~~Registration~~AS ~~No.~~FILED ~~__________________~~WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2019

AsRegistration ~~filed with the Securities and Exchange Commission on December 19, 2012~~No. 333-_____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~________________________~~UNDER THE SECURITIES ACT OF 1933

~~BASTA~~BLACKPOLL ~~HOLDINGS~~FLEET INTERNATIONAL, ~~CORP~~INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as specified in its charter)

Nevada

Nevada		5088		99-0367603
(State or other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

~~(State~~8411 orWest ~~Other~~Oakland ~~Jurisdiction~~Park ~~of Incorporation or Organization)~~Blvd.

~~99-0367603~~Suite ~~IRS Employer Identification Number 5074 Primary Standard Industrial Classification Code Number~~201

~~Basta Holdings~~Sunrise, ~~Corp.~~FL 33351

~~Room~~Tel: ~~2105,~~(866) ~~Sino Life Tower, No. 707 Zhang Yang Rd. Pudong~~940-6812

~~Shanghai~~(Address, ~~China~~including zip code, ~~200120~~and telephone number, including area code, of Registrant’s principal executive offices)

~~Tel.~~Incorp ~~86-18721459159~~Services Inc.

~~Email:~~3773 ~~basta.hold.corp@gmail.com~~Howard Hughes Pkwy

~~(Address~~STE ~~and telephone number of principal executive offices)~~ 500S

~~INCORP~~Las ~~SERVICES~~Vegas, ~~INC.~~NV 89169

~~2360~~Tel: ~~CORPORATE~~(702) ~~CIRCLE, STE. 400~~866-2500

~~HENDERSON~~(Name, ~~NEVADA~~Address, ~~89074-7722~~Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

~~Tel.~~With ~~(702) 866-2500~~copies to:

~~(Name~~Jonathan D. Leinwand, ~~address~~P.A. ~~and~~20900 ~~telephone~~NE ~~number~~30th ofAve., ~~agent~~Eighth ~~for~~Floor ~~service)~~Aventura, FL 33180 Phone: 954-903-7856

~~Copies~~Approximate Todate of commencement of proposed sale to the public:

~~Cane~~As ~~Clark LLP~~soon as practicable after the effective date of this registration statement.

~~3273~~If E.any ~~Warm~~of ~~Springs~~the Rdsecurities 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. ☒

~~Las~~If ~~Vegas~~this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, NVplease ~~89120~~check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

~~Tel.~~If this Form is a post-effective amendment filed pursuant to Rule 462(~~702~~c) ~~312-6255~~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. ☐

~~Fax~~If this Form is a post-effective amendment filed pursuant to Rule 462(~~702~~d) ~~944-7100~~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. ☐

~~Page~~Indicate |by 1a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

~~Approximate~~Large ~~date~~Accelerated ofFiler ~~commencement~~☐ ofAccelerated ~~proposed~~Filer ~~sale~~☐ toNon-Accelerated ~~the~~Filer ~~public:~~☐ AsSmaller ~~soon~~Reporting asCompany ~~practicable~~☒ ~~after~~Emerging ~~this~~Growth ~~Registration~~Company ~~Statement becomes effective.~~☒

If ~~any~~an ofemerging ~~the~~growth ~~securities~~company, ~~being~~indicate ~~registered~~by oncheck ~~this~~mark ~~Form~~if ~~are~~the toregistrant has beelected ~~offered~~not onto ause ~~delayed~~the orextended ~~continuous~~transition ~~basis~~period ~~pursuant~~for tocomplying ~~Rule~~with ~~415~~any ~~under~~new ~~the~~or ~~Securities~~revised ~~Act~~financial ofaccounting ~~1933,~~standards ~~please~~provided to ~~check~~Section ~~the following box:~~7(a)(2)(B) x☐

IfThis ~~this~~registration ~~form~~statement ishereafter ~~filed~~becomes toeffective ~~register~~in ~~additional~~accordance with ~~securities~~the ~~for~~provisions anof ~~offering~~Section ~~pursuant to Rule 462~~8(ba) ~~under~~of 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: ¨~~1933.

If this form is a post-effective registration statement 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 registration statement 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 ¨ Smaller reporting company x

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Securities to be Registered	Amount To Be Registered(1)		Offering Price Per Share(2)		Aggregate Offering Price		Registration Fee
Title of Each Class of Securities to be Registered		Amount to be Registered (1)(2)				Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock:	3,000,000	$	0.03	$	90,000	$	12.28
Shares of Common Stock, par value $0.001 per share			4,170,000			$	.0001	$	417.00	$	0.05
Total			4,170,000			$	.0001	$	417.00	$	0.05

(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

	(1)	The shares of common stock being registered hereunder are being registered for resale by the selling stockholder named in the accompanying prospectus.

	(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder shall be deemed to cover additional securities to be offered to prevent dilution and thus includes such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or other similar transactions.

	(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), using the average of the high and low prices as reported on the OTC marketplace on March 7, 2019.

~~(2)~~The ~~Estimated~~information ~~solely~~in ~~for~~this ~~the~~prospectus ~~purpose~~is not ofcomplete ~~calculating~~and may be changed. The selling stockholder may not sell these securities until the registration ~~fee~~statement ~~pursuant~~filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to ~~Rule~~sell ~~457(a)~~these ofsecurities and is not soliciting an offer to buy these securities in any jurisdiction where the ~~Securities~~offer ~~Act~~or sale is not permitted.

~~The~~SUBJECT ~~registrant~~TO ~~hereby~~COMPLETION. DATED ~~amends~~MARCH this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933____, ~~or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.~~2019

~~Page~~PRELIMINARY ~~| 2~~ PROSPECTUS.

BlackPoll Fleet International Inc. ~~PROSPECTUS~~

~~THE~~Up ~~INFORMATION~~to IN4,170,000 ~~THIS~~Shares ~~PROSPECTUS~~of ~~MAY~~common BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.stock

~~BASTA~~This ~~HOLDINGS~~prospectus relates to the resale or other disposition by the selling stockholders (the “Selling Stockholders”) identified in this prospectus and its transferees of up to 4,170,000 ~~CORP~~shares of our common stock, par value $0.001 per share.

3The Selling Stockholders may,~~000~~ from time to time,~~000~~ ~~SHARES~~sell, OFtransfer ~~COMMON~~or ~~STOCK~~otherwise dispose of any or all of its shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. We will not receive any proceeds from the sale or other disposition of these shares by the Selling Stockholders; however, we will receive the proceeds from the exercise of the warrants described herein if such warrants are exercised for cash.

~~$0.03~~We ~~PER~~will ~~SHARE~~bear all costs relating to the registration of these shares of our common stock, other than the Selling Stockholders’ legal or accounting costs or commissions.

~~This~~Our ~~is the initial offering of~~ common stock ofis ~~Basta~~traded on ~~Holdings,~~OTC ~~Corp.~~Markets ~~and~~under ~~no public market currently exists for~~ the ~~securities~~symbol ~~being offered~~“BPOL. We” ~~are~~The ~~offering~~closing ~~for~~price ~~sale a total~~ of ~~3,000,000~~our ~~shares of~~ common stock ~~at a fixed price of $0.03 per share.~~on ~~There~~March ~~is no minimum number of shares that must be sold by us for the offering to proceed~~7, ~~and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten~~2019, ~~best~~as ~~efforts~~reported ~~basis,~~by OTC ~~which means our President~~Markets, ~~Chunfeng~~was Lu, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to her for any shares she may sell. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $ 0.03000001 per share ~~for a period of two hundred and forty (240) days from the effective date of this prospectus~~. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 3,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 3,000,000 shares registered under the Registration Statement of which this Prospectus is part.

	Offering Price		Expenses		Proceeds to Company
Per share	$	0.03	$	0.0027	$	0.0273
Total	$	90,000	$	8,000	$	82,000

Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 5 of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

~~Basta~~We ~~Holdings,~~may ~~Corp.~~amend isor asupplement this ~~development~~prospectus ~~stage~~from ~~company~~time ~~and~~to ~~has~~time ~~recently~~by ~~started~~filing ~~its~~amendments ~~operation. To~~or ~~date~~supplements weas ~~have been involved primarily in organizational activities~~required. WeYou doshould ~~not~~read ~~have sufficient capital for operations. Any investment in~~ the ~~shares~~entire ~~offered~~prospectus ~~herein~~and ~~involves~~any amendments aor ~~high~~supplements ~~degree~~carefully ofbefore ~~risk. You should only purchase shares if~~ you ~~can~~make ~~afford a loss of~~ your investment~~. Our~~ ~~independent registered public accountant has issued an audit opinion for Basta Holdings, Corp~~decision. ~~which includes a statement expressing substantial doubt as to our ability to continue as a going concern.~~

~~There~~Neither ~~has~~the ~~been no market for our securities~~ Securities and aExchange ~~public~~Commission ~~market~~nor ~~may never develop, or, if~~ any ~~market~~state ~~does~~securities ~~develop,~~commission ithas ~~may~~approved ~~not be sustained. Our common stock is not traded on any exchange~~ or ondisapproved ~~the over-the-counter market. After the effective date~~ of ~~the~~these ~~registration~~securities ~~statement~~or ~~relating~~determined toif this prospectus, weis ~~hope~~truthful toor ~~have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board~~complete. To beAny ~~eligible~~representation ~~for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able~~ to ~~pay~~ the ~~expenses~~contrary ~~associated~~is ~~with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have~~ a ~~market~~criminal ~~maker who has agreed to file such application~~offense. ~~There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.~~

WeProspectus ~~are~~dated March 13, ~~an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).~~2019

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 13 BEFORE BUYING ANY SHARES OF BASTA HOLDINGS, CORP.’S COMMON STOCK.

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

SUBJECT TO COMPLETION, DATED __________, 2012

Page | 3

TABLE OF CONTENTS

PROSPECTUS SUMMARY		5
Prospectus Summary	1
RISK FACTORS		7
The Offering	3
FORWARD-LOOKING STATEMENTS		14
Risk Factors	5
USE OF PROCEEDS		14
Use of Proceeds	19
DETERMINATION OF OFFERING PRICE		15
Determination Of Offering Price	19
DILUTION		15
Dividend Policy	20
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS		17
Selling Security Holders	20
DESCRIPTION OF BUSINESS		22
Plan of Distribution	21
LEGAL PROCEEDINGS		25
Description of Securities	23
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS		25
Legal Matters	26
EXECUTIVE COMPENSATION		26
Experts	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		27
Where You Can Find More Information	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		27
Business	27
PLAN OF DISTRIBUTION		28
Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
DESCRIPTION OF SECURITIES		31
Index To Financial Statements	36
INDEMNIFICATION		32
INTERESTS OF NAMED EXPERTS AND COUNSEL		32
EXPERTS		32
AVAILABLE INFORMATION		32
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		33
INDEX TO THE FINANCIAL STATEMENTS		33

WEProspectus HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.Summary

~~Page~~This |summary 4highlights information contained elsewhere or incorporated by reference in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, especially the section titled “Risk Factors” and our consolidated financial statements and related notes included elsewhere or incorporated by reference in this prospectus and under similar titles in documents that we incorporate by reference to this prospectus, before making an investment decision. Except as otherwise indicated or unless the context otherwise requires, references to “company,” “we,” “us,” “our” or “Outlook Therapeutics,” refer to Outlook Therapeutics, Inc. and its consolidated subsidiaries..

