Marusya Pro LLC in amount of $249,167, our bad debt expense on three notes receivable in aggregate amount of $501,120, and our increased notes interest receivables during the year ended December 31, 2015 and issuance of three notes in amount of $350,000, $350,000 and $400,000 or aggregate $1,100,000, which was partially offset by the decreased amount of due from affiliates during the year ended December 31, 2014.

Investing Activities. Investing activities used $(211,536) and provided $24,186 during years ended December 31, 2015 and 2014, respectively. The year-over-year change reflected the purchase of land held for future development in amount of $211,536 and purchase of a patent application from the Company's founder in amount of $200 during the year ended December 31, 2015 and proceeds for transfer of patents to affiliate in amount of $24,186 during the year ended December 31, 2014.

Financing Activities. Financing activities used net cash of $(660,833) and provided $1,384,924 during year ended December 31, 2015 and 2014, respectively. Financial activities used cash for full repayment of a note payable to Marusya Pro LLC in amount of $750,833 and a partial repayment of note payable to Mr. Andrienko in amount of $10,000, which was partially offset by receipt of proceeds of $100,000 from the warrant purchase by AssetTZ LLC during year ended December 31, 2015 and proceeds received from issuance of notes payable in aggregate amount of $1.4 million or $1 million received from Marusya Pro LLC and $400,000 received from Zimas LLC, which was offset by partial repayment of note payable to Mr. Andrienko in amount of $10,000 and repayment of due to officer of $5,076 during year ended December 31, 2014.

The following table presents a summary of net cash provided by (used in) our operating, investing and financing activities for the periods indicated:

	For the Six Months Ended June 30, (Unaudited)
	2016 (Consolidated)			2015
Net cash provided by (used in)
Operating activities	$	20,104		$	247,902
Investing activities		(3,506	)		(775,000	)
Financing activities		(174,826	)		90,000
Net decrease in cash and cash equivalents	$	(158,228	)	$	(437,098	)

Operating Activities. Operating activities provided net cash of $20,104 and $247,902 during the six months ended June 30, 2016 and 2015, respectively. The change in net operating cash flows primarily reflected increased operating expense, in particular increased compensation and interest paid on the debt obligations as well as increased costs for land development in amount of $88,991, which were partially offset by receipt of two notes receivable with principal amount of $81,000 and $330,000 or aggregate amount of $411,000 during the six months ended June 30, 2016 and a receipt of $390,927 due from affiliate as well as receipt of two notes receivable with principal amount of $50,000 and $150,000 or aggregate amount of $200,000, which was partially offset by our operating expense and interest paid on debt obligations during the six months ended June 30, 2015.

Investing Activities. Investing activities used $3,506 and $775,000 during the six months ended June 30, 2016 and 2015, respectively. Investing activities used cash for payment of $3,506 for attorney and filing fees for our patent application during the six months ended June 30, 2016 and we paid $180,000, $235,000 and $360,000 or aggregate amount of $775,000 to acquire 5% equity stake in three joint ventures, 228 Racine LLC (“Racine”), 7820 Madison LLC (“Madison”), and 2709 Ashland LLC, (“Ashland”) respectively, in the Chicago, IL area during the six months ended June 30, 2015.

Financing Activities. Financing activities used net cash of $174,826 and provided $90,000 during the six months ended June 30, 2016 and 2015, respectively. Financial activities used cash for repayment of $400,000 for note payable with original principal amount of $1,000,000 which was due by June 30, 2016, repurchase of Series-X common stock in amount of $90,000, all of which was partially offset by due to founder of $55,174 and a receipt of notes payable from the Company’s founder, Dr. Temnikov in amount of $100,000, from the Company’s founder, Mr. Gurin in amount of $50,000, from affiliated company, FVZ LLC in amount of $10,000, and from affiliated company, Gurin Group LLC, in amount of $100,000, or aggregate amount of $260,000 during the six months ended June 30, 2016 and provided cash from receipt of proceeds of $100,000 from the warrant purchase by an affiliated company, AssetTZ LLC, which was offset by partial repayment of note payable to Mr. Andrienko in amount of $10,000 during the six months ended June 30, 2015.

As of June 30 , 2016, we had $ 56,556 on hand, as compared to the cash on hand of $214,784 we had at December 31, 2015.

We expect our primary capital requirements during the fiscal year ended December 31, 2016 to include the financial needs described in the following table. However, we may have additional expenses that may be unforeseen by us at this time and incurred by us in connection with the pursuit of our business plans or in connection to the consecutive offerings of our securities. The following table sets forth an itemization of our estimated offering expenses, which we will pay assuming we sell 100%, 75%, 50% and 25% of the shares in this Offering, in connection with the issuance and distribution of the securities being registered:

	Gross Proceeds from sale of Shares in this Offering ⁽¹⁾
	100%				75%				50%				25%
Gross Offering Proceeds ⁽²⁾		29,000,000	100	%		21,750,000	100	%		14,500,000	100	%		7,250,000	100	%

Offering Expenses:
Transfer agent fees		25,000	0.1	%		23,500	0.1	%		20,000	0.1	%		15,000	0.2	%
Legal fees and expenses		150,000	0.5	%		150,000	0.7	%		150,000	1.0	%		150,000	2.1	%
Printing and engraving expenses		25,000	0.1	%		25,000	0.1	%		25,000	0.2	%		25,000	0.3	%
SEC filing fees		3,492	0.0	%		3,492	0.0	%		3,492	0.0	%		3,492	0.0	%
Accounting fees and expenses		60,000	0.2	%		60,000	0.3	%		60,000	0.4	%		60,000	0.8	%
FINRA fees		10,000	0.0	%		10,000	0.0	%		10,000	0.1	%		10,000	0.1	%
OTC Capital Market listing fees		15,000	0.1	%		15,000	0.1	%		15,000	0.1	%		15,000	0.2	%
Travel and road show expenses		50,000	0.2	%		50,000	0.2	%		50,000	0.3	%		50,000	0.7	%
Miscellaneous expenses		11,508	0.0	%		10,000	0.0	%		8,000	0.1	%		7,500	0.1	%
Director and officers insurance		100,000	0.3	%		100,000	0.5	%		—	0.0	%		—	0.0	%
Broker-dealer commissions		—	0.0	%		—	0.0	%		—	0.0	%		—	0.0	%
Total Offering Expenses		450,000	1.6	%		446,992	2.1	%		341,492	2.4	%		335,992	4.6	%

	(1)	Amounts are estimated.

	(2)	We anticipate funding our 2016 operating expenses using the capital available to us from our current debt and our interest income from financial activities, which will result in an decrease of cash capital available for repayment of the amounts under the notes payable as of December 31, 2015.

We believe that we will need at a minimum of $1,500,000 for the next 12 months in order to sufficiently fund our general and administrative expenses, as planned, including hiring the minimally required personnel, funding research and development and marketing, expenses. We will need an additional $2,300,000 to fund our intended construction and land development operations, including developing and building homes on the 28.8-acre parcel of land we acquired Chesterfield County, VA.

Summary of Critical Accounting Policies

Going Concern

The consolidated financial statements for the year ended December 31,2015 and financial statements for the year ended December 31, 2014 have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

As reflected in the accompanying unaudited financial statements, the Company had a net loss of $793,954 and $109,302 for the six months ended June 30, 2016 and 2015, respectively, an accumulated deficit of $1,795,702 and working capital deficit of $966,402 at June 30, 2016. These matters raise substantial doubt about the Company’s 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 significant revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management is continuing with its plan to expand operations in construction and home kits, which requires substantial additional working capital. The management believes that its current operating strategy, combined with continued funding, will provide the opportunity for the Company to continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. The Company remains dependent upon outside investors or its controlling stockholders to fund its operations. There is no assurance that the Company will raise the required capital or succeed in the realization of its business plans.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Helpful Alliance Company Inc., its wholly-owned subsidiary, Seasons Creek Development LLC, from inception on November 30, 2015 and its wholly-owned subsidiary, River City Park LLC, from inception on May 3, 2016 and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US 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 financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Significant estimates during the years ended December 31, 2015 and 2014 include the valuation of deferred tax assets and allowance for doubtful accounts. Significant estimates during the six months ended June 30, 2016 and 2015 include valuation of warrant and allowance for doubtful accounts.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted.

In our opinion, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly our financial position as of June 30 , 2016, the results of our operations for the six months ended June 30 , 2016 and 2015, and our cash flows for the six months ended June 30 , 2016 and 2015. The results of our operations for the six months ended June 30 , 2016 are not necessarily indicative of the results to be expected for the full year due to seasonal variations in operating results and other factors. The balance sheet at December 31, 2015 has been taken from the audited financial statements as of that date. These unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2015.

Fair value of financial instruments and fair value measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value 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 balance sheets for cash, current notes receivable, accounts payable and accrued expenses, accrued interest payable and due to officer approximate their fair market value based on the short-term maturity of these instruments. Furthermore, non-current notes receivable and notes payable carrying amounts approximate their fair value since they carry market rates of interest. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2015.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at June 30 , 2016 and December 31, 2015.