~~PROSPECTUS SUMMARY~~Overview

ASBlackPoll ~~USED~~Fleet ~~IN THIS PROSPECTUS~~International, ~~UNLESS~~Inc.’s (referred ~~THE~~to ~~CONTEXT~~herein ~~OTHERWISE~~as ~~REQUIRES~~the “Company,” “WEBPOL,” “USwe,” “~~OUR~~our,” ~~AND~~and “~~BASTA~~us”) primary ~~HOLDINGS~~service targets include airline manufacturers, ~~CORP~~repair facilities and governmental agencies.” ~~REFERS~~We TOseek ~~BASTA~~to ~~HOLDINGS~~operate our business on a global basis, ~~CORP~~providing aircraft parts to customers in every major geographical region, including markets such as Asia, the Pacific Rim, Latin America, the Middle East and Eastern Europe. ~~THE~~Many ~~FOLLOWING~~of ~~SUMMARY~~these ~~DOES~~markets ~~NOT~~are ~~CONTAIN~~experiencing ~~ALL~~increased OFdemand ~~THE~~for ~~INFORMATION~~aviation services ~~THAT~~and ~~MAY~~have BElower ~~IMPORTANT~~market TOsaturation ~~YOU~~than more mature markets such as North America and Western Europe. ~~YOU~~ ~~SHOULD~~We ~~READ~~expect ~~THE~~that ~~ENTIRE~~these markets ~~PROSPECTUS~~will ~~BEFORE~~also ~~MAKING~~present ANsignificant ~~INVESTMENT~~growth ~~DECISION~~opportunities TOin ~~PURCHASE~~upcoming ~~OUR~~years ~~COMMON~~as ~~STOCK~~the aging aircraft and infrastructure in these markets require service and replacement. An important focus of our strategy is meeting the needs of this replacement market. Governments and non-governmental organizations (“NGOs”) in some of these markets have fewer alternatives, enabling us to command relatively higher prices for replacement parts compared to those in more mature markets.

~~BASTA~~Company ~~HOLDINGS, CORP.~~History

WeThe ~~are~~Company awas ~~development~~formed ~~stage company and intend to commence operations~~ in the ~~distribution~~State of ~~copper~~Nevada on ~~pipes~~May ~~and~~11, ~~fittings~~2011 ~~for~~as ~~sanitary engineering.~~ Basta Holdings, Corp. ~~was~~The ~~incorporated~~Company inwas ~~Nevada~~a ondevelopment-stage ~~May~~company ~~11,~~formed ~~2011. We intend~~ to ~~use~~commence ~~the net proceeds from this offering to develop our business~~ operations ~~(See~~in ~~“Description~~the distribution of ~~Business”~~copper pipes and ~~“Use of Proceeds”)~~fittings. ToShortly ~~implement~~after ~~our~~the ~~plan~~change ofin ~~operations~~control wein ~~require~~January ~~a minimum of $30~~2014,~~000~~ ~~for~~ the ~~next~~Company ~~twelve~~became ~~months~~a asprovider ~~described in our Plan~~ of ~~Operations.~~contract Weprocurement, aviation ~~expect~~business ~~our~~development ~~operations~~and toaircraft ~~begin~~management toservices ~~generate~~for ~~revenues~~fixed ~~during~~and ~~months~~rotary ~~6-12~~winged ~~after~~aircrafts. ~~completion~~On ofJuly ~~this~~24, ~~offering. However~~2015, ~~there is no assurance that we will generate any revenue in~~ the ~~first~~Company changed 12its ~~months~~name ~~after~~from ~~completion~~Basta ~~our~~Holdings, ~~offering~~Corp. orto ~~ever~~BlackPoll ~~generate~~Fleet ~~any~~International, ~~revenue~~Inc.

~~Being~~On aNovember ~~development~~1, ~~stage company~~2015, wethe ~~have~~Company ~~very~~retained ~~limited~~LGN International, ~~operating~~LLC ~~history.~~and ~~After~~Monarch ~~twelve~~Air ~~months~~Group, ~~period we~~LLC ~~may~~to ~~need~~advise ~~additional~~and ~~financing.~~counsel Ifthe weCompany dowith ~~not~~respect ~~generate~~to ~~any~~its ~~revenue~~activities weas ~~may need~~ a ~~minimum~~provider of contract ~~$10~~procurement,~~000~~ ofaviation ~~additional~~business ~~funding~~development toand ~~pay~~aircraft ~~for~~management ~~ongoing~~services ~~SEC filing requirements. We do not currently have any arrangements~~ for ~~additional~~fixed ~~financing.~~and ~~Our~~rotary ~~principal~~winged ~~executive offices are located at Room 2105, Sino Life Tower, No~~aircraft. ~~707 Zhang Yang Rd. Pudong, Shanghai, China, 200120. Our phone number is 86-18721459159.~~

~~From~~On ~~inception~~June ~~until the date of this filing~~30, ~~we have had limited operating activities. Our financial statements from inception (May 11~~2017, ~~2011)~~Dan ~~through~~Oran ~~October~~purchased 3117, ~~2012~~971,377 shares ~~reports~~of nothe ~~revenues~~Issuer’s ~~and~~common astock ~~net~~for ~~loss~~consideration of $~~283. Our independent registered public accounting firm has issued an audit opinion for Basta Holdings~~160, ~~Corp~~000. ~~which~~As ~~includes~~ a ~~statement~~result ~~expressing~~of ~~substantial~~that ~~doubt~~purchase ~~as to our ability to continue as a going concern~~Mr. ToOran ~~date,~~owned weapproximately 86% ~~have developed our business plan and entered into a Contract with our supplier, TAICANG JINXIN COPPER TUBE CO., LTD., dated November 3, 2012. As~~ of the ~~date~~issued ofand ~~this~~outstanding ~~prospectus, there is no public trading market for our~~ common stock ~~and~~of nothe ~~assurance~~Company ~~that~~resulting in a ~~trading~~change ~~market~~of ~~for~~control. ~~our securities will ever develop~~Mr. ~~The~~Oran ~~company~~also isbecame ~~publicly~~the ~~offering~~Company’s Chief ~~its~~Executive ~~shares~~Officer ~~to raise funds in order for our business to develop its operations~~ and ~~increase~~Chief ~~its~~Financial ~~likelihood of commercial success~~Officer.

~~Page~~On |July 521, 2017, the Company entered into a Consignment Agreement with Jet Aviation Components & Aircraft International, Inc. (“Jet”). Jet provides aircraft spare parts for Boeing, McDonnell Douglas, Airbus, and Lockheed model jet aircraft, as well as for Pratt & Whitney, General Electric, GE/SN ECMA, and Rolls-Royce engines. The Company had the exclusive right to sell Jet’s inventory during term of the Consignment Agreement. The Company paid Jet fifty percent (50%) of the proceeds from the sale of the inventory after expenses. The Consignment Agreement was terminated on October 31, 2018.

Emerging Growth Company Status

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We elected to take advantage of all of these exemptions.

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, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.

We will be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although we will lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

THE OFFERING

The Issuer:	BASTA HOLDINGS, CORP.
Securities Offered		4,170,000 shares of the Company’s common stock
Securities Being Offered:	3,000,000 shares of common stock.
Common stock Outstanding Before the Offering (1)		27,358,052
Price Per Share:	$0.03
Common stock Outstanding After the Offering		27,358,052
Duration of the Offering:	The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 3,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 3,000,000 shares registered under the Registration Statement of which this Prospectus is part.
Quotation of Common stock		The Company’s common shares are quoted on OTC Markets.
Gross Proceeds	$90,000
Use of Proceeds		We are not selling any shares of the common stock covered by this Prospectus. Consequently, we will not receive any of the offering proceeds from the sale of the shares of common stock registered and covered by this Prospectus.
Securities Issued and Outstanding:	There are 3,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Chunfeng Lu
Risk Factors		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 8.
Subscriptions	All subscriptions once accepted by us are irrevocable.
Registration Costs	We estimate our total offering registration costs to be approximately $8,000.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

~~SUMMARY~~(1) ~~FINANCIAL~~Based ~~INFORMATION~~on 27,358,052 shares outstanding as of March 7, 2019.

~~The tables and information below are derived from our audited financial statements for the period from May 11, 2011(Inception) to October 31, 2012.~~ 3

Financial Summary	October 31, 2012 ($) (Audited)
Cash and Deposits		3,100
Total Assets		3,100
Total Liabilities		383
Total Stockholder’s Equity		2,717

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statement of Operations	Accumulated From May 11, 2011 (Inception) to October 31, 2012 ($) (Audited)
Total Expenses		283
Net Loss for the Period		(283)
Net Loss per Share		-

The statements contained in this prospectus that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations, and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include the risks described in greater detail in the following paragraphs. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. Although we believe that such sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified such information.

~~Page~~Forward-looking |statements 6contained herein involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include, among others:

	●	general economic and industry conditions;

	●	conditions in the credit markets;

	●	changes in military spending;

	●	risks unique to suppliers of equipment and services to the U.S. government;

	●	risks associated with the loss of significant customers, a material reduction in purchase orders by significant customers or the delay, scaling back or elimination of significant programs on which we rely;

	●	our ability to effectively compete in our industry;

	●	our ability to effectively manage our inventory;

	●	our suppliers’ ability to provide us with the products we sell in a timely manner, in adequate quantities and/or at a reasonable cost, while also meeting our customers’ quality standards;

	●	our ability to retain key personnel;

	●	risks associated with our international operations, including exposure to foreign currency movements;

	●	changes in trade policies;

	●	risks associated with assumptions we make in connection with our critical accounting estimates (including goodwill, excess and obsolete inventory and valuation allowance of our deferred tax assets) and legal proceedings;

	●	changes in U.S. income tax law;

	●	our dependence on third-party package delivery companies;

	●	fuel price risks;

	●	fluctuations in our financial results from period-to-period;

	●	environmental risks;

	●	risks related to the aerospace industry and the regulation thereof;

	●	risks related to our indebtedness; and

	●	other risks and uncertainties.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business, including those described under Part I, Item 1A. “Risk Factors” and the other documents we file from time to time with the Securities and Exchange Commission (SEC). All forward-looking statements included in this Annual Report on Form 10-K (including information included or incorporated by reference herein) are based upon information available to us as of the date hereof, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by  us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this and in any other public statements we make may turn out to be incorrect. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking  statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

RISK FACTORS

AnRisks ~~investment~~Related in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to ~~any~~Our ofBusiness ~~these risks,~~ and ~~you~~Industry ~~may lose all or part of your investment.~~

~~RISKS~~We ~~ASSOCIATED~~are TOdirectly ~~OUR~~dependent ~~BUSINESS~~upon the condition of the aerospace industry, which is closely tied to global economic conditions, and if the aerospace industry or the U.S. or global economy were to experience a recession, our business, financial condition and results of operations could be negatively impacted.

WEDemand ~~ARE~~for Athe ~~DEVELOPMENT~~products ~~STAGE~~we ~~COMPANY~~offer ~~AND~~are ~~HAVE~~directly tied ~~COMMENCED~~to ~~LIMITED~~the ~~OPERATIONS~~delivery INof ~~OUR~~new ~~BUSINESS~~aircraft, aircraft utilization, and repair of existing aircraft, which, in turn, are impacted by global economic conditions. WEFor ~~EXPECT~~example, TO2009 ~~INCUR~~revenue ~~SIGNIFICANT~~passenger ~~OPERATING~~miles ~~LOSSES~~(RPMs) ~~FOR~~on ~~THE~~commercial ~~FORESEEABLE~~aircraft ~~FUTURE~~declined due to the global recession. During the same period, the industry experienced declines in large commercial, regional and business jet deliveries. A slowdown in the global economy, or a return to a recession, would negatively impact the aerospace industry, and could negatively impact our business, financial condition and results of operations.

WeMilitary ~~were incorporated on May 11~~spending, ~~2011~~including ~~and~~spending toon ~~date~~the ~~have~~products ~~been~~we ~~involved primarily in organizational activities. We have commenced limited business operations. Accordingly~~sell, is wedependent ~~have~~upon nonational ~~way~~defense to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problemsbudgets, ~~expenses, difficulties, complications~~ and ~~delays~~a ~~encountered~~reduction in ~~connection~~military ~~with~~spending ~~the~~could ~~operations~~have ~~that~~a wematerial ~~plan~~adverse toeffect ~~undertake. These~~on ~~potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate~~ our business, financial ~~and~~condition ~~additional costs~~ and ~~expenses~~results that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of ~~our business plan is not forthcoming, we will not be able to continue business~~ operations. ~~There~~ is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

WEThe ~~ARE~~military ~~SOLELY~~market ~~DEPENDENT~~is ~~UPON~~significantly ~~THE~~dependent upon ~~FUNDS~~government TObudget BEtrends, ~~RAISED~~particularly INthe ~~THIS~~U.S. ~~OFFERING~~Department TOof ~~START~~Defense ~~OUR~~(DoD) ~~BUSINESS~~budget. Future DoD budgets could be negatively impacted by several factors, ~~THE~~including, ~~PROCEEDS~~but OFnot ~~WHICH~~limited ~~MAY~~to, BEa ~~INSUFFICIENT~~change TOin ~~ACHIEVE~~defense ~~REVENUES~~spending ~~AND~~policy ~~PROFITABLE~~by ~~OPERATIONS~~the current and future presidential administrations and Congress, the U.S. WEgovernment’s ~~MAY~~budget ~~NEED~~deficits, TOspending ~~OBTAIN~~priorities, ~~ADDITIONAL~~the ~~FINANCING~~cost ~~WHICH~~of ~~MAY~~sustaining ~~NOT~~the BEU.S. military ~~AVAILABLE~~presence in overseas operations and possible political pressure to reduce U.S. Government military spending, each of which could cause the DoD budget to decline. A decline in U.S. military expenditures could result in a reduction in military aircraft production, which could have a material adverse effect on our business, financial condition and results of operations.

Our current operating funds are less than necessary to complete our intended operations in the distribution of copper pipes and fittings. We need the proceeds from this offering to start our operations as described in the “Plan of Operation” section of this prospectus. As of October 31, 2012, we had cash in the amount of $3,100 and liabilities of $383. As of this date, we have no income and just recently started our operation. The proceeds of this offering may not be sufficient for us to achieve revenues and profitable operations. We may need additional funds to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. 5

WEIn ~~HAVE~~particular, ~~YET~~military TOspending ~~EARN~~may ~~REVENUE~~be ~~AND~~negatively impacted ~~OUR~~by ~~ABILITY~~the TOBudget ~~SUSTAIN~~Control ~~OUR~~Act ~~OPERATIONS~~of IS2011 ~~DEPENDENT~~(the ONBudget ~~OUR~~Control ~~ABILITY~~Act), TOwhich ~~RAISE~~was ~~FINANCING~~passed in August 2011. ~~OUR~~ ~~INDEPENDENT~~The ~~REGISTERED~~Budget ~~PUBLIC~~Control ~~ACCOUNTANT~~Act ~~HAS~~established limits ~~EXPRESSED~~on ~~SUBSTANTIAL~~U.S. ~~DOUBT~~government ~~ABOUT~~discretionary ~~OUR~~spending, ~~ABILITY~~including TOa ~~CONTINUE~~reduction ASof Adefense ~~GOING~~spending ~~CONCERN~~by approximately $490 billion between the 2012 and 2021 U.S. government fiscal years, and also provided that the defense budget would face “sequestration” cuts of up to an additional $500 billion during that same period to the extent that discretionary spending limits were exceeded. The impact of sequestration was reduced with respect to the government’s 2014 and 2015 fiscal years, in exchange for extending sequestration into fiscal years 2022 and 2023, following the enactment of the Bipartisan Budget Act of 2013 in December 2013. The impact of sequestration was further reduced with respect to the government’s 2016 and 2017 fiscal years, following the enactment of the Bipartisan Budget Act of 2015 in November 2015 and with respect to the government’s 2018 and 2019 fiscal years, following the enactment of the Bipartisan Budget Act of 2018 in February 2018. Sequestration is currently scheduled to resume in the government’s 2020 fiscal year. We are unable to predict the impact that the cuts associated with sequestration will ultimately have on funding for military programs. However, such cuts could result in reductions, delays or cancellations of these programs, which could have a material adverse effect on our business, financial condition and results of operations.

We ~~have~~are ~~accrued~~subject ~~net losses of $283 for the period from our inception on May 11, 2011~~ to ~~October~~unique ~~31,~~business ~~2012,~~risks ~~and~~as ~~have~~a noresult ~~revenues as~~ of ~~this~~supplying equipment ~~date. Our future is dependent upon our ability~~ to ~~obtain financing and upon future profitable operations in~~ the ~~distribution of copper pipes and fittings~~U.S. ~~Further,~~government ~~the~~directly ~~finances required to fully develop our plan cannot be predicted with any certainty~~ and ~~may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue~~ as a ~~going concern. Ronald R. Chadwick~~subcontractor, ~~P.C.~~which ~~our~~could ~~independent~~lead ~~registered public accounting firm, has expressed substantial doubt about our ability~~ to ~~continue as~~ a ~~going~~reduction ~~concern.~~in ~~This opinion could materially limit~~ our ~~ability~~net tosales ~~raise~~from, ~~additional funds by issuing new debt~~ or ~~equity~~the profitability ~~securities~~of orour ~~otherwise.~~supply Ifarrangements ~~we fail to raise sufficient capital when needed~~with, wethe ~~will not be able to complete our business plan~~U. ~~As a result we may have to liquidate our business and you may lose your investment~~S. ~~You should consider our independent registered public accountant’s comments when determining if an investment in Basta Holdings, Corp~~government. ~~is suitable.~~

~~Page~~Companies |engaged 7in supplying defense-related equipment and services to U.S. government agencies are subject to business risks specific to the defense industry. We contract directly with the U.S. government and are also a subcontractor to customers contracting with the U.S. government. Accordingly, the U.S. government may unilaterally suspend or prohibit us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations, revoke required security clearance, reduce the value of existing contracts or audit our contract-related costs and fees. In addition, most of our U.S. government contracts and subcontracts can be terminated by the U.S. government or the contracting party, as applicable, at its convenience. Termination for convenience provisions provide only for our recovery of costs incurred or committed, settlement expenses and profit on the work completed prior to termination.

WeIn ~~require~~addition, ~~minimum~~we ~~funding~~are ofsubject ~~approximately $30,000~~ to ~~conduct~~U.S. ~~our~~government inquiries ~~proposed~~and ~~operations~~investigations, ~~for~~including aperiodic ~~period~~audits of ~~one~~costs ~~year.~~that If we determine are ~~not~~reimbursable ~~able~~under togovernment ~~raise~~contracts. U.S. ~~this~~government ~~amount,~~agencies orroutinely ifaudit wegovernment ~~experience~~contractors ato ~~shortage~~review ofperformance ~~funds~~under ~~prior~~contracts, tocost ~~funding~~structure weand ~~may~~compliance with ~~utilize~~applicable ~~funds~~laws, ~~from Chunfeng Lu~~regulations, ~~our sole officer~~ and ~~director~~standards, ~~who~~as ~~has~~well ~~informally~~as ~~agreed~~the toadequacy ~~advance~~of ~~funds~~and tocompliance ~~allow~~with usinternal tocontrol ~~pay~~systems ~~for~~and ~~professional fees~~policies, including ~~fees payable in connection with~~ the ~~filing~~contractor’s ofpurchasing, ~~this~~property, ~~registration~~estimating, ~~statement~~compensation and ~~operation~~management ~~expenses. However,~~information Mssystems. LuAny ~~has~~costs nofound to ~~formal~~be ~~commitment,~~misclassified ~~arrangement~~ or ~~legal~~inaccurately ~~obligation~~allocated to ~~advance~~a orspecific ~~loan~~contract ~~funds~~are tonot ~~the~~reimbursable, ~~company.~~and ~~After~~to ~~one~~the ~~year we~~extent ~~may~~already ~~need~~reimbursed, must ~~additional~~be ~~financing~~refunded. IfAlso, weany doinadequacies ~~not~~in ~~generate~~our ~~any~~systems ~~revenue~~and wepolicies ~~may~~could ~~need~~result ain ~~minimum~~payments ofbeing ~~$10~~withheld,~~000~~ ofpenalties ~~additional~~and ~~funding~~reduced future ~~to pay for ongoing SEC filing requirements~~business. ~~We do not currently have any arrangements for additional financing.~~

IfGovernment werules ~~are~~require ~~successful~~contracting inofficers to ~~raising~~impose ~~the~~contractual ~~funds~~withholdings ~~from~~at ~~this~~no ~~offering,~~less wethan ~~plan~~certain tominimum ~~commence~~levels ~~activities~~if toa ~~continue~~contracting ~~our~~officer ~~operations~~determines that one or more of a contractor’s business systems have one or more significant deficiencies. WeIf ~~cannot~~a ~~provide~~contracting ~~investors~~officer ~~with~~were ~~any~~to ~~assurance~~impose such a withholding on us or even one of our prime contractors, it would increase the risk that we ~~will~~would not be ~~able~~paid toin ~~raise~~full ~~sufficient~~or ~~funds~~paid timely. toIf ~~continue~~future ~~our~~audit ~~business~~adjustments ~~plan~~exceed ~~according~~our toestimates, our ~~plan~~profitability ofcould ~~operations.~~be adversely affected.

IFIf WEa DOgovernment ~~NOT~~inquiry ~~ATTRACT~~or ~~CUSTOMERS~~investigation uncovers improper or illegal activities, WEwe ~~WILL~~could ~~NOT~~be ~~MAKE~~subject Ato ~~PROFIT~~civil or criminal penalties or administrative sanctions, ~~WHICH~~including ~~ULTIMATELY~~contract termination, ~~WILL~~fines, ~~RESULT~~forfeiture INof Afees, ~~CESSATION~~suspension OFof ~~OPERATIONS~~payment and suspension or debarment from doing business with U.S. government agencies, any of which could materially adversely affect our reputation, business, financial condition and results of operations.