Note interest receivables

Note interest receivables are stated at their estimated net realizable value. The Company reviews its accounts to estimate losses resulting from the inability of its customers to make required payments. Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from customers. The Company’s collection experience has been favorable reflecting a limited number of customers. An allowance was deemed necessary for two affiliated borrowers, Fuel Combustion Technologies Inc. and Helpful Technologies Inc., both of which are affiliates of our Company under common control by our Chief Executive Officer and Interim Chief Financial Officer, Dr. Temnikov and Mr. Gurin, respectively, and 20% stockholder, FVZ, LLC, in the amount of $501,120 at June 30 , 2016 and December 31, 2015. In August 2015, the company received payment in full for all principal and accrued interest on the note receivable which was one hundred percent reserved at December 31, 2014. This bad debt reserve was reversed in the accompanying financials at December 31, 2015.

Notes receivable

The Company follows FASB ASC 310-10 that provides general guidance for receivables and notes that arise from credit sales, loans, or other transactions. This Subtopic further discusses acquisition, development, and construction arrangements and provides “guidance for determining whether a lender should account for an acquisition, development, and construction arrangement as a loan or as an investment in real estate or a joint venture.”

Generally Accepted Accounting Principles (“GAAP”) requires that companies disclose the fair value of their notes receivable in the notes to the financial statements if they do not approximate their fair value. Also, GAAP recently changed to allow companies to choose to carry receivables at fair value in their balance sheets, with changes in fair value recognized as gains or losses in the income statements. The Company has not opted to carry its notes at fair value, and continues to carry its notes at face value.

The Company instructs our attorney to foreclose on the collateral properties for the notes that are nine months in default upon receipt of the written notice of intention to foreclose by the borrower. The notice gives the borrower 10 business days to bring the account current or repay the loan when maturity is reached. Upon foreclosure on the collateral property, the property will be sold by the Sheriff to pay off the debt.

When it becomes probable that a creditor will be unable to collect all amounts due according to the contractual terms of a note, the receivable is considered impaired. When a creditor’s investment in a note receivable becomes impaired for any reason, the receivable is re-measured at the discounted present value of currently expected cash flows at the loan’s original effective rate. The difference between the carrying amount of the note and the discounted present value is the amount of impairment to be recorded.

Loans were assigned from Helpful Capital Group LLC, from a non cash transaction for repayment of a note. We are exiting from financial activities that we entered into in order to sustain our beginning stage operating capital. The customers that are being referenced are loans that we purchased in order to sustain our beginning stage operating capital through the interest received. Most of these past loans that we held are now paid in full and only two are currently active.

Equipment

Equipment is carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the Statement of Operations.

Land held for development

Land held for development and costs attributable to the development activities which are held for future development where no significant development has been undertaken is stated at cost less impairment costs (if any). When land held for development is sold any resulting gains or losses are included in the Statement of Operations. The Company acquired land held for future development in State of Virginia in December 2015 at historical cost of $211,336, which represents the purchase price. During the six months ended June 30, 2016 the Company incurred costs attributable to the development activities in amount of $88,991, which were capitalized.

Patent costs

Patents are stated at cost and are being amortized on a straight-line basis over the estimated future periods to be benefited. Patents are recorded at the historical cost basis. The Company acquired a patent from an affiliated company in March 2015 valued at the historical cost basis, or $8,145, which represents the legal fees for filing the patent applications. In December 2015, the Company purchased a patent application from the Company's founder valued at the historical cost basis, or $200, which represented the cost of filing fees associated with this patent application. During the six months ended June 30, 2016 the Company incurred $3,506 in legal fees for patent application acquired in March 2015, and these costs were capitalized. The Company will begin amortizing these patent costs when the patent applications are approved, and therefore did not recognize any amortization expense for the six months ended June 30, 2016 and 2015.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes 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.

Investment in Unconsolidated Investees

The Company accounts for investments in which the Company owns less than 20% of the investee, using the cost method under ASC-325-20 requires the Company to account for the investment at its historical cost (i.e., the purchase price) and appears as an asset on the balance sheet of the Company.

The Company makes investments in real estate development entities. The investments have the following criteria, so the Company accounts for the investment using the cost method:

	●	The Company has no substantial influence over the investee (generally considered to be an investment of 20% or less of the shares of the investee).

	●	The investment has no easily determinable fair value.

Once the Company records the initial transaction, there is no need to adjust it, unless there is evidence that the fair market value of the investment has declined to below the recorded historical cost. If so, the Company writes down the recorded cost of the investment to its new fair market value.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Stock-based compensation is included in Compensation expense and totaled $822 and $0 for the six months ended June 30, 2016 and 2015, respectively.

Pursuant to ASC 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Revenue Recognition

The Company recognizes 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. The Company’s specific revenue recognition policies are as follows:

Interest Income: Revenue is earned on the interest bearing notes based on the effective yield of the financial instrument. In the six months ended June 30, 2016 and 2015, the Company had $14,191 and $93,047 revenues, respectively, generated from interest income. The Company records income from the settlement and sale of collateral from notes held into revenue when the note or collateral is sold and the cash proceeds are received. During the three and six months ended June 30, 2016, the Company recognized $124,214 of proceeds from the foreclosure and sale of one note.

Construction: Revenues from the management of the construction, remodeling and sale of residential properties are recognized upon the sale of the properties. In the six months ended June 30 , 2016 and 2015, the Company had no revenues generated by construction activities.

Business Development: Revenues from sales of home kits are recognized when the sales are closed and home kits are delivered to the customer. In the six months ended June 30 , 2016 and 2015, the Company had no revenues generated by the sale of home kits.

Engineering Consulting: Revenues from sales of engineering consulting services are earned when services are provided. In the six months ended June 30 , 2016 and 2015 the Company had no revenues generated by engineering consulting.

Segments

The Company follows the guidance of ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.” During the six months ended June 30 , 2016 and 2015, the Company only operated in one segment.

Income taxes

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of June 30 , 2016 and December 31, 2015, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Advertising and promotion

Advertising and promotion is expensed as incurred and is included in other selling, general and administrative expense and totaled $4,677 and $4,342 for the six months ended June 30, 2016 and 2015, respectively.

Research and development expenses

Expenditures for research and product development costs are expensed as incurred and are included in other selling, general and administrative expense and totaled $21 and $0 for the six months ended June 30, 2016 and 2015, respectively.

Basic and diluted earnings per share

Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to Common Stockholders by the weighted average number of shares of Common Stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock, Common Stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into Common Stock or other contracts to issue Common Stock resulting in the issuance of Common Stock that would then share in the Company’s income (loss) subject to anti-dilution limitations. Potentially dilutive shares of Common Stock consist of Common Stock issuable for stock warrants, convertible debt, Series X - Common Stock, restricted stock options (using the treasury stock method). In period where the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.

Net loss per share for each class of Common Stock is as follows:

	Six Months Ended June 30 , 2016			Six Months Ended June 30 , 2015
Net Loss per common shares outstanding:
Basic Common Stock	$	( 0.38	)	$	(0.04	)
Weighted average shares outstanding:
Basic Common stock		2,100,000			2,492,265
Total weighted average shares outstanding		2,100,000			2,492,265

	Three Months Ended June 30, 2016			Three Months Ended June 30, 2015
Net Loss per common shares outstanding:
Basic Common stock	$	(0.25	)	$	(0.00	)
Weighted average shares outstanding:
Basic Common stock		2,100,000			2,100,000
Total weighted average shares outstanding		2,100,000			2,100,000

The Company's aggregate common stock equivalents at June 30, 2016 and June 30, 2015 included the following:

	June 30, 2016		June 30, 2015
Convertible notes		250,000		875,000
Warrants for common stock		2,625,000		2,000,000
Series X - common stock		6,606,250		8,206,250
Restricted stock options		1,432,000		432,000
Total		10,913,250		11,513,250

Related parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at historical cost of the goods or services exchanged.

Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing “. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We have adopted the provisions of this ASU for the year ended December 31, 2015.

In May 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In June 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-10, “Technical Corrections and Improvements” covers a wide range of Topics in the Codification. The amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. Transition guidance varies based on the amendments in this ASU. The amendments in this ASU that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this ASU. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2015, FASB issued Accounting Standards Update (“ASU”) No.2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

Reclassification

Certain reclassifications have been made to the prior year’s data to conform to current year representation. These reclassifications had no effect on the net loss.

Emerging Growth Company

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

We had the following outstanding debt securities at June 30 , 2016:

	●	Convertible note in the principal amount of $400,000 was issued in June 2014. The note accrues interest at an annual rate of 8.0%, payable annually, matures in June 2017, and is convertible into common stock at a conversion rate of $1.60 per share. Termination can occur prior to the maturity date for any reason with an early withdrawal notice one hundred days prior to the withdrawal date. If an early withdrawal does occur the principal loan amount shall be discounted by twenty percent. As of December 31, 2015, the amount of accrued interest was $32,444, which was paid in January 2016. As of June 30, 2016, the amount of accrued interest was $16,178. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $32,444 and $16,445, respectively. The outstanding amount of the note due to Zimas LLC as of the date of this prospectus is $ 400,000 .