We ~~currently~~are ~~have~~also nosubject ~~customers.~~to Wethe ~~have~~federal ~~not~~False ~~identified~~Claims Act, ~~any~~which ~~customers~~provides ~~and~~for wesubstantial ~~cannot~~civil ~~guarantee~~penalties weand ~~ever~~treble ~~will~~damages ~~have~~where ~~any~~a ~~customers. Even~~contractor ifpresents wea ~~obtain~~false ~~customers,~~or ~~there~~fraudulent isclaim to nothe ~~guarantee~~government ~~that~~for wepayment. ~~will~~Actions ~~generate~~under athe ~~profit. If~~False weClaims ~~cannot~~Act ~~generate~~may abe ~~profit,~~brought weby ~~will~~the ~~have~~government ~~to suspend~~ or ~~cease~~by ~~operations. You~~other ~~are~~persons ~~likely~~on tobehalf of ~~lose~~the ~~your~~government ~~entire~~(who ~~investment~~may ifthen weshare ~~cannot~~in ~~sell~~any ~~copper pipes and fittings at prices which generate a profit~~recovery).

~~WE FACE STRONG COMPETITION FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.~~6

~~Our~~If ~~industry~~we islose ~~competitive.~~significant ~~There~~customers, ~~are~~significant ~~many~~customers ~~different~~materially reduce ~~copper~~their ~~pipes~~purchase ~~and~~orders ~~fittings~~or ~~distributors~~significant ~~and~~programs ~~our~~on ~~products~~which ~~are~~we ~~not.~~rely ~~Even~~are ~~though the industry is highly fragmented~~delayed, itscaled ~~has~~back aor ~~number of large and well established companies~~eliminated, ~~which are profitable and have developed a brand name. Aggressive marketing tactics implemented by~~ our ~~competitors~~business, ~~could impact our limited~~ financial condition ~~resources~~ and ~~adversely~~results ~~affect~~of ~~our~~operations ~~ability~~may tobe ~~compete~~adversely ~~in our market~~affected.

~~BECAUSE~~A WEreduction ~~ARE~~in ~~SMALL~~purchasing ~~AND~~by DOor ~~NOT~~loss ~~HAVE~~of ~~MUCH~~one of ~~CAPITAL~~our larger customers for any reason, ~~OUR~~including ~~MARKETING~~changes ~~CAMPAIGN~~in ~~MAY~~manufacturing ~~NOT~~or BEprocurement ~~ENOUGH~~practices, TOloss ~~ATTRACT~~of ~~SUFFICIENT~~a ~~CLIENTS~~customer TOas ~~OPERATE~~a ~~PROFITABLY.~~result of IFthe WEacquisition DOof ~~NOT~~such ~~MAKE~~customer Aby ~~PROFIT~~a purchaser who does not fully utilize a distribution model or uses a competitor, WEin-sourcing by ~~WILL~~customers, ~~SUSPEND~~a ORtransfer ~~CEASE~~of ~~OPERATIONS~~business to a competitor, an economic downturn, failure to adequately service our clients or to manage the implementation of new customer sites, decreased production or a strike, could have a material adverse effect on our business, financial condition and results of operations.

~~Due~~As toan ~~the~~example ~~fact~~of wechanges ~~are~~in ~~small~~manufacturing ~~and~~practices that docould ~~not~~impact us, OEMs such as Boeing and Airbus have ~~much~~incorporated ~~capital,~~a wehigher ~~must~~proportion ~~limit~~of ~~our~~composite ~~marketing~~materials ~~activities~~in ~~and~~some of ~~may~~the ~~not~~aircraft bethey ~~able~~manufacture. toAircraft ~~make~~utilizing ~~our~~composite ~~products~~materials ~~known~~generally torequire ~~potential~~the ~~customers.~~use ~~Because~~of wesignificantly ~~will~~fewer beC-class aerospace ~~limiting~~parts ~~our~~than ~~marketing~~new ~~activities~~aircraft made of more traditional non-composite materials, wealthough ~~may~~the ~~not~~parts beused ~~able~~are togenerally ~~attract~~higher priced ~~enough~~than ~~customers~~C-class toaerospace ~~operate~~parts ~~profitably~~used in non-composite aircraft structures. IfTo wethe ~~cannot~~extent ~~operate~~Boeing, ~~profitably~~Airbus and other customers increase their reliance on composite materials, wethey may ~~have~~materially toreduce ~~suspend~~their orpurchase ~~cease~~orders ~~operations~~from third parties like us.

~~OUR~~As ~~SALES~~an ~~AND~~example ~~PROFITABILITY~~of ~~DEPEND~~the ~~SIGNIFICANTLY~~potential ONloss ~~NEW~~of ~~RESIDENTIAL~~business due ~~CONSTRUCTION~~to ~~AND~~customer ~~HOME~~in-sourcing, ~~IMPROVEMENT~~a ~~ACTIVITY~~major OEM is undertaking an initiative to cause its first and second tier suppliers to source certain OEM-specific materials, including fasteners, directly from the OEM itself, rather than through distributors such as us. If such initiative is broadly implemented by the OEM, or if other OEMs pursue similar initiatives, a portion of our sales to their suppliers, and consequently our business, financial condition and results of operations, could be adversely affected.

~~Our~~In ~~sales~~addition, ~~depend~~major ~~heavily~~OEMs onhave ~~the~~recently ~~strength~~indicated that ofthey ~~national~~are ~~and~~pursuing ~~local~~initiatives ~~new~~to ~~residential~~increase ~~construction~~the ~~and~~services ~~home~~portion ~~improvement~~of ~~and~~their ~~remodeling markets~~business. ~~The~~These ~~strength~~initiatives ofcould ~~these~~lead ~~markets~~to ~~depends~~greater in-sourcing on ~~new~~the ~~housing~~part ~~starts~~of ~~and~~the ~~residential renovation projects~~OEMs, which ~~are~~could adversely affect a ~~function~~portion of ~~many factors beyond~~ our ~~control.~~sales ~~Some~~to of these factors include employment levels, job and household formation, interest rates, housing prices, tax policy, availability of mortgage financing, prices of commodity wood products, regional demographics and consumer confidence. Future downturns in the ~~markets~~OEMs ~~that we serve or in the economy generally could have a material adverse effect on our operating results~~ and ~~financial~~their ~~condition. Reduced levels of construction activity may result in intense price competition among sanitary ware~~ suppliers~~, which may adversely affect our gross margins~~.

~~Page~~We |operate 8in a highly competitive market and our failure to compete effectively may negatively impact our results of operations.

~~BECAUSE~~We WEoperate ~~WILL~~in ~~EXPORT~~a ~~OUR~~highly ~~PRODUCTS~~competitive ~~FROM~~global ~~CHINA~~industry and compete against a number of companies, Aincluding ~~DISRUPTION~~divisions INof ~~THE~~larger ~~DELIVERY~~companies OFand ~~EXPORTED~~certain ~~PRODUCTS~~of ~~MAY~~our ~~HAVE~~suppliers, Asome ~~GREATER~~of ~~EFFECT~~which may ONhave USsignificantly ~~THAN~~greater ONfinancial ~~OUR~~resources ~~COMPETITORS~~than we do and therefore may be able to adapt more quickly to changes in customer requirements than we can. Our competitors consist of both U.S. and foreign companies and range in size from divisions of large public corporations to small privately held entities. We believe that our ability to compete depends on superior customer service and support, on-time delivery, sufficient inventory availability, competitive pricing and effective quality assurance programs. To remain competitive, we may have to adjust the prices of some of the products and services we sell and continue investing in our procurement, supply-chain management and sales and marketing functions, the costs of which could negatively impact our results of operations.

We ~~will~~do ~~export~~not ~~our product from China. Because we plan to purchase our products in China and~~ have ~~them~~guaranteed ~~shipped~~future tosales ~~the locations~~ of ~~our customers, we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and/or warehouse products in~~ the ~~destination countries. Deliveries of our~~ products ~~may~~we sell ~~be disrupted through factors such as:~~

~~(1) raw~~Our ~~material shortages~~business, ~~work~~financial ~~stoppages~~condition, ~~strikes~~results of operations and ~~political~~operating ~~unrest;~~margins could be negatively affected due to not having contracts which offer guaranteed future sales of the products we sell.

~~(2) problems~~We ~~with~~may ~~ocean~~be ~~shipping~~unable to effectively manage our inventory, ~~including~~which could ~~work~~have ~~stoppages~~a material adverse effect on our business, financial condition and ~~shipping~~results of operations.

~~container~~Due ~~shortages;~~to the lead times required by many of our suppliers, we typically order products, particularly hardware products, in advance of expected sales, and the volume of such orders may be significant. Lead times generally range from several weeks up to two years, depending on industry conditions, which makes it difficult to successfully manage our inventory as we plan for future demand. In addition, demand for our products can fluctuate significantly, which can also negatively impact our cash flows and inventory level.

~~(3) increased inspections of import shipments or other factors causing~~7

~~delays~~If suppliers are unable to supply us with the products we sell in ~~shipments;~~a timely manner, inadequate quantities and/or at a reasonable cost, while also meeting our customers’ quality standards, we may be unable to meet the demands of our customers, which could have a material adverse effect on our business, financial condition and results of operations.

~~(4) economic~~Our ~~crises~~inventory is primarily sourced directly from producers and manufacturing firms, ~~international~~and ~~disputes~~we depend on the availability of large supplies of the products we sell, which must also meet our customers’ quality standards. These manufacturers and ~~wars~~producers may experience capacity constraints that result in their being unable to supply us with products in a timely manner, in adequate quantities and/or at a reasonable cost. Contributing factors to manufacturer capacity constraints include, among other things, industry or customer demands in excess of manufacturing capacity, labor shortages and changes in raw material flows. In addition, changes in trade policies, such as the imposition of additional tariffs on certain products imported into the United States, could result in increased procurement costs. Any significant interruption in the supply of these products or termination of our relationship with any of our suppliers could result in us being unable to meet the demands of our customers, which would have a material adverse effect on our business, financial condition and results of operations.