	●	Convertible note in the principal amount of $1,000,000 was issued in March 2013. The note accrued interest at an annual rate of 8.0%, payable annually, matured on March 31, 2016, and was convertible into common stock at a conversion rate of $1.60 per share. As of December 31, 2015, the amount of accrued interest was $80,000, which was paid in January 2016. The full amount of principal and accrued interest was due and payable within 30 days from maturity date. During the six months ended June 30, 2016 and 2015, the Company made payments for interest totaling $80,000 and $80,000, respectively. An extension to this loan was made extending the due date to June 30, 2016 and increasing the interest to an annual rate of 10% starting from April 1, 2016, payable at maturity. On April 29, 2016, the Company issued a warrant in consideration of the extension of the maturity date of this note and the note became a non-convertible note. On May 16, 2016 the Company repaid $400,000 and issued a restated and amended note for the remaining amount due of $600,000 as a non-convertible note. As of May 16, 2016, the amount of accrued interest was $32,548. The Company is in default for non-payment of the interest. The outstanding amount of this convertible note due to Zimas LLC as of the date of this prospectus is $0.

	●	Restated and amended note for the remaining amount due under convertible note of $600,000 was issued as a non-convertible note on May 16, 2016. The note accrues interest at an annual rate of 10.0%, payable quarterly, and matured on June 30, 2016. As of June 30, 2016 the amount of accrued interest was $7,397. This note is in default for non-payment of principal and interest as of June 30, 2016. The outstanding amount of the note due to Zimas LLC as of the date of this prospectus is $600,000.

	●	As of June 30, 2016, the Company had an aggregate amount of $260,000 for notes payable issued from our founders, directly and through the affiliated companies operated by the founders, which accrue non-compounding interest at annual rates ranging from 5% to 8% and mature on December 31, 2017. Gurin Group LLC, a limited liability company of which Sergey Gurin, the Company’s VP, Interim CFO and director, has voting and dispositive control, has loaned the Company an aggregate amount of $100,000, Dr. Temnikov has loaned the Company an aggregate amount of $100,000 and FVZ LLC has loaned the Company an amount of $10,000 or aggregate amount of $210,000 in notes, which accrue interest at an annual rate of 5.0%, are payable quarterly, and mature in December 2017. On June 30, 2016, Dr. Temnikov issued to us a loan in amount of $50,000, which bears a non-compounding interest at the rate of 8.0% per year, is payable quarterly and matures on December 31, 2017. In addition, on July 12, 2016, Gurin Group LLC issued a loan of $25,000, and on July 25 and 26, 2016, Mr. Gurin has loaned personally additional $75,000, all of these loans bear a non-compounding interest at the rate of 8.0% per year, are payable quarterly and mature on December 31, 2017. From August 1, 2016 to the date of this prospectus Mr. Gurin has loaned additional aggregate amount of $50,000 in notes, which accrue interest at an annual rate of 12.5%, payable monthly, and mature in December 31, 2017 and Gurin Group LLC, a limited liability company of which Sergey Gurin, the Company’s VP, Interim CFO and director, has voting and dispositive control, has loaned the Company an aggregate amount of $60,000, in notes, which accrue interest at an annual rate of 12.5%, payable quarterly, and mature in December 31, 2017. In aggregate, from January 2016 to the date of this prospectus, the Company received an amount of $470,000 for notes payable issued from our founders, directly and through the affiliated companies operated by the founders, which accrue non-compounding interest at annual rates ranging from 5% to 12.5% and mature on December 31, 2017.

We had the following outstanding commitments and contingencies at June 30 , 2016:

	●	On January 1, 2015, the Company executed a sublease agreement with an affiliated company, Helpful Technologies, Inc. (“HTI”), for office space located in sub-landlord’s leased premises in Deerfield Beach, FL, which shall serve as the Company’s permanent offices. The initial term of the lease was for 12 months. The base monthly rental for the premises is $1,500. No security deposit or prepaid rent was required.

	●	On July 1, 2015, the Company executed an assignment of the sublease for the offices at Deerfield Beach, FL, to a non-affiliated company. The rent is $1,778 per month. The term of the assigned lease is from the date of the assignment to October, 2016. No security deposit or prepaid rent was required.

Office lease expense was $10,669 and $9,278 for the six months ended June 30, 2016 and 2015, respectively.

BUSINESS

Overview

The Company was incorporated in Florida on April 11, 2012. We are a development stage construction management company focused on the efficiency of real-estate construction projects, with operations are structured in four divisions: (i) Land and Property; (ii) Engineering; (iii) Construction, and (iv) Financing Activities.

Our business purpose and focus is to develop and market novel construction materials and methods enabling erecting a building shell at lower cost and superior speed. Our mission is to upgrade America’s towns with eco-friendly, energy-efficient, disaster-resistant properties. Our focus is on novel construction technologies allowing constructing and marketing modern homes. We are headquartered in Deerfield Beach, Florida (which is within the Fort Lauderdale metropolitan area) and are presently targeting niche markets primarily in metropolitan areas.

Our current revenues are derived mostly from our financing activities and some from construction activities. However, we spend majority of our time, effort and money to find land suitable for construction projects, engage into construction projects as co-developers, and develop building (“home’) kits for these construction projects. We engaged into financing activities with purpose of generating passive cash income to allow us decrease our operating losses associated with start-up and research and development stage. As we gradually withdraw from the financing activities, we anticipate our major source of revenue after the effectuation of this Offering to be from construction activities. From inception and going forward, we are developing core expertise in the engineering and construction of building shells, floor slabs , and wall systems.

Going forward, we anticipate (i) our land and property division to generate revenue from resale of land and properties upon completion of rezoning, (ii) our engineering division to generate revenue from sale of proprietary building kits and licensing proprietary assembly methods and processes to our building partners and third parties, and (iii) our construction division to generate revenues from construction of building shells and rendering construction management services. We anticipate fully withdrawing from the financing activities during the fiscal year 2016.

We intend to participate in all stages of the development process from origination to acquisition to management and then to the selling stage. We intend to select projects, go under contract for associated land or property, and rezone it if necessary. If rezoning is granted, we will enter into the contract and begin our project either solely under our own umbrella with subcontractors or with a developing partner who brings subcontractors. In regards to our plans of compensation, we intend to structure profit distribution based upon a combination of management fees and equity distribution for either scenario. We intend to originate the project and create pro-forma estimates and budgets, source architects and engineers, and source materials from suppliers. Our focus and core expertise that we are developing is on the building shell using the proprietary technology and methods using EVG-3D panels.

Upon incorporation, the founders have invested $100,000 in equity capital, which was used to finance expenses associated with the commencement of principal operations. The founders’ friends and family, who are our initial investors have provided $3.27 million in unsecured debt bearing annual interest rates varying between 6% and 12.5%. The amount of $1.07 million of these notes was repaid prior to maturity at the lenders’s request and an additional $400,000 was repaid at maturity in April 2016. The amount of $330,000 of these notes was converted into 206,250 shares of restricted Series-X Common Stock on March 31, 2015. As of June 30, 2016 only $400,000 of one note is convertible into 250,000 shares of Common Stock at $1.60 per share and matures on June 29, 2017. In addition to unsecured debt, in April 2015, the Company received $100,000 for warrants from a related Company, AssetsTZ Holdings LLC, exercisable to purchase up to an aggregate of 2,000,000 shares of common stock with an exercise price of $1.60 per warrant, exercisable from December 31, 2016 to December 31, 2019. Total investment to date is $3,470,000.

Loans were assigned from Helpful Capital Group LLC, an affiliate of the Company, as the lender, from a non cash transaction for repayment of a note. We are exiting from financial activities that we entered into in order to sustain our beginning stage operating capital. The customers that are being referenced are loans that we purchased in order to sustain our beginning stage operating capital through the interest received. Most of these past loans that we held are now paid in full and only two are currently active. We do not have a material dependence on any particular loan.

Two customers accounted for 10% or more of the Company’s revenue, totaling 100.0%, and two customers accounted for 10% or more of the Company’s revenue, totaling 58.6%, during the six months ended June 30, 2016 and 2015, respectively.

	Six Months Ended June 30, 2016			Six Months Ended June 30, 2015
Customer 1		89.1	%		26.1	%
Customer 2		-			32.5	%
Customer 3		10.9	%		-
		100.0	%		58.6	%

Business Operations

We intend to conduct our future business operations through four principal divisions: (i) Land and Property, (ii) Engineering, (iii) Construction, and (iv) Financial Assistance. Below is a summary of each division:

Land and Property Division

Our land and property division intends to acquire land and properties, to be further used for remodeling, reconstruction, or site clearing/demolition and new construction. This process begins with the origination of the project, where we first intend to locate land or property within a market that allows for positive potential economics. Our goal is to target “niche” markets with low vacancy rate, strong expected growth, and high market price per square foot. Essentially, we intend to use to opportunistically acquire and operate well-positioned land and properties for our real-estate development projects in growing metropolitan areas featuring low vacancy rates, to generate an attractive risk-adjusted income. Then we conduct all due diligence for potential project analysis, including, but not limited to, market research using a network of local real estate agents and calculations of expected financial pro forma for project type, size, timeline, budgets, and profit. Many properties, whether or not it is bare land or already built upon, require rezoning. Zoning relates to the division of an area into zones as to restrict the amount and types of buildings and their uses. Rezoning is the process that reclassifies a property into a different zone subject to different restrictions. We intend to place deposits on targeted land or properties with the contingency that we close on the contract only if rezoning is approved according to what our potential project requires. Site plans and building designs must be created as well in order to prepare the potential property for the construction phase. We currently do not have in-house architects or engineers, and therefore will have to outsource these roles for projects in the immediate future. We do intend to eventually have all of these resources in-house.

We intend starting our pre-construction efforts when we identify a land suitable for our communities. Such pre-construction efforts comprise, but are not limited to, developing conceptual designs for our communities (which includes but is not limited to contractually involving architects and engineers), rezoning of land under contracts (which includes but is not limited to contractually involving lawyers, engineers, and public relation specialists), and obtaining plan of development approvals (which further involves but is not limited to contractually involving architects, engineers, lawyers and other specialists). In order to conduct our pre-construction efforts, in addition to our contractual obligations to architects, engineers, lawyers and other specialists, we would have to pay certain fees to municipal authorities. All of these payments will be non-refundable.

Furthermore, it is a common practice in the U.S. construction industry that when we find a suitable land, in order to enter under a land purchase agreement, we would be required placing an earnest money deposit. An earnest money deposit shows a seller that a buyer is serious about purchasing a land or a property with the land. When the transaction is finalized, the earnest money deposits are put toward the buyer's down payment. We would normally place earnest money deposits only when entering under the land purchase agreements contingent on obtaining rezoning (if required) and plan of development approvals for our communities.

After entering under a land purchase agreement, we anticipate using part of our cash, including the net proceeds from this offering, to finance our efforts of developing conceptual designs for our communities (which includes but is not limited to contractually involving architects and engineers), rezoning of land under contracts (which includes but is not limited to contractually involving lawyers, engineers, and public relation specialists), and obtaining plan of development approvals (which further involves but is not limited to contractually involving architects, engineers, lawyers and other specialists).

We identify a receipt of approval of plan of development as a measurable result of our preconstruction efforts, because at that point we would have a defined number of buildable square feet, based on which we can determine a then-current value of land. We anticipate such pre-construction phase to conclude with the receipt of land disturbance permit. However, if we fail to obtain a plan of development approval and decide exiting from the land purchase agreement, we may not be able to reclaim the earnest money deposit and would not be able to regain the amounts of money spend to finance our pre-construction efforts, in which case we would have to record the amount of earnest money deposit as an expense.

We anticipate locating most of our pilot projects in 2016-2017 in Richmond, Virginia area, where we believe, the product acceptance will be more expedient and less costly. We currently do not have any written or oral agreements or letters of intent for any project, except as to our Seasons Creek project in Chesterfield County, Virginia.

Since January 2013, we have been searching for appropriate land on which we can pursue our pilot construction projects. While most of our efforts in 2013 and 2014 were focused on our home-base market segments in Florida (namely in Miami Dade and Palm Beach counties), due to the construction code compliance reasons, in 2015 our focus shifted to the Chicago, IL and Richmond, VA areas. Our search for construction projects is primarily based upon similar economic characteristics, geography and property type. We are primarily targeting multi-family residential real estate market, although we are also considering pilot-testing our building materials, methods and tools for the construction of strip-malls, warehouses, and mid-rise commercial properties. We are not restricted from operating in any other geographic region or jurisdiction; however, for the purposes of compliance with local building codes, we may be required to use the traditional building materials and methods in substantially all processes involved into construction of building shells, and will be only able to use novel materials and methods for non-bearing walls, garage and warehouse floor slabs , and certain exterior and interior applications. As we receive product acceptance from local municipalities, we will be able to begin using novel materials and methods for the construction of bearing walls and other structural parts subject to regular inspection (especially in the regions requiring strict product acceptance for novel building materials and methods - such as, for example but not limitation, Florida and California).

Land development activities under Seasons Creek Project:

On December 11, 2015, we, through our subsidiary, Seasons Creek Development, LLC, a Virginia limited liability company (“Seasons Creek Development”), purchased a 28.8-acre parcel of land in Chesterfield County, Virginia zoned for new construction of 70 residential, single-family homes. We paid $211,336 for the 28.8 acre Seasons Creek property in Chesterfield County, VA. Consideration was paid in an all cash transaction from the Company’s reserve of working capital. We are planning on developing this land into a residential subdivision to be called “Seasons Creek” consisting of 70 buildable lots, and on building homes of average size 2,100 square feet, or total development of 164,500 square feet of buildable living space. From the net proceeds of this Offering, we intend to allocate $3,250,000 for land development activities under our Seasons Creek project.

Land rezoning and plan of development activities under River City Project:

On May 3, 2016 we formed a limited liability company in the Commonwealth of Virginia, River City Park LLC, of which we currently own 100%, in order to locate, purchase, and develop a parcel of land in Virginia that we intend to consist of at least 400 acres located on a river. The amount of the net proceeds that we raise for such an acquisition will determine the land that we may purchase. We estimate that the purchase of land, appraisals, conceptual design of the neighborhood subdivision, rezoning and plan of development activities, and our other project origination efforts for our River City Park project, resulting from which we anticipate receiving a land disturbance permit, may require up to $30 million, including the following:

Item	Amount		% Total
Project feasibility study	$	50,000		0.2	%
Land purchase price		17,000,000		56.7	%
Operating expenses ⁽²⁾		500,000		1.7	%
Project origination, including concept, rezoning and PoD ⁽¹⁾		5,000,000		16.7	%
Contingency reserve subject to expense ⁽³⁾		3,725,000		12.4	%
Total:	$	30,000,000		100.0	%

⁽¹⁾	Term “PoD” is used in construction industry as an abbreviation for “Plan of Development”.
⁽²⁾	Operating expenses include salaries, rents and other general and administrative expenses, but exclude the amounts which River City Park LLC would be required to pay its independent contractors, including but not limited to attorneys, accountants, engineers, architects, and other specialists.
⁽³⁾	Contingency reserve will remain as cash in bank unless River City Park LLC encounters unforeseen events that would require an expenditure of such cash.

As of the date of this prospectus, we have not entered into an agreement for such land and the amount of proceeds that we raise for such an acquisition will determine the land that we acquire.

If we sell from 50% to 100% of the common shares in this offering, we are planning to use $7 million of the net proceeds from this offering to attempt purchasing land for our River City Park project. If we sell only 25% of the common shares in this offering, we will not use any of the net proceeds from this offering towards purchase of land for River City Park project or for a purchase of any other land. Furthermore, if a purchase of land for our River City Park would require an amount in excess of $7 million, we intend using a part or all of the $7.25 million towards the purchase of such land. As of the date of this prospectus, we have no material agreements for a purchase of any land for the River City Park project, nor do we have any agreements, based on which we could determine a minimum amount of proceeds that would be required to purchase such land. Therefore, we cannot assure our shareholders, including those who may invest into this offering, that we will have the necessary financing to purchase the land we contemplate purchasing for our River City Park project.

If we are unable to negotiate and acquire the land, or if we fail to obtain a financing necessary to result in the acquisition of the land suitable for River City Park project, we will use the amounts of the net proceeds from this offering we would otherwise use for River City Park project, to a purchase of land for other projects. The determination as to which project we may allocate the use of the net proceeds from this offering may take a lengthy period of time and require additional expenses, which we are planning to finance on the account of operating capital indicated in Section “Use of Proceeds” on page 34 of this prospectus. We will not earn any income on the net proceeds allocated for the purchase of land for our River City Park project, as well as for a purchase of any other land, during the period of time the net proceeds allocated for acquisition of such land remain on our bank account. Investors should give due and careful consideration to such an uncertainty in light of the Risk Factors described on page 11 of this prospectus.

New Project Origination

We allocate approximately $7.25 million of the net proceeds from this Offering for purchase of land for future construction and/or properties for remodeling or reconstruction. A purchase of such land and properties would create a basis for us to originate new projects.

We anticipate locating most of our pilot projects in 2016-2017 in Richmond, Virginia area, where we believe building will be more expedient and less costly. However, we also anticipate construction activities in Chicago, IL and Fort Lauderdale, FL areas. However, if we find a land suitable for our pilot projects, in order to collect the technology performance data and tune up our construction processes, we may engage into the projects of a smaller size. Our involvement in the projects will be operated through multi-member limited liability companies (“LLCs”) organized specifically for the purposes of managing each project. We intend to be involved in all phases of planning and building, including, but not limited to, land acquisition, site planning, preparation and improvement of land and design, construction and marketing of the properties we build. Our revenues from construction activities consist of the construction management fees during the project and from equity distribution upon sale of the properties built under the project.