~~Most~~Our ofbusiness ~~our~~is ~~competitors~~highly ~~warehouse~~dependent ~~products~~on ~~they~~complex ~~import~~information ~~from~~technology and ~~overseas,~~our ~~which~~business ~~allows~~and ~~them~~operations tocould ~~continue~~suffer ~~delivering~~in ~~their products for~~ the ~~near~~event ~~term,~~of ~~despite~~cyber-security ~~overseas shipping disruptions~~breaches. ~~If our competitors are able to deliver products when we cannot, our reputation may be damaged and we may lose customers to our competitors.~~

~~ALL~~The OFprovision ~~OUR~~and ~~PRODUCT~~application ~~PURCHASES~~of ~~WILL~~IT BEis ~~MADE~~an ~~FROM~~increasingly critical ~~ONE~~aspect ~~SUPPLIER~~of our business. IF ~~THAT~~Among ~~SUPPLIER~~other ~~DECREASES~~things, ORour ~~TERMINATES~~IT ~~ITS~~systems ~~RELATIONSHIP~~must ~~WITH~~frequently USinteract ~~OUR~~with ~~BUSINESS~~those ~~WOULD~~of ~~LIKELY~~our ~~FAIL~~customers, IFsuppliers and WElogistics ~~ARE~~providers. ~~UNABLE~~Our TOfuture ~~FIND~~success will depend on our continued ability to employ IT systems that drive operational efficiency and meet our customers’ demands. The failure or disruption of the hardware or software that supports our IT systems, including redundancy systems, could significantly harm our ability to service our customers and cause economic losses for which we could be held liable and which could damage our reputation. In addition, we are subject to the risk of cyber-security attacks, which includes, but is not limited to, malicious software, ransomware or terrorists attacks, unauthorized attempts to gain access to sensitive, confidential or otherwise protected information related to us, our customers and our suppliers and other cyber-security breaches. A ~~SUBSTITUTE~~cyber-related ~~FOR~~attack ~~THAT~~could ~~COMPANY~~cause a loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation. In addition, the failure or disruption of our IT systems, communications or utilities, or those of third parties on which we rely, could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption which could have a material adverse effect on our business, results of operations and financial condition. In addition, system improvements and other IT-related upgrades could require us to accelerate the depreciation of certain assets, which could have a material adverse effect on our operating results.

AsOur acompetitors ~~result~~may ofhave ~~being~~or ~~totally~~may ~~dependent~~develop onIT asystems that ~~single~~permit ~~wholesale~~them ~~supplier~~to ~~located in China, we may~~ be ~~subject~~more tocost ~~certain~~effective ~~risks, including changes in regulatory requirements, tariffs~~ and ~~other~~otherwise ~~barriers,~~better ~~increased~~able ~~pressure,~~to ~~timing~~meet ~~and~~customer ~~availability~~demands ofthan ~~export~~we ~~licenses,~~are ~~the~~able ~~burden~~to ~~of complying~~ with aIT ~~variety~~systems we ofare ~~foreign~~able ~~laws and treaties, and uncertainties relative~~ to ~~regional,~~acquire ~~political~~or ~~and economic circumstances~~develop. WeLarger ~~purchase~~competitors ~~our~~may ~~products~~be ~~from~~able ~~TAICANG~~to ~~JINXIN~~develop ~~COPPER~~or ~~TUBE~~license ~~CO.,~~IT ~~LTD.~~systems ~~Our~~more ~~agreement~~cost ~~with~~effectively ~~this~~than ~~company~~we can ~~does~~by ~~not~~spreading ~~prevent~~the itcost ~~from~~across ~~supplying~~a ~~its~~larger ~~copper~~revenue ~~pipes~~base, and ~~fittings to our~~ competitors orwith ~~directly~~greater tofinancial ~~consumers.~~resources ~~The~~may ~~Contract~~be ~~has~~able noto ~~minimum~~acquire or ~~term,~~develop ~~and~~IT ~~TAICANG~~systems ~~JINXIN~~that ~~COPPER~~we ~~TUBE~~cannot COafford., ~~LTD.~~If ~~may~~we ~~terminate~~fail ~~the~~to ~~Contract~~meet atthe ~~any~~demands ~~time.~~of Ifour ~~this~~customers ~~company decreases, modifies~~ or ~~terminates~~protect ~~its~~against ~~association~~disruptions ~~with~~of our usIT ~~for any other reason~~systems, we ~~would~~may ~~suffer~~lose ancustomers, ~~interruption~~which incould seriously harm our business ~~unless~~ and ~~until~~adversely weaffect ~~found a substitute for that supplier. If we were unable to find a substitute for that supplier,~~ our ~~business~~operating ~~would~~results ~~likely~~and ~~fail.~~operating cash ~~We cannot predict what the likelihood would be of finding an acceptable substitute supplier~~flow.

~~BECAUSE~~We ~~OUR~~may ~~SOLE~~be ~~OFFICER~~unable ~~AND~~to ~~DIRECTOR~~retain ~~WILL~~personnel ~~OWN~~who ~~one-third~~are ORkey ~~MORE~~to OFour ~~OUR OUTSTANDING COMMON STOCK, she WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS~~operations.

~~Ms.~~Our Lusuccess, ~~our~~among ~~sole~~other ~~officer and director~~things, ~~will~~is ~~own~~dependent on ~~50 % or more of the outstanding shares of~~ our ~~common~~ability ~~stock.~~to ~~Accordingly~~attract, ~~she~~develop ~~will~~and ~~have~~retain ~~significant~~highly ~~influence~~qualified insenior ~~determining~~management ~~the~~and ~~outcome~~other ofkey ~~all~~personnel. ~~corporate~~Competition ~~transactions~~for orkey ~~other~~personnel is ~~matters~~intense, ~~including~~and ~~the~~our ~~election~~ability ofto ~~directors,~~attract ~~mergers, consolidations~~ and ~~the~~retain ~~sale~~key ofpersonnel ~~all~~is ordependent ~~substantially~~on ~~all~~a number of ~~our assets~~factors, ~~and~~including ~~also~~prevailing ~~the~~market conditions ~~power~~and tocompensation ~~prevent~~packages oroffered ~~cause~~by acompanies ~~change~~competing infor ~~control. The~~the ~~interests~~same ~~of Ms~~talent. LuThe ~~may~~inability ~~differ~~to ~~from~~hire, ~~the~~develop ~~interests~~and ofretain these ~~the~~key ~~other~~employees ~~stockholders and~~ may ~~result~~adversely inaffect ~~corporate~~our ~~decisions that are disadvantageous to other shareholders~~operations.

~~BECAUSE~~There ~~OUR~~are ~~PRINCIPAL~~risks ~~ASSETS~~inherent ~~ARE~~in ~~LOCATED~~international ~~OUTSIDE~~operations OFthat could ~~THE~~have ~~UNITED~~a ~~STATES~~material ~~AND~~adverse ~~CHUNFENG~~effect ~~LU,~~on ~~OUR~~our ~~SOLE DIRECTOR AND OFFICER~~business, ~~RESIDES~~financial ~~OUTSIDE~~condition OFand ~~THE~~results ~~UNITED~~of ~~STATES, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U~~operations.S. ~~FEDERAL SECURITIES LAWS AGAINST US AND/OR MS. LU, OR TO ENFORCE A JUDGMENT RENDERED BY A UNITED STATES COURT AGAINST US OR MS. LU.~~

~~Page | 9~~ 8

Our ~~principal~~international operations ~~and assets~~ are ~~located~~subject ~~outside of the United States, and Chunfeng Lu, our sole officer and director is a non-resident of the United States. Therefore, it may be difficult~~ to ~~effect service of process on Ms. Lu in the United States~~, without ~~and it may be difficult to enforce any judgment rendered against Ms. Lu. As a result~~limitation, ~~it may be difficult or impossible for an investor to bring an action against Ms. Lu, in~~ the ~~event~~following that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of People Republic of China may render that investor unable to enforce a judgment against the assets of Ms. Lu. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.risks:

~~Additionally,~~● ~~because~~the burden of ~~our~~complying ~~assets~~with ~~are~~multiple ~~located~~and ~~outside~~possibly ofconflicting ~~the~~laws ~~United~~and ~~States~~any unexpected changes in regulatory requirements; ● political risks, ~~they~~including ~~will~~risks beof ~~outside~~loss due to civil disturbances, acts of ~~the~~terrorism, ~~jurisdiction~~acts of ~~United~~war, ~~States~~guerilla ~~courts~~activities and insurrection; ● unstable economic, financial and market conditions and increased expenses due to ~~administer~~inflation, ifor wehigher ~~become~~interest ~~subject~~rates; ● difficulties in enforcement of anthird-party ~~insolvency~~contractual orobligations ~~bankruptcy~~and ~~proceeding.~~collecting Asreceivables athrough ~~result,~~foreign iflegal wesystems; ~~declare~~● ~~bankruptcy~~changes orin ~~insolvency~~global trade policies; ● increasingly complex laws and regulations concerning privacy, ~~our~~data ~~shareholders~~protection ~~may~~and ~~not~~data ~~receive~~security, including the ~~distributions~~European onUnion’s ~~liquidation~~General ~~that~~Data ~~they would~~Protection ~~otherwise be entitled~~Regulation; to● ifdifficulties ~~our~~in ~~assets~~staffing ~~were~~and tomanaging beinternational ~~located~~operations ~~within~~and the ~~United~~application ~~States~~of ~~under~~foreign ~~United~~labor ~~States~~regulations; ~~bankruptcy~~● differing local product preferences and product requirements; and ● potentially adverse tax consequences from changes in tax laws, requirements relating to withholding taxes on remittances and other payments by subsidiaries and restrictions on our ability to repatriate dividends from our subsidiaries.

~~BECAUSE~~Our ~~OUR~~international ~~SOLE~~operations ~~OFFICER~~require ~~AND~~us ~~DIRECTOR~~to ~~WILL~~comply ~~ONLY~~with BEnumerous applicable ~~DEVOTING~~anti-corruption ~~LIMITED~~and ~~TIME~~trade TOcontrol ~~OUR~~laws ~~OPERATIONS~~and regulations, ~~OUR~~including ~~OPERATIONS~~those ~~MAY~~of BEthe ~~SPORADIC~~U.S. ~~WHICH~~government ~~MAY~~and ~~RESULT~~various INother ~~PERIODIC~~jurisdictions, and ~~INTERRUPTIONS~~our ORfailure ~~SUSPENSIONS~~to OFcomply ~~OPERATIONS. THIS~~with ~~ACTIVITY~~these ~~COULD~~laws ~~PREVENT~~and USregulations ~~FROM~~could ~~ATTRACTING~~adversely ~~ENOUGH~~affect ~~CUSTOMERS~~our ~~AND~~reputation, ~~RESULT~~business, INfinancial Acondition and ~~LACK~~results OFof ~~REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS~~operations.

~~Chunfeng~~Doing ~~Lu,~~business ~~our~~on ~~sole~~a ~~officer~~worldwide ~~and~~basis ~~director~~requires us ~~will~~to ~~only~~comply bewith ~~devoting~~the ~~limited~~laws ~~time~~and toregulations ~~our~~of ~~operations~~the U. ~~she~~S. ~~will~~government beand ~~devoting~~various ~~approximately~~other 20jurisdictions, ~~hours~~and aour ~~week~~failure to ~~our~~successfully comply ~~operations.~~with ~~Because~~these ~~our~~rules ~~sole~~and ~~office~~regulations ~~and~~may ~~director~~expose ~~will~~us ~~only~~to beliabilities. ~~devoting~~These ~~limited~~laws ~~time~~and regulations can apply to ~~our~~companies, ~~operations~~individual directors, ~~our~~officers, ~~operations~~employees ~~may~~and beagents, ~~sporadic~~ and ~~occur~~may atrestrict ~~times~~our ~~which~~operations, ~~are~~trade ~~convenient~~practices, toinvestment ~~her~~decisions and partnering activities. AsOur arisk ~~result,~~of ~~operations~~violating ~~may~~anti-corruption belaws ~~periodically~~is ~~interrupted~~increased orbecause ~~suspended~~some ~~which~~of ~~could~~the ~~result~~international locations in awhich we operate lack ofa ~~revenues~~highly developed legal system and ahave ~~possible~~elevated ~~cessation~~levels of ~~operations~~corruption, and because our industry is highly regulated.