Engineering Division

Our engineering activities are focused on developing a practical application of novel building technologies to enable building low- and mid-rise real estate properties at a lower cost and superior speed. Although we are researching and developing alternative innovations, our focus is on deployment of the EVG-3D panel technology to build walls, floor slabs , and roofing panels. Since our inception in 2012, we have been developing a core expertise in erecting a building shell at a lower cost and superior speed. We are progressing in developing our core expertise by building a proprietary knowledge base, which comprises methods and systems of using the EVG-3D panels to produce building kits and processes for their swift and inexpensive assembly. The product of our engineering activities will be the novel building models (including an architectural and structural engineering designs) and sets of materials and assembly components for these models accompanied by the assembly tools and equipment and the assembly process manuals, most of which we intend to be proprietary to us (both, patented and copyrighted).

We are planning to allocate and eventually spend approximately $250,000 from the proceeds of this Offering for purchase of the EVG-3D panels and experimentation with using such panels for construction of walls. In the course of this experimentation, we anticipate spending part of the $250,000 to finance engineering efforts aimed at developing the building kits for sound wall and retaining wall systems. We believe the EVG-3D panels could be successfully used for faster and less expensive construction of sound walls featuring a superior sound absorption, which would enable us to bid for commercial and federal contracts. Consecutively, we are planning to use our engineering findings to develop the retaining wall systems enabling faster and economically more efficient construction of basement walls, community entrance monuments, and water erosion walls, which would enable us to expand our bidding reach for federal and commercial contracts.

As of the date of this prospectus, we have started designing twelve building kits encompassing different type of one- and two-story single-family homes sized from 1,100 to 5,700 square feet. In our design, we are working on combining traditional and novel construction materials, which leads to the development of novel construction methods enabling achieving the traditional result by novel methods. The novel methods combined with an application of novel materials, supplies, tools, equipment and processes will result in completion of a traditionally required construction phases faster and at a lesser cost. For example, but not limitation, a concrete building foundation is required by the building codes for all building. Structural engineers calculate the type and amounts of cement and other concrete components based on the future building weight, dimensions, and load bearing requirements. Because an application of novel MGO board panels does not require a removal of casting forms otherwise required for the traditional construction, such application of MGO board panels allows building the required foundation faster and at a lesser cost. (For clarification: “MGO” stands for “magnesium oxide”, which is chemical additive that allows for formation of a stronger and more durable cement board – a novel material recently introduced to the construction industry worldwide.) Furthermore, because an EVG-3D Panel has an expanded polystyrene core, a wall erected using the EVG-3D Panels is lighter, which can require a lighter foundation, leading to a lesser quantity of required concrete and further decreasing total construction cost.

In our design, we further seek to not only combine novel materials and methods, but also combine novel materials with traditional materials. For example, an application of EVG-3D Panels allows flexibility of architectural elements, such as arches and elliptical roofs. An application of the well-known structural insulated panels (also known as “SIPs”) allows faster construction of rectangular architecture. An application of MGO board to production of SIPs allows avoiding two additional construction steps of wall paneling and hydraulic insulation. An application of novel, non-fragile ceramics allows replacing traditionally used bricks and similar silicates featuring high percentile of waste. An application of these ceramics to the MGO Board-based SIPs allows for avoiding another very costly and labor intensive step – exterior brick finishing. A combination of the MGO-Board based SIP to the construction of foundations allows for erecting warm, water-resistant basements. A combination of the EVG-3D Panels with the MGO-Board based SIPs with pre-fabricated non-fragile ceramics allows for erection of complex architecture at a lower cost and superior speed.

Building codes are sets of regulations governing the design, construction, alteration and maintenance of structures. They specify the minimum requirements to adequately safeguard the health, safety and welfare of building occupants. Rather than create and maintain their own codes, most states and local jurisdictions adopt the model building codes maintained by the International Code Council (ICC). Compliance with applicable building codes is required for all structural elements of a building. These codes include International Building Code (IBC), which applies to almost all types of new buildings, International Residential Code (IRC), which applies to new one- and two-family dwellings and townhouses of not more than three stories in height, and International Existing Building Code (IEBC), which applies to the alteration, repair, addition or change in occupancy of existing structures. The ICC publishes new editions of the International Codes every three years and many states and localities have adopted them since the first editions were issued in 2000. In 2000, the three regionally-based model code organizations (BOCA National Code, SBCCI Standard Code and ICBO Uniform Code) combined together to form the ICC. Some jurisdictions, such as Miami-Dade County in Florida, have other increased supplemental code requirements. As such, we must strive to ensure that any technologies we use meet such standards, and in some cases we may have to obtain independent evaluation service reports on technologies if they are untested in order to ensure compliance. Evaluation reports are developed to ensure that materials, designs and products are tested to safeguard public safety and comply with codes and standards. Evaluation reports usually take 6-12 months to obtain and basic fees usually costs in between a range of $5,000-$10,000. However, certain procedures in obtaining the regulatory approval are consecutive and may not be processed concurrently, which can delay obtaining approvals beyond the period of 12 months. Also, in order to obtain regulatory approval, we may be required to re-make certain prototypes and re-submit them for testing, which can further delay obtaining such approvals for an indefinite period of time. In order to manage this process with a decreased risk to our business, we are using traditional construction materials and methods of their assembly into a structure, and also using novel methods and materials produced by other companies that have obtained such product approvals. For clarification, but not for limitation, the EVG-3D Panels are a type of Structural Insulated Panels (also known as “SIPs”) which are included in all major building codes. For further example, concrete mixtures used for foundations and for the EVG-3D Panels are included in all major building codes. However, the new anchors enabling a swift connection of the EVG-3D Panels with the concrete foundation may require additional regulatory approval.

Our Seasons Creek Project in Chesterfield County, Virginia is subject to many governmental approvals for both land development and construction that we must ensure all of our plans and operations abide by. Any plans of development must be created by an authorized engineer and reviewed for approval by various governmental entities. The Planning Commission ensures that plans abide by zoning standards and permissible uses. The Department of Environmental Engineering reviews the plans in accordance with environmental regulations. The Virginia Stormwater Management Program (or VSMP) is a set of regulations that controls storm water runoff from streets, lawns, etc. and is governed by the Department of Environmental Quality (or DEQ). State law requires that a Virginia Wetland Protection Permit (or VWP permit) be obtained before disturbing a wetland or stream by clearing, filling, excavating, draining, or ditching. Regulations regarding wetlands are administered by both the DEQ and the US Army Corps of Engineers. Also, the Virginia Department of Transportation has regulations that we must abide by when we design and construct both road networks within the development and improvements to existing roads. Land disturbance permits are issued by the County once all building plans have been reviewed and deemed permissible. Upon issuance of a land disturbance permit, the developer is allowed to proceed according to approved plans. Once land development is complete and home construction begins, the plans of the homes must be created and reviewed by an authorized engineer, all work must be done under the charge of a certified General Contractor, and all works and materials must be in accordance with building codes

We have engaged in engineering activities from August 2012 and have continued till present time. Our research and development expenses in 2012 and 2013 were approximately $10,000 ($5,000 for each year respectively), and approximately $79 in 2014. The decrease in our research and development expenses for fiscal year 2014 was based primarily on the fact that we purchased most of R&D supplies and materials and conducted most of our engineering experiments during 2012 and 2013. Our research and development activities in 2014 were primarily limited to reviewing the results of experiments conducted in 2012 and 2013, demolishing the experimental walls and roof/ceiling connections, making technological records and files, obtaining proposals for our kits from manufacturing companies, researching competitors information, ensuring compliance with uniform construction codes, inquiring information and understanding product approval processes with local authorities, and other general activities, which we have continued in 2015.

We do not believe that the reduction in research expenses in 2014 and 2015 will materially affect our ability to develop novel construction methods or processes because amount of $100 is insignificant. We believe that we have determined which technologies we will be testing in real construction projects for the next 3 years. Such testing will show, among other factors, which construction technology is the most beneficial to both consumers and our business, we are continuously developing core competence through the construction of homes and buildings for the consumer marketplace using the knowledge that we have accumulated thus far. We believe that pilot-testing the innovations in real construction operations will allow us decreasing our research and development expenses and attain a defendable market power with strong competitive advantages faster than our competitors who focuses solely on laboratory and theoretical research work.

On March 31, 2015, we have acquired from our affiliate, Helpful Technologies Inc., a Florida corporation (“HTI”), full rights for the intellectual property protected by U.S. Patent application US 14/337,069 entitled “Building block and interlocking construction method,” which will from now on will be developed entirely by our company. On December 10, 2015, we have acquired from our founder, Interim Chief Financial Officer and Vice President of Business Development, Sergey Gurin, the full rights for the intellectual property protected by U.S. Patent application US 62/222,424 entitled “Building block and interlocking construction method,” which is different from HTI’s patent. We have paid Mr. Gurin $200 for the acquisition of this patent, which comprised the $130 filing fee Mr. Gurin paid to the U.S. Patent and Trademark Office, postage and other minor expenses associated with filing of the patent. We anticipate our engineering activities in 2015 and 2016 to be limited to conducting engineering experiments, prototyping experimental products, and testing such products performance for compliance with various building code requirements. Although the technology underlying the cited patent application has no relation to the EVG-3D panel technology, we believe the combination of the EVG-3D Panels with the technology underlying the cited patent application will enable us to develop novel construction method and process for erecting a bearing wall similar to the example described above. However, please note that there is no assurance and no guarantee that we will be able to develop such novel construction method and process for erecting a bearing wall in part or in full, as well as no guarantee that such technology will be competitive to current and then-invented technologies, methods or systems. Furthermore, if such technology is developed, there is no guarantee that we will be able to market it with success or at all, and if marketed, there is no guarantee that such technology will achieve a sustainable competitive advantage or gain a defendable market share.