~~KEY~~In ~~MANAGEMENT~~particular, ~~PERSONNEL~~our ~~MAY~~international ~~LEAVE~~operations are ~~THE~~subject ~~COMPANY~~to U.S. and foreign anti-corruption laws and regulations, ~~WHICH~~such ~~COULD~~as ~~ADVERSELY~~the ~~AFFECT~~FCPA, ~~THE~~the ~~ABILITY~~Bribery OFAct ~~THE~~and ~~COMPANY~~other TOapplicable ~~CONTINUE~~anti-corruption regimes. ~~OPERATIONS~~These laws generally prohibit us from corruptly providing anything of value, directly or indirectly, to foreign government officials for the purposes of improperly influencing official decisions, improperly obtaining or retaining business, or otherwise obtaining favorable treatment. As part of our business, we may deal with governments and state-owned business enterprises, the employees and representatives of which may be considered government officials for purposes of the FCPA, the Bribery Act or other applicable anti-corruption laws. Some anti-corruption laws, such as the Bribery Act, also prohibit commercial bribery and the acceptance of bribes. In addition, the FCPA further requires publicly traded companies to maintain adequate record-keeping that accurately reflects the transactions of the company, as well as a system of internal accounting controls.

~~The~~As ~~Company~~an isexporter, ~~entirely~~we ~~dependent~~must oncomply with various laws and regulations relating to the ~~efforts~~export of ~~its~~products, ~~sole~~from ~~officer~~the United States and ~~director~~other countries having jurisdiction over our operations. ~~The~~In ~~Company~~the ~~does~~U.S., ~~not~~these ~~have~~laws aninclude, ~~employment~~among ~~agreement~~others, inthe ~~place~~EAR ~~with~~administered ~~its~~by ~~sole~~the ~~officer~~U.S. Department of Commerce’s Bureau of Industry and ~~director.~~Security, ~~Her~~the ~~departure~~ITAR oradministered by the ~~loss~~U.S. Department of ~~any~~State’s ~~other~~Directorate ~~key~~of ~~personnel~~Defense inTrade ~~the~~Controls, and ~~future~~trade ~~could~~sanctions, ~~have~~regulations aand ~~material~~embargoes ~~adverse~~administered ~~effect~~by on the ~~business~~U.S. ~~The~~Department ~~Company~~of ~~believes~~the ~~that~~Treasury’s ~~all~~Office ~~commercially~~of ~~reasonable~~Foreign ~~efforts~~Assets Control. ~~have~~These ~~been~~laws ~~made~~and regulations may require us to ~~minimize~~obtain ~~the~~individual ~~risks~~validated ~~attendant~~licenses ~~with~~from the ~~departure~~relevant byagency ~~key~~to ~~personnel~~export, re-export, ~~from~~or ~~service.~~transfer ~~However~~commodities, ~~there~~software, istechnology, noor ~~guarantee~~services ~~that~~to ~~replacement~~certain ~~personnel~~jurisdictions, ~~if any~~individuals, ~~will~~or ~~help~~entities. ~~the~~We ~~Company~~cannot be tocertain ~~operate~~that ~~profitably.~~our ~~The~~applications ~~Company~~for ~~does~~export ~~not~~licenses ~~maintain~~or ~~key~~other ~~person~~authorizations ~~life~~will ~~insurance~~be ongranted ~~its~~or ~~sole~~approved. ~~officer~~Furthermore, the export license and ~~director~~export authorization process is often time-consuming.

~~ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.~~9

WeViolations ~~must~~of ~~raise~~these ~~additional~~legal ~~capital~~requirements incan ~~order~~be punishable ~~for~~by ~~our~~criminal ~~business~~fines ~~plan~~and toimprisonment, ~~succeed. Our~~civil ~~most~~penalties, ~~likely~~disgorgement ~~source~~ of ~~additional~~profits, ~~capital~~injunctions, ~~will~~debarment befrom ~~through~~government contracts, ~~the~~seizure ~~sale~~and forfeiture of ~~additional~~unlawful ~~shares~~attempted exports, and/or denial of ~~common~~export ~~stock~~privileges, as well as other remedial measures. ~~Such~~We ~~stock~~have ~~issuances~~established ~~will~~policies ~~cause~~and ~~stockholders'~~procedures ~~interests~~designed into assist us, our ~~company~~personnel and our agents to becomply ~~diluted~~with applicable U. ~~Such~~S. ~~dilution~~and international laws and regulations. However, there can be no guarantee that our policies and procedures will ~~negatively~~effectively prevent ~~affect~~us, ~~the~~our ~~value~~employees and our agents from violating these regulations in every transaction in which we may engage, and violations, allegations or investigations of ansuch ~~investor's~~violations ~~shares~~could materially adversely affect our reputation, business, financial condition and results of operations.

~~OUR~~Changes ~~SOLE~~in ~~OFFICER~~trade ~~AND~~policies, ~~DIRECTOR~~including ~~HAS~~the NOimposition ~~EXPERIENCE~~of ~~MANAGING~~additional tariffs, Acould ~~PUBLIC~~negatively ~~COMPANY~~impact ~~WHICH~~our ISbusiness, ~~REQUIRED~~financial TOcondition ~~ESTABLISH~~and ~~AND~~results ~~MAINTAIN~~of ~~DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING~~operations.

WeThe ~~have~~current ~~never~~United ~~operated~~States asadministration ahas signaled ~~public~~support ~~company.~~for, ~~Chunfeng~~and ~~Lu,~~in ~~our~~some ~~sole~~instances ~~officer~~has ~~and~~taken ~~director~~action ~~has~~with norespect ~~experience~~to, ~~managing~~major achanges ~~public~~to ~~company~~certain ~~which~~trade ispolicies, ~~required~~such toas the ~~establish~~imposition ~~and~~of ~~maintain~~additional ~~disclosure~~tariffs ~~controls~~on ~~and~~imported ~~procedures~~products and ~~internal~~the ~~control~~withdrawal ~~over~~from ~~financial~~or ~~reporting.~~renegotiation Asof acertain ~~result~~trade agreements, including wethe ~~may~~North ~~not~~American beFree ~~able~~Trade toAgreement. ~~operate~~Such ~~successfully~~changes ascould aalso ~~public~~result ~~company,~~in ~~even~~retaliatory ifactions ~~our~~by ~~operations~~the ~~are~~United ~~successful~~States’ trade partners. WeFor ~~plan~~example, tothe ~~comply~~United ~~with~~States ~~all~~has ofincreased ~~the~~tariffs ~~various~~on ~~rules~~certain ~~and~~imports ~~regulations~~from China, ~~which~~as ~~are~~well ~~required~~as ~~for~~on asteel ~~public~~and ~~company~~aluminum products ~~that~~imported isfrom ~~reporting~~various ~~company~~countries. ~~with~~In ~~the~~response, ~~Securities~~China, ~~and~~the ~~Exchange~~European ~~Commission. However~~Union, ifand weseveral ~~cannot~~other ~~operate~~countries ~~successfully~~have asimposed aor ~~public~~proposed additional ~~company,~~tariffs ~~your~~on ~~investment~~certain ~~may~~exports befrom ~~materially~~the ~~adversely~~United ~~affected~~States.

~~Page~~We |procure 10certain of the products we sell directly or indirectly from outside of the United States. The imposition of tariffs and other potential changes in United States trade policy could increase the cost or limit the availability of such products, which could hurt our competitive position and adversely impact our business, financial condition and results of operations. In addition, we sell a significant proportion of our products to customers outside of the United States. Retaliatory actions by other countries could result in increases in the price of our products, which could limit demand for such products, hurt our global competitive position and have a material adverse effect on our business, financial condition and results of operations.

ASChanges ANin ~~“EMERGING~~U.S. ~~GROWTH~~tax ~~COMPANY”~~law ~~UNDER~~have ~~THE~~affected ~~JOBS~~and ~~ACT,~~may WEcontinue ~~ARE~~to affect ~~PERMITTED~~our TObusiness, ~~RELY~~financial ONcondition ~~EXEMPTIONS~~and ~~FROM~~results ~~CERTAIN~~of ~~DISCLOSURE REQUIREMENTS~~operations.

On December 22, 2017, the Tax Act was signed into law. We are still evaluating the full impact of the Tax Act on our liability for U.S. corporate tax and the related impact on our business, financial condition and results of operations, and based on our current estimates, we believe these changes will be material. For example, we believe that the following changes included in the Tax Act, among others, will or could have a material impact on our liability for U.S. corporate tax: (i) the transition to a territorial tax system that generally allows for the repatriation of foreign earnings without additional U.S. corporate income tax while maintaining and expanding existing rules regarding the taxation of foreign earnings prior to their repatriation to the U.S. and (ii) the limitations on the deductibility of interest expense, entertainment expense and certain executive compensation. However, our estimates regarding the impact of the Tax Act may change, possibly materially, following management’s review of historical records, refinement of calculations, modifications of assumptions and further interpretation of the Tax Act based on U.S. Treasury regulations and guidance from the Internal Revenue Service and state tax authorities.

If any of our customers were to become insolvent or experience substantial financial difficulties, our business, financial condition and results of operations may be adversely affected.

If any of the customers with whom we do business becomes insolvent or experiences substantial financial difficulties we may be unable to timely collect amounts owed to us by such customers and may not be able to sell the inventory we have purchased for such customers, which could have a material adverse effect on our business, financial condition and results of operations.

We or our suppliers or customers may experience damage to or disruptions at our or their facilities caused by natural disasters and other factors, which may result in our business, financial condition and results of operations being adversely affected.

Our facility or those of our suppliers and customers could be subject to a catastrophic loss caused by earthquakes, tornadoes, floods, hurricanes, fire, power loss, telecommunication and information systems failure or other similar events. Should insurance be insufficient to recover all such losses or should we be unable to reestablish our operations, or if our customers or suppliers were to experience material disruptions in their operations as a result of such events, our business, financial condition and results of operations could be adversely affected.

We are dependent on access to and the performance of third-party package delivery companies.

Our ability to provide efficient distribution of the products we sell to our customers is an integral component of our overall business strategy. We do not maintain our own delivery networks, and instead rely on third-party package delivery companies. We cannot assure you that we will always be able to ensure access to preferred delivery companies or that these companies will continue to meet our needs or provide reasonable pricing terms. In addition, if the package delivery companies on which we rely experience delays resulting from inclement weather or other disruptions, we may be unable to maintain products in inventory and deliver products to our customers on a timely basis, which may adversely affect our business, financial condition and results of operations.

A significant labor dispute involving us or one or more of our customers or suppliers, or a labor dispute that otherwise affects our operations, could reduce our net sales and harm our profitability.

Labor disputes involving us or one or more of our customers or suppliers could affect our operations. If our customers or suppliers are unable to negotiate new labor agreements and our customers’ or suppliers’ plants experience slowdowns or closures as a result, our net sales and profitability could be negatively impacted.