Normally it takes from 12 to 36 months to find contestant technologies, analyze their cons and pros for each practical application to building code compliance, estimate the material, construction speed, and labor resource requirements, consult with architects and structural engineers, build, test, and demolish test structures, and complete other steps necessary to conclude in selection of a technology. The technology comprises building materials and components, and methods of their assembly into a building structure. Consecutively, it takes from 12 to 24 months to prepare engineering drawings and architectural documents to lab-test the selected materials, components and assembly methods for fire, sound, snow load, bearing load, earth shifting, and other structural characteristics. Furthermore, there is a consecutive lengthy process of obtaining product acceptance by local municipalities in regard to the novel and assembly methods, which includes a complex process of preparing and submitting an application package and responding to questions and providing additional information and evidence, if and when required.

We plan to proceed with obtaining the product approvals for our building kits from local municipal authorities overseeing the compliance with building code requirements. Although we anticipate that such product approvals will be granted to us, there is no assurance and no guarantee that such approvals will be granted to us in the form acceptable to us or at all. We will bear all costs and expenses associated with filing for obtaining such product approvals, including but not limited to, attorney and architect fees, government filing fees, and product testing fees.

In the future, we anticipate preparing and filing more patent applications to protect our proprietary knowledge base and designs of assembly components, tools and equipment, as well as our assembly processes; however, at this time there is no guarantee and no assurance that such patent applications will be filed, or, if filed, that such applications will be granted by the U.S. Patent and Trademark Office or its foreign equivalents agencies.

We have been monitoring, studying, and researching the worldwide advancement of 3-D printing within the realm of construction, especially in Europe and China, in order to strengthen our core expertise. It is a known fact that companies around the world have already proven working prototypes of buildings created by using 3-D printers. In England, scientists have been inspired by 3-D printing and its potential for incorporation into the construction process. Information created from computer generated models is exported to a machine which then builds a model or component, layer by layer, there by materializing the virtual model. The research group is using concrete instead of powder and glue in order to create large-scale building components. Concrete printing works on the basis of a highly controlled extrusion of cement based mortar which is then precisely positioned according to computer data to create panels or walls with precisely controlled voids within them in order to allow for pipes and wiring. The intention is to allow for entire buildings to be printed and then assembled at the site with all service provisions already installed. In China, a company used 3-D printing technology to create houses, a five-story apartment building and an 11,840 square foot mansion. They created these buildings using a 490 feet long, 33 feet wide, and 20 feet deep 3-D printer which built layers made from a mixture of glass fiber, steel, cement, hardening agents, and recycled construction waste. Sections of the buildings were printed and then assembled into the final structures. In April of 2014, the Chinese company was able to construct ten houses within 24 hours using this technology and the Egyptian government has pre-ordered 20,000 one-story houses based on this design. It is indicated that this method can save between 30 and 50 percent of building materials, produce a building 50 to 70 percent faster while decreasing labor costs by 50 to 80 percent. We believe that the future of the construction industry will dramatically change over the next 5 to 10 years, and our strategy is to be at the forefront of the innovation and implementation of the changes within the United States. We may incorporate 3-D printing into our implementation of building (“home”) kits. We do intend to procure a large scale 3-D printer, however there are no guarantees that we will be able to procure it at all, procure one of high-quality, operate it properly, or that it will be a successful endeavor.

We anticipate using up to $500,000 of the net proceeds from this offering to finance our search for a suitable 3D printer. Such search efforts would include engineering consulting, travel, and other expenses, which have not estimated in details as of the date of this offering because we have not yet located a 3D printer suitable for acquisition, and there is no guarantee that we will be able to locate or co-develop a commercially viable 3D printer suitable for our construction purposes. This offering discloses that we intend using up to $5 Million to procure a 3D printer suitable for our construction purposes. However, if we do not locate such 3D printer within 90 days from the receipt of adequate investment proceeds, we will spend this money to acquire additional land for construction projects, in which case we will be attempting to obtain adequate funding for the procurement of 3D printer at a later time and in consecutive offerings. If we locate a suitable 3D printer, we will disclose the appropriate information promptly in our quarterly and/or annual reports on forms 10-K and 10-Q that we will be filing with the SEC after effectuation of this Offering.

Construction Division

Our construction division builds properties and tests novel methods, materials, equipment and related technologies in real projects. This involves, but is not limited to, constructing the building shell, managing subcontractors throughout the construction process, and marketing and sale of properties that are built. We are able to either bring on subcontractors under our own umbrella or to partner with a local developer who would subcontract work out. In either scenario, the project would be conducted under an individual project LLC. Sale of finished properties will be conducted through a network of localized real estate agents within the area of the project. The construction industry is unique in the fact that we are able to incorporate our research and development of the engineering and assembly methods of pre-fabricated building kits using EVG-3D panels in real, revenue-generating construction projects. By engaging into various construction projects, we will also be able to create and utilize new building kits and assembly methods that we can later offer to both other developers and the general consumer.

In September 2014, we entered into a joint venture with Development Management Holdings LLC, an affiliate of Interforum Holdings Inc., a construction company in Chicago, IL (“Development Management”), for our first pilot project, called “ 3089 Parkside,” which was a remodeling of single family house in the Chicago, IL metro area. All works under this project were completed, and the property was sold and closed on within third fiscal quarter of 2015. We decided to work with Development Management because of their strong reputation and solid connections in the Chicago construction market, and we may participate in joint projects together in the future.

In March 2015, the Company invested $180,000 into a joint venture, 228 Racine LLC, (“Racine”) and $235,000 into another joint venture, 7820 Madison LLC (“Madison”), with Development Management. In April 2015, we invested $360,000 into a third joint venture, 2709 Ashland LLC (“Ashland”), with Development Management. These investments were made to be applied to the purchase of corresponding land properties for each joint venture’s residential development plans in the Chicago, IL metro area. On July 15, 2015, we withdrew from the Racine joint venture and on September 1, 2015, we withdrew from the Ashland and Madison joint ventures, due to our lack of capital. In September 2015, our deposits (totaling $775,000) were returned to us and used such funds to settle outstanding debt that was requested to be repaid early by the lender.

On December 11, 2015, through our fully owned subsidiary, Seasons Creek Development LLC, we purchased approximately 28.8 acres of raw land located in Chesterfield, Virginia, which has been zoned to accommodate up to 70 single family homes and currently holds a tentative plan of development approval. We intend to develop this land into a residential subdivision to be called “Seasons Creek” to build 70 single family homes. From the net proceeds of this Offering (assuming more than 75% of the shares of Common Stock offered by the Company in this Offering are sold), we intend to allocate approximately $2.75 million for building the 70 homes. We intend to market and sell these homes, starting from January 2016. We estimate approximately a 5-year project duration from the purchase of land to the complete sale of homes.

On May 3, 2016 we formed a limited liability company in the Commonwealth of Virginia, River City Park LLC, of which the Company currently owns 100%, in order to locate, purchase, and develop a parcel of land in Virginia that we intend to consist of at least 400 acres located on a river. As of the date of this prospectus, we have not reached any material agreements for an acquisition of such land. If we sell from 50% to 100% of the 14,500,000 shares in this offering, we will use approximately $7.0 million from the net proceeds from this offering (excluding general and administrative expenses and other concurrent operating expenses associated with management of the project LLC) to purchase the land for our River City Park project. If an acquisition of land for our River City Park would require an amount in excess of $7 million, we intend using a part or all of the $7.25 million towards the purchase of such land. The amount of proceeds that we raise for such an acquisition will determine the land that we may purchase. We intend develop such land and to build a mixed-use community to be called “River City Park” Upon completion, we intend to create and operate a master association, which would oversee and the management of property associations located within the community and would maintain and continually improve common areas, including but not limited to parks, educational, healthcare and other facilities. We are contemplating the River City Park Community to be built and operated in conformance to our proprietary concept of next generation living. While we are planning to sell certain properties within the community to the public (for example condos and single-family homes), we are planning to continue owning and operating certain other properties (for example commercial plazas and office buildings). Although we are planning to use up to $10 million of the net proceeds from this offering to partially finance land purchase, rezoning, and plan of development activities (excluding general and administrative expenses and other concurrent operating expenses associated with management of the project LLC), we are not planning to use any of the net proceeds from this offering for construction activities under this River City Park project. If we are unable to negotiate and acquire the land, or if we fail to obtain a financing necessary to result in the acquisition of the land suitable for River City Park project, we will use the amounts of the net proceeds from this offering we would otherwise use for River City Park project, to a purchase of land for other projects. The determination as to which project we may allocate the use of the net proceeds from this offering may take a lengthy period of time and require additional expenses, which we are planning to finance on the account of operating capital indicated in Section “Use of Proceeds” on page 34 of this prospectus. We will not earn any income during the period of time the net proceeds allocated for acquisition of such land remain on our bank account. We cannot assure our shareholders, including those who may invest into this offering, that we will have the necessary financing to purchase of the land we contemplate purchasing for our River City Park project. Investors should give due and careful consideration to such an uncertainty in light of the Risk Factors described on page 11 of this prospectus.

We select our construction projects upon certain economic characteristics, geography and property type. We conduct project feasibility studies using proprietary economic formulas and model we develop in-house. The projects are originated if economic criteria are met. We are targeting real-estate markets favoring a novel style architecture, modern engineering, and “smart-home” features.

We will participate in all stages of the development process from origination to acquisition to management and then to the selling stage. We intend to select projects, go under contract for associated land or property, and rezone it if necessary. If rezoning is granted, we will enter into the contract and begin our project either solely under our own umbrella with subcontractors or with a developing partner who brings subcontractors. In regards to our plans of compensation, we intend to structure profit distribution based upon a combination of management fees and equity distribution for either scenario. We intend to originate the project and create pro-forma estimates and budgets, source architects and engineers, and source materials from suppliers. Our focus and core expertise that we are developing is on the building shell using the proprietary technology and methods using EVG-3D panels.

We intend to engage into construction activities by operating our own projects and joint projects in alliance with our building partners. We are involved in all phases of planning and building, including land acquisition, architectural and structural engineering, obtaining approvals and permits, site planning and earth works, utilities connection, construction works, final landscaping and marketing of the properties built. Our current focus is on managing and fine-tuning a process of constructing a building shell (from foundation to roof, including but not limited to hydraulic and thermal insulation, windows and exterior door). We manage all projects locally and from our headquarters.

At this time, our revenues from construction activities are insignificant, mainly due to our business development stage focused on technology research, product development, and seeking an appropriate land to undertake the pilot construction projects. In the future, we anticipate revenues from construction activities to increase and form the majority of our revenues. Resulting from our engineering activities from 2012 to date, we believe we have developed an assembly process, and auxiliary assembly components, that we believe will enable constructing walls, floor slabs , and elevator shafts at lower costs and superior speed. We now focus our construction activities on practical testing and application of this knowledgebase and anticipate earning revenues in form of construction management fees for construction of walls, floor slabs , and elevator shafts. In order to construct walls, floor slabs and elevator shafts, we will involve contracted labor and hire full time employees (including concrete specialists, masons, inspectors, and other workers). We plan on engaging into increasingly more construction projects, in which we will either subcontract to general contractors building properties, or/and engage, together with our building partners, into various building projects, in which we will manage erection of new or reconstruction of existing walls, floor slabs , and elevator shafts (and in some cases, completion of interior works, such as for example drywalls) and our partners will manage electrical, plumbing, painting and other construction activities, as well as completion of exterior works. During these construction projects, we plan on using novel building materials and methods, and building processes, while training our partners to use such materials, methods and processes in their business practices. As we develop and use increasingly more novelties, we anticipate our know how to evolve, which we believe will enable us upgrading and diversifying our construction management services to include increasingly more innovative processes.

While managing remodeling activities mainly comprises the deployment of our project management process, managing new construction activities is mainly the deployment of novel materials, methods and systems and processes auxiliary to such items. For example, erecting a building shell using the EVG-3D panels requires an application of methods and tools that are different from erecting the same building shell using traditional wood frame or cinderblock materials. Because the use of EVG-3D panels is not popular on today’s market, there is no uniform process that simplifies their assembly into a building shell. Although there are several studies of theoretical applications of the EVG-3D panels for construction purposes, including some studies by reputable academic researchers, the practical application of these panels is still uncertain due to the absence of clear, step-by-step assembly process and lack of tools that would simplify and expedite a construction of building shell by using the panels. As further example, connection of building walls built with the EVG-3D panels to the traditional foundation and roof requires insertion of special assembly elements in addition to the standard assembly elements.

Engaging in construction projects also allows us testing various novel building materials and methods in real construction projects, without major depletion of our cash resources. We test novel building materials and methods in real projects to gather, record, and analyze the statistical performance data of these materials and methods in practical use. This allows us to derive, analyze and improve their respective performance metrics, which ultimately enables us to fine-tune our construction process and build a proprietary knowledgebase (or “know-how”), which helps us improve our competitive advantages. Our construction process comprises an algorithm of using novel building materials and methods in combination with traditional building materials and methods, along with applicable novel and traditional tools and equipment, that together enables erecting the building shells faster and at a lower cost. Our know-how) comprises the proprietary knowledge of practical application of the algorithm in the construction projects under variable circumstances, which enables us progress with a continuous invention of novel components, elements and tools that, if invented, are then being protected by our patent applications.

Our intellectual properties comprise the proprietary design of novel construction materials and knowledge of the methods of their assembly into the building structures, including but not limited to foundations, walls, roofs, etc. We are planning to scale up our operations by training our employees, contractors and building partners to use these intellectual properties in their construction processes. We will protect our intellectual properties by requiring them to sign, before the training begins, written agreements restraining them from using our intellectual properties for commerce without our participation. Such agreements will include, among other provisions, a non-competition and confidentiality requirements, with the term starting from the termination dates of their cooperation with us. These agreements will also grant our employees, contractors, and building partners the option of using our intellectual properties for commerce without our participation if we are notified in writing of an intent to do so and certain royalty payments are made to us. Although we anticipate our intellectual property to be protected by patents, if and when granted, there is no assurance that any of our employees, contractors or partners will comply with the terms of these agreements. Furthermore, there is no guarantee that we will be able to discover violations and enforce our patent rights and the rights under these agreements in a court of law. There is also no guarantee that if we are successful in a court of law, the violators would be able to pay us any damages or fees, if awarded.

Financing Division

Operations of our financial services division include primarily mortgage financing and commercial lending in which real properties and land are used as collateral. We entered into these notes receivable in order to generate interest that would cover our operating expenses during the early stage of our business. We manage substantially all of the loans we originate privately in-house. The financing division’s operating earnings consist of revenues generated primarily from loan financing, less the costs and certain selling, general and administrative expenses incurred by the segment. All of our activities in the financial services segment are presently conducted in the state of Florida. We intend to entirely remove our presence in the financing segment after all current notes receivable have been satisfied.

In March 2013, the Company issued a note with principal amount of $1,400,000 to affiliated company under common control, Helpful Capital Group LLC. The note accrued interest at an annual rate of 12% and was scheduled to mature in March 2016. In October 2013 and November 2013, Helpful Capital Group LLC assigned one promissory note in amount of $100,000 with an affiliated company and seven promissory notes totaling $1,274,000 with third party borrowers, respectively, to the Company in a non-cash transaction as repayment of the note. As of December 31, 2014, the amount of accrued interest was $52. The payment received for remainder of principal and interest was $5,800 in fiscal year ending December 31, 2014. The note was fully repaid in January 2014. During the year ended 2014 the Company issued an aggregate $700,000, to two affiliated companies and purchased four loans with an aggregate amount of $400,000 with third party borrower. As of December 31, 2014, we owned notes receivables totaling $1,891,000, $1,091,000 of which was with non-affiliate borrowers and $800,00 of which was with affiliate borrowers, with interest rates ranging from 0% per annum to 18.00% per annum. As of December 31, 2015, $830,000 was repaid by the borrowers under these notes and the outstanding balance was an aggregate of $1,071,000, $611,000 of which was with non-affiliate borrowers, of which one loan with principal amount of $330,000 is in default and $460,000 of which was from affiliate borrowers, Helpful Technologies, Inc. and Fuel Combustion Technologies, Inc., of which one loan with principal amount of $100,000 is in default.

On April 10, 2015, we sold a warrant to AssetsTZ Holdings, LLC (“ATZ”) for a purchase price of $100,000. The warrant is exercisable, in whole or in party from time to time, for an aggregate of 2,000,000 shares of Common Stock for $1.60 per share from December 31, 2016 until December 31, 2019. The Company has no rights to redeem the warrant. The warrant also specifies that if ATZ exercises and continues to own more than 5% of the outstanding Common Stock, ATZ will be entitled to nominate representative to the Company’s Board of Directors. On December 15, 2015, the Company and ATZ signed an amendment removing time period limitation on the Company’s obligation to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC. ATZ is fully owned and controlled by Mr. Val Zevel, who also is a member a FVZ LLC, a founder and principal stockholder.

We have decided to exit from financing activities that we had originally entered into in order to sustain our beginning stage operating capital. We do not have a material dependence on any particular loan.

Market and Industry

The Seasons Creek project we intend to fund using the net proceeds of this Offering involves the new construction of single-family homes in the Richmond, VA metro area. The National Association of Home Builders (the “NAHB”) tracks industry and market data and reports steady growth for the area. As demonstrated by the chart below, the NAHB reports that the Richmond metro area has seen steady growth since 2011 and is forecast to continue that growth.