While our employees are not currently unionized, they may attempt to form unions in the future, and the employees of our customers, suppliers and other service providers may be, or may in the future be, unionized. We cannot assure you that there will not be any strike, lock out or material labor dispute with respect to our business or those of our customers or suppliers in the future that materially affects our business, financial condition and results of operations.

We may be materially adversely affected by high fuel prices.

Fluctuations in the global supply of crude oil and the possibility of changes in government policies on the production, transportation and marketing of jet fuel make it impossible to predict the future availability and price of jet fuel. In the event there is an outbreak or escalation of hostilities or other conflicts or significant disruptions in oil production or delivery in oil-producing areas or elsewhere, there could be reductions in the production or importation of crude oil and significant increases in the cost of jet fuel. If there were major reductions in the availability of jet fuel or significant increases in its cost, commercial airlines would face increased operating costs. Due to the competitive nature of the airline industry, airlines are often unable to pass on increases in fuel prices to customers by increasing fares. As a result, an increase in jet fuel could result in a decrease in net income from either lower margins or, if airlines increase ticket fares, lower net sales from reduced airline travel. Decreases in airline profitability could decrease the demand for new commercial aircraft, resulting in delays of or reductions in deliveries of commercial aircraft that utilize the products we sell, and, as a result, our business, financial condition and results of operations could be materially adversely affected.

Our financial results may fluctuate from period-to-period, making quarter-to-quarter comparisons of our business, financial condition and results of operations less reliable indicators of our future performance.

There are many factors, such as the cyclical nature of the aerospace industry, fluctuations in our ad hoc sales, delays in major aircraft programs, planned production shutdowns, downward pressure on sales prices and changes in the volume of our customers’ orders that could cause our financial results to fluctuate from period-to-period. A significant diminution in our ad hoc sales in any given period could result in fluctuations in our financial results and operating margins. As a result of these factors, we believe that quarter-to-quarter comparisons of our financial results are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance.

We will continue to incur significant costs as a result of operating as a publicly traded company, and our management is required to devote substantial time to public company compliance requirements and investor needs.

As a publicly traded company, we will continue to incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and the rules of the SEC have imposed various requirements on public companies. Our management and other personnel will continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will continue to result in increased legal and financial compliance costs compared to a private company and make some activities more time-consuming and costly. For example, we believe these rules and regulations make it more difficult and more expensive for us to maintain appropriate levels of director and officer liability insurance.

Our reputation and/or our business, financial condition and results of operations could be adversely affected if one of the products we sell causes an aircraft to crash.

We may be exposed to liabilities for personal injury, death or property damage due to the failure of a product we have sold. We typically agree to indemnify our customers against certain liabilities resulting from the products we sell, and any third-party indemnification we seek from our suppliers and our liability insurance may not fully cover our indemnification obligations to customers. We also may not be able to maintain insurance coverage in the future at an acceptable cost. Any liability for which third-party indemnification is not available that is not covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

In addition, a crash caused by one of the products we have sold could damage our reputation for selling quality products. We believe our customers consider safety and reliability as key criteria in selecting a provider of aircraft products and believe our reputation for quality assurance is a significant competitive strength. If a crash were to be caused by one of the products we sold, or if we were to otherwise fail to maintain a satisfactory record of safety and reliability, our ability to retain and attract customers may be materially adversely affected.

We sell products to a highly regulated industry and our business may be adversely affected if our suppliers or customers lose government approvals, if more stringent government regulations are enacted or if industry oversight is increased.

The aerospace industry is highly regulated in the United States and in other countries. The FAA prescribes standards and other requirements for aircraft components in the U.S. and comparable agencies, such as the European Aviation Safety Agency, the Civil Aviation Administration of China and the Japanese Civil Aviation Bureau, regulate these matters in other countries. Our suppliers and customers must generally be certified by the FAA, the DoD and similar agencies in foreign countries. If any of our suppliers’ government certifications are revoked, we would be less likely to buy such supplier’s products, and, as a result, would need to locate a suitable alternate supply of such products, which we may be unable to accomplish on commercially reasonable terms or at all. If any of our customers’ government certifications are revoked, their demand for the products we sell would decline. In each case, our business, financial condition and results of operations may be adversely affected.

In addition, if new and more stringent government regulations are adopted or if industry oversight increases, our suppliers and customers may incur significant expenses to comply with such new regulations or heightened industry oversight. In the case of our suppliers, these expenses may be passed on to us in the form of price increases, which we may be unable to pass along to our customers. In the case of our customers, these expenses may limit their ability to purchase products from us. In each case, our business, financial condition and results of operations may be adversely affected.

Risks Related to our Common Stock

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your common stock at or above the price you paid for your common stock. The market price of our common stock could fluctuate significantly for various reasons, including:

●

our operating and financial performance and prospects;

●

our quarterly or annual earnings or those of other companies in our industry;

●

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

●

changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;

●

the failure of securities analysts to cover our common stock or changes in analyst recommendations;

●

credit ratings downgrades or other negative actions by ratings agencies for us or our subsidiaries;

●

strategic actions by us or our competitors, such as acquisitions or restructurings;

●

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

●

changes in accounting standards, policies, guidance, interpretations or principles;

●

the delay in impact on our profitability caused by the time lag between when we experience cost increases until these increases flow through cost of sales because of our method of accounting for inventory, or the impact from our inability to pass on such cost increases to our customers;

●

material litigation or government investigations;

●

changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;

●

changes in key personnel;

●

sales of common stock by us or members of our management team;

●

the volume of trading in our common stock; and

●

the realization of any risks described under “Risk Factors.”

In addition, in recent years, the U.S. stock market has experienced significant price and volume fluctuations. This volatility has significantly impacted the market price of securities issued by many companies, including companies in our industry. The changes have often been unrelated or disproportionate to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with our Company, and these fluctuations could materially reduce our share price and cause you to lose all or part of your investment.

We have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your common stock.

We have no plans to pay regular dividends on our common stock. We generally intend to invest our future earnings, if any, to fund our growth and reduce debt. Any payment of future dividends will be at the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment. You may not record a gain on your investment when you sell your common stock and you may lose the entire amount of the investment.

Future sales of our common stock in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in our Company and may adversely affect the market price of our common stock.

We and our existing stockholders may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible debt securities to finance future investments including acquisitions.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

We are in litigation and cannot assure a favorable outcome.

E.R. Troika, Ltd. et al. v. Boruch P. Freedman et al., Case No. 15-003786-CA-01 (Eleventh Judicial Circuit in and for Miami-Dade County, FL). On November 14, 2017, E.R. Troika, Ltd. and JSC Airline Burundaivia (the “Plaintiffs”) filed a lawsuit against approximately nineteen individuals and entities, including BlackPoll Fleet International, Inc. f/k/a Basta Holdings Corp. The lawsuit alleges that, from November 2013 through March 2016, BlackPoll received avoidable transfers from WAB International, Inc. (“WAB”) in the amount of $1,810,808. On January 24, 2018, BlackPoll filed its response to the lawsuit, asserting that the payments to BlackPoll were not avoidable but rather done for reasonably equivalent value pursuant to valid contracts. BlackPoll intends to defend this lawsuit and is currently engaging in discovery concerning the Plaintiffs’ claims.

Risks Related to Our Stock

The price of our stock historically has been volatile. This volatility may negatively affect the price of our stock.

The Company’s stock continues to experience substantial price volatility. This volatility may negatively affect the price of our stock at any point in time. Our stock price is likely to be subject to significant price and volume fluctuations in response to market and other factors, including, but not limited to:

	●	announcements concerning our competitors, the aviation industry or the economy in general;

	●	announcements concerning the availability of the type of aircraft we service;

	●	general and industry-specific economic conditions;

	●	changes in the price of aircraft fuel;

	●	changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;

	●	additions or departures of key members of management;

	●	indebtedness we may incur in the future;

	●	speculation or reports by the press or investment community with respect to us or our industry in general;

	●	announcements by us or our competitors with respect to significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

	●	changes or proposed changes in laws or regulations affecting the domestic or foreign aviation industry or enforcement of these laws and regulations, or announcements relating to these matters; and

	●	The Securities and Exchange Commission temporarily suspended trading in the Company’s Securities on April 30, 2018. The trading suspension terminated, and trading resumed on May 14, 2018.

These broad market and industry factors may decrease the market price of our stock, regardless of our actual operating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations, including periods of sharp decline. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

One shareholder owns a majority of our outstanding voting stock and he has the ability to control all shareholder decisions including, among others, the election of directors.

More than 66% of our issued and outstanding voting stock is owned by Dan Oran. As a result, Mr. Oran has the right and power to control all decisions that come up for stockholder vote and he has the ability to control the election of all directors. He may not exercise his voting rights in a manner than minority stockholders would find acceptable or that minority stockholders would find to be in their best interests. In addition, he might refuse to approve transactions, such as takeover offers, that other stockholders may want. His control of a majority of the outstanding stock may also make it less likely that other people will be interested in acquiring stock of the Company, thus inhibiting the development of an active, liquid trading market for our common stock.

We have substantial additional authorized shares of common stock that we may issue for a variety of reasons which may dilute your percentage ownership, decrease your voting power, and possibly result in a change of control.

Our Articles of Incorporation, as amended, authorize the issuance of 250,000,000 shares of common stock, $.001 par value per share. We have 27,358,052 shares of common stock outstanding. Our board of directors has the authority to issue additional shares of common stock up to the authorized amount stated in our Articles of Incorporation. Under many circumstances, those additional shares may be issued without further stockholder approval and in most cases, stockholders will not have the preemptive right to subscribe to the additional shares we may issue.

Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or other types of property, or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change of control of the company.

Additional financings may dilute the holdings of our current shareholders.

To provide capital for the operation of our business, we may enter into additional financing arrangements. These arrangements may involve the issuance of new shares of common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these transactions could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.

There is currently a very limited public market for our common stock. Failure to develop or maintain a trading market could negatively affect its value and make it difficult or impossible for you to sell your shares.

Provisions in Nevada law and our certificate of incorporation and amended and restated bylaws may inhibit a takeover of us, which could cause the market price of our stock to decline and could entrench management.

Our certificate of incorporation and amended and restated bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests, including the ability of our Board of Directors to designate the terms of and issue new series of preferred stock, a prohibition on our stockholders from calling special meetings of the stockholders, and advance notice requirements for stockholder proposals and director nominations. In addition, Nevada General Corporation Law, prohibits a public Nevada corporation from engaging in certain business combinations with an “interested stockholder” (as defined in such section) for a period of three years following the time that such stockholder became an interested stockholder without the prior consent of our board of directors. The effect of Nevada General Corporation Law, as well as these charter and bylaws provisions, may make the removal of management more difficult. It may also impede a merger, takeover or other business combination or discourage a potential acquirer from making a tender offer for our stock, which, under certain circumstances, could reduce the market price of our stock.