Housing construction starts and completions impact our ability to sell the homes we build. According to the U.S. Census Bureau, an estimated 1,032,900 housing units were authorized by building permits in 2014. This is 4.2 percent (±0.9%) above the 2013 figure of 990,800. An estimated 1,005,800 housing units were started in 2014. This is 8.8 percent (±2.9%) above the 2013 figure of 924,900. An estimated 883,000 housing units were completed in 2014. This is 15.5 percent (±3.2%) above the 2013 figure of 764,400. We believe the increase in housing starts and completions is favorable to our business. The NAHB further reports positive market forecast for years 2015 and 2016:

Housing and Interest Rate Forecast, 1/5/2015									* in thousands
	2010		2011		2012		2013		2014		2015		2016
*Housing Activity*
Total Housing Starts		586		612		784		930		993		1,162		1,463
Single Family		471		434		537		621		641		804		1,102
Multifamily		114		178		247		309		352		358		361

In its Economic & Housing Outlook, FreddieMac reports, the U.S. economy and housing markets are prepared for a robust start as we enter 2015. Economic growth is running at about a 3 percent annual rate. The labor market continues to heal, posting solid job gains and driving falling unemployment, and falling oil prices have helped push down retail gas prices, effectively giving U.S. consumers upwards of $200 billion extra in aggregate to spend. FreddieMac is forecasting total housing starts to increase by 20 percent from 2014 to 2015. While single-family homes will account for most of the construction increases, rental apartment construction will also be up. Strengthening residential construction and improved home sales will help to bolster mortgage markets.

Strategy

We intend to focus on single-family, multi-family, and mixed-use construction projects in order to pilot the implementation of our building (“home”) kits. We select our projects primarily upon similar economic characteristics, geography and product type. We are growing our company through three verticals: (a) growth via origination of new construction projects and (b) acquisition of ongoing construction projects, (iii) acquisition of real-estate development companies. Although currently we dedicate the majority of our business efforts to origination of new construction projects, we anticipate using a large portion of the net investment proceeds from the initial public offering for acquisition of the construction projects progressing to completion in the year following the acquisition, as well as for acquisition of land and properties with purposes of rezoning and future construction.

In general terms, our growth strategy is to opportunistically acquire and operate well-positioned land and properties for our real-estate development projects in growing metropolitan areas featuring low vacancy rates, to generate an attractive risk-adjusted income. By engaging into various construction projects, we will also be able to create and utilize new building kits and assembly methods that we can later offer to both other developers and the general consumer.

Specifically, we intend to pursue the following strategies to achieve these objectives:

	●	Proactive project acquisition. We believe our proactive targeted acquisition approach will enable us to motivate niche real-estate developers to sell their projects to us and cooperate with us on the completion of those projects. We will continually apply our proactive project acquisition approach to exponentially acquire real-estate construction projects in targeted metropolitan areas by applying efficiency of our business model, which will increasingly drive short- and long-term earnings to our company.

	●	Proprietary project management. We believe our project management practices, specialized knowledge-base, and proprietary approach to real-estate construction management will enable us to maximize the operating performance of our projects. We will continue to apply an active project management program to increase the earnings from each of our projects. This may include expanding existing relationships with the developers to acquire increasingly more projects, and enter into new relationships with real-estate developers in the targeted metro areas, as well as expanding our business presence into the additional metropolitan areas.

	●	Diversifying our asset base. We believe that acquiring strategically located land and properties with purposes of rezoning and a view of future development combined with targeted leasing strategies and active asset management will enable us to maximize our operating performance. We will seek, analyze and acquire strategically located land with and without real estate properties in the targeted metropolitan areas to implement an active asset management program aimed at increasing a long-term value of each of our through rezoning and future improvement of an existing property or a construction of new property. This may include expanding existing tenants, re-entitling site plans to allow for additional outparcels, which are small tracts of land used for freestanding development not attached to the main buildings, and repositioning tenant mixes to maximize traffic, tenant sales and percentage rents. As we diversify and expand our asset base, we will seek to maintain a diverse pool of assets with respect to both geographic location and tenant mix, helping to mitigate our operating risks and finance our rezoning activities. We will continually monitor our target markets for opportunities to selectively dispose the properties where returns appear to have been maximized and redeploy proceeds into new acquisitions that have greater return prospects.

	●	Capitalizing on network of relationships to pursue transactions. We plan to pursue transactions in our target markets through the relationships we have developed to date, as well as through the relationships we will continue to develop as we expand our network of development partners, projects, and business presence in targeted geographic locations. We will continue cultivating long-term relationships with real-estate developers through a consistent dialogue with a proactive approach to the transition of their construction projects under our management.

	●	*Leverage our founder’s experience in real estate construction.* Our founder and Chief Executive Officer, Dr. Temnikov, has over 10 years of specialized experience in operating and growing a real-estate development company with an extensive infrastructure of general and specialty contractors and subcontractors involved into high- and low-rise construction. Considering that, prior to immigrating into the U.S., Dr. Temnikov co-founded The Mirax Group in Russia, and, together with other co-founders, grew The Mirax Group to a multi-billion dollar company with numerous notable real-estate property developments, we believe our company is well positioned for growth based on Dr. Temnikov’s expertise.

	●	*Grow our business through a comprehensive financing strategy.* We believe our capital structure, assuming we sell all 14,500,000 offered by us in this Offering, should provide us with sufficient financial capacity and flexibility to fund our future growth. Based on such capitalization, we believe we will have access to multiple sources of financing that are currently unavailable to many of our private market peers or overleveraged public competitors, which we believe will provide us with a competitive advantage. Over time, these financing alternatives may include follow-on offerings of our Common Stock, corporate level debt, and preferred equity and credit facilities. Immediately upon completion of this Offering, assuming all 14,500,000 shares of Common Stock are sold, we expect to have a ratio of debt to total market capitalization of approximately 5.3%. Although we are not required by our governing documents to maintain this ratio at any particular level, our Board of Directors intends to review our ratio of debt to total capital on a quarterly basis, with the goal of maintaining a reasonable rate consistent with our expected ratio of debt to total market capitalization going forward. The net proceeds from this Offering, provided that at least 75% of the 14,500,000 offered shares are sold, would provide the Company with the capital sufficient to complete the Seasons Creek project in Chesterfield County, Virginia. However, if less than 50% of the shares under this Offering are sold, the net proceeds would be sufficient to complete only the development of 70 homebuilding lots under the project. If we sell less than 50% of the offered shares, we would have to cancel our homebuilding plans, sell the developed individual lots, and curtail our financial projections, which could render a detrimental effect on our future earnings and stockholder equity. If this happens, you may lose a part or all of your investment into our securities.

All of our current operations are based in the United States.

Management and Operating Structure

Our strategy is to balance a local operating structure with centralized corporate level management strengthened by strategic alliances with partners. We generally enter into a project by forming new limited liability companies organized for each homebuilding project and liquidated or sold upon the project completion. We are involved in all phases of planning and building, including land acquisition, site planning, preparation and improvement of land and design, construction and marketing of homes. We believe a multi-member LLC structure allows us to use the asset protection provided to multi-member LLC companies in the jurisdictions under which we operate. However, we may also enter into a homebuilding project via a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other business combination, each of which we call a “business combination.”

Decisions related to our overall strategy, acquisitions of land and businesses, risk management, financing, cash management and information systems are centralized at the headquarter level through planning group, which is managed by us. In some projects, the local operating infrastructure may be managed by partners and sub contractors, who, in most instances, have significant experience in the construction industry and in their particular local markets. We will be responsible for operating decisions regarding land identification, entitlement and development, zoning and code compliance, opportunity screening, retaining contractors and subcontractors, inventory management, community development, construction and marketing of homes.

Alliances

We may engage into a homebuilding project as a project LLC with our homebuilding partners. We would provide first round of equity funding of the project. Our partners would provide second round of funding for the project, usually in form of bank loans or mezzanine financing. The homebuilding projects for our strategic alliances are selected primarily upon similar economic characteristics, geography and product type. We are targeting residential homebuilding markets the States of Florida, Virginia, New York, Texas, Illinois, and California, although we are not restricted from operating in any other geographic region or jurisdiction. We focus on homebuilding projects with project duration not exceeding 36 months and anticipated annual pre-tax earnings in excess of 40% per year, in which we own an equity stake. We are involved, together with our partners, in all phases of planning and building, including land acquisition, site planning, preparation and improvement of land and design, construction and marketing of homes, for which we receive the management fees. We manage the project LLCs from our headquarters.

An evaluation of expected project performance is based primarily on projected earnings (loss) before income taxes as accounted to our intercompany operations, which consists of our share of a project profit distribution upon liquidation of a subsidiary organized for the purposes of the project (which, in the majority of cases, are utilizing protections generally allowed to multi-member limited liability companies.) A project profit for the homebuilding revenue stream consist of revenues generated from the sales of homes, equity in earnings (loss) from unconsolidated entities and other income (expense), net, less the cost of homes and land sold, selling, general and administrative expenses and other interest expense of the project.

Pricing

Our goal is to offer a diversified line of homes for first-time, move-up and relocating homebuyers in a variety of environments mostly in urban communities. We intend to employ a “Move-In and Enjoy” marketing approach to create a unique homebuyer experience by including desirable features as standard items. We believe this marketing approach will enable u

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