We have earned limited revenue and our ability to sustain our operations is dependent upon our ability to raise capital. Our independent registered public accountant has expressed substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $286,214 and $518,626 for the years ended October 31, 2018, and October 31, 2017, respectively, and have recognized revenue of $317,155 and $65,042, respectively. Our future is dependent upon our ability to obtain financing and upon achieving future profitable operations. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern for one year from the issuance of the financial statements. Our independent public accounting firm, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional capital. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan.

We may require additional funding to conduct our proposed operations for a period of one year. After one year we may need additional financing. If we do not generate any revenue we may need a minimum of $100,000 of  additional funding to pay for ongoing SEC filing requirements and working capital. We do not currently have any arrangements for additional financing.

Because we are a small company and do not have much capital, our marketing campaign may not be enough to attract sufficient clients to operate profitably. If we are unable to make a profit, we will suspend or cease operations.

Due to the fact we are a small company and do not have much capital, we must limit our marketing activities and may not be able to make our products known to potential customers. Because our marketing activities are limited, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

Key management personnel may leave the Company, which could adversely affect the ability of the Company to continue operations.

The Company is entirely dependent upon the efforts of its senior executives. The Company does not have employment agreements in place with its officers or directors. The departure or the loss of any key could have a material adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure of key personnel. However, there is no guarantee that replacement personnel, if any, will be located and if located will help the Company to operate profitably. The Company does not currently maintain key person life insurance on its officers or directors.

Any additional funding we arrange through the sale of our common stock will result in dilution to existing shareholders.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional  capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders’ interests in our company to be diluted. Such dilution will negatively affect the value of an investor’s shares.

As an “emerging growth company” under the JOBS Act, we are permitted to rely upon exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to,  rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we  will not be required to:

-● ~~have~~Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; ● Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● Submit certain executive compensation matters to shareholder advisory votes, such as ―say-on-pay and say-on-frequency; and ● Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

- comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

- submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

- disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

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 have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the  first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large   accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the  market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of  our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in  non-convertible debt during the preceding three -year period.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less  active trading market for our common stock and our stock price may be more volatile.

~~RISKS~~Specific ~~ASSOCIATED~~Risks ~~WITH~~Related ~~THIS~~To ~~OFFERING~~Finance

~~BECAUSE~~We ~~THE~~will ~~OFFERING~~need ~~PRICE~~to ~~HAS~~raise ~~BEEN~~additional ~~ARBITRARILY~~capital. ~~SET~~If BYwe ~~THE~~are ~~COMPANY,~~unable to ~~YOU~~raise ~~MAY~~additional ~~NOT~~capital, ~~REALIZE~~our Abusiness ~~RETURN~~may ~~ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.~~fail 

~~The~~We ~~offering~~will ~~price~~need ~~and other terms and conditions relative~~ to ~~the~~raise ~~Company’s~~additional ~~shares~~capital. ~~have~~Our ~~been~~current ~~arbitrarily~~working ~~determined~~capital is ~~by us and do~~ not ~~bear~~expected ~~any relationship~~ to ~~assets,~~be ~~earnings,~~sufficient ~~book~~to ~~value~~carry orout ~~any other objective criteria~~ all  of ~~value.~~our ~~Additionally,~~plans asto ~~the~~secure ~~Company was formed on May 11~~additional financing, ~~2011~~we ~~and~~may ~~has~~need ~~only~~to aborrow ~~limited~~money ~~operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser~~ or ~~other~~sell ~~independent~~more ~~third~~securities. ~~party~~Under ~~has been consulted concerning~~ the ~~offering price for the shares or the fairness of the offering price used for the shares~~  current circumstances, aswe ~~such our stockholders~~ may ~~not~~ be ~~able~~unable to ~~receive~~secure aadditional ~~return~~financing on ~~their~~favorable ~~investment~~terms, ~~when~~if ~~they~~available ~~sell~~at ~~their~~all ~~shares~~in ofwhich ~~common~~case ~~stock~~our business may fail.

~~OUR~~The ~~PRESIDENT,~~market ~~MS.~~price LUof ~~DOES~~our ~~NOT~~common ~~HAVE~~stock ~~ANY~~may ~~PRIOR~~be ~~EXPERIENCE~~volatile ~~OFFRERING~~which could ~~AND~~adversely ~~SELLING~~affect ~~SECURITIES,~~the ~~AND~~value ~~OUR~~of ~~OFFERING~~your ~~DOES~~investment  in ~~NOT~~our ~~REQUIRE~~common ~~A MIMIMUM AMOUNT TO BE RAISED~~stock. ~~AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.~~

~~Ms.~~The Lutrading ~~does~~price ~~not~~of ~~have~~our ~~any~~common ~~experience~~stock ~~conducting~~may abe ~~securities~~highly ~~offering.~~volatile ~~Consequently,~~and could ~~we may not~~ be ~~able~~subject to ~~raise~~wide ~~any~~fluctuations ~~funds~~in ~~successfully.~~response ~~Also, the best effort offering does not require a minimum amount~~ to bevarious ~~raised~~factors. IfSome weof ~~are~~the ~~not~~factors ~~able~~that ~~to raise sufficient funds, we~~ may ~~not~~cause bethe ~~able~~market toprice ~~fund~~of our common ~~operations~~stock ~~as planned, and our business will suffer and your investment may be materially adversely affected. Our inability~~ to ~~successfully~~fluctuate ~~conduct~~include, abut ~~best-effort~~are ~~offering~~not ~~could~~limited ~~be the basis of your losing your entire investment in us.~~to:

~~Page | 11~~ 17

WE● ~~ARE~~Fluctuations ~~SELLING~~in ~~THIS~~our ~~OFFERING~~quarterly ~~WITHOUT~~financial ANresults ~~UNDERWRITER~~or ~~AND~~the ~~MAY~~quarterly BEfinancial ~~UNABLE~~results TOof ~~SELL~~companies ~~ANY~~perceived ~~SHARES~~to be similar to us; ● Changes in estimates of our financial results or recommendations by securities analysts; ● Changes in market valuations of similar companies; ● Changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; ● Regulatory developments in Canada, United States or foreign countries; ● Litigation involving our Company, our general industry or both; ● Investors’ general perception of us; and ● Changes in general economic, industry and market conditions.

~~This~~You ~~offering~~may isexperience ~~self-underwritten,~~dilution ~~that~~of ~~is,~~your weownership ~~are~~interests ~~not going~~ due to ~~engage~~ the ~~services~~future issuance of anadditional ~~underwriter to sell the~~ shares; weof ~~intend to sell~~ our  common ~~shares~~stock ~~through~~which ~~our President, who will receive no commissions. There is no guarantee that she will~~ could be ~~able~~materially adverse to ~~sell any of~~ the ~~shares.~~value ~~Unless she is successful in selling at least half~~ of ~~the shares and we receive the proceeds in the amount of $30,000 from this offering, we may have to seek alternative financing to implement~~ our ~~business~~common ~~plan~~stock.

~~THE~~As ~~TRADING~~of INthe ~~OUR~~date ~~SHARES~~of ~~WILL~~this BERegistration ~~REGULATED~~Statement, BYwe ~~THE~~have ~~SECURITIES~~27,358,052 shares ~~AND~~of ~~EXCHANGE~~our ~~COMMISSION~~common ~~RULE~~stock ~~15G-9~~issued ~~WHICH~~and ~~ESTABLISHED~~outstanding. ~~THE~~We ~~DEFINITION~~are OFauthorized Ato ~~“PENNY~~issue ~~STOCK~~up to 250,000,000 shares of common stock.” Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted, and such equity securities may have rights, preferences or privileges senior or more advantageous to our common stockholders.

~~The~~If ~~shares~~our ~~being~~common ~~offered are defined as a penny~~ stock ~~under~~remains ~~the~~subject ~~Securities~~to ~~and Exchange Act of 1934, as amended (~~the ~~“Exchange~~SEC’s ~~Act”), and rules of the Commission. The Exchange Act and such~~ penny stock rules, ~~generally impose additional sales practice and disclosure requirements on~~ broker-dealers ~~who~~may ~~sell~~experience ~~our~~difficulty ~~securities to persons other than certain accredited investors who are, generally, institutions with assets~~ in ~~excess~~completing ofcustomer ~~$3,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in~~ transactions ~~not~~and ~~recommended~~trading byactivity ~~the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures~~ in ~~penny~~our ~~stock~~securities may ~~transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to~~ be ~~received~~adversely ~~by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission~~affected. ~~Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.~~

~~DUE~~Our TOcommon ~~THE~~stock ~~LACK~~will, OFfor Athe ~~TRADING~~foreseeable ~~MARKET~~future, ~~FOR~~be ~~OUR~~a ~~SECURITIES~~low-priced security, ~~YOU~~or ~~MAY~~a ~~HAVE~~“penny ~~DIFFICULTY~~stock”. ~~SELLING~~Unless ~~ANY~~our ~~SHARES~~common ~~YOU~~stock ~~PURCHASE~~is INlisted ~~THIS~~on ~~OFFERING~~a national securities exchange, including the Nasdaq Capital Market or we have stockholders’ equity of $5,000,000 or less and our common stock has a market price per share of less than $4.00, transactions in our common stock will be subject to the SEC’s “penny stock” rules. If our common stock remains subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

WeIn ~~are~~accordance ~~not~~with ~~registered~~these onrules, ~~any~~broker-dealers ~~market~~participating orin transactions ~~public~~in ~~stock~~low-priced ~~exchange.~~securities ~~There~~must isfirst ~~presently~~deliver noa ~~demand~~risk ~~for~~disclosure ~~our~~document ~~common~~that ~~stock~~describes ~~and~~the norisks ~~public~~associated ~~market~~with ~~exists~~such stocks, ~~for~~ the ~~shares~~broker-dealer’s ~~being~~duties ~~offered~~ in ~~this~~selling ~~prospectus.~~the Westock, ~~plan to contact a market maker immediately following~~ the ~~completion~~customer’s ofrights ~~the~~and ~~offering~~remedies and ~~apply~~certain tomarket ~~have~~and other ~~the~~information. ~~shares~~Furthermore, ~~quoted on~~ the ~~Over~~broker-~~the-Counter~~dealer ~~Bulletin~~must ~~Board~~make ~~(“OTCBB”). The OTCBB is~~ a ~~regulated~~suitability ~~quotation~~determination ~~service~~approving ~~that~~the ~~displays~~customer ~~real~~for low-~~time~~priced ~~quotes,~~stock transactions ~~last~~based ~~sale~~on ~~prices and volume information in over-~~the~~-counter~~ ~~securities.~~customer’s ~~The~~financial ~~OTCBB is not an issuer listing service~~situation, ~~market~~investment orexperience ~~exchange~~and objectives. ~~Although~~Broker-dealers ~~the~~must ~~OTCBB~~also disclose ~~does~~these ~~not~~restrictions ~~have~~in ~~any~~writing ~~listing requirements,~~ to ~~be eligible for quotation on~~ the ~~OTCBB~~customer, ~~issuers~~obtain ~~must~~specific ~~remain~~written ~~current~~consent infrom ~~their filings with~~ the ~~SEC~~customer, orand ~~applicable~~provide ~~regulatory~~monthly account ~~authority.~~statements ~~If we are not able~~ to ~~pay~~ the ~~expenses~~customer. ~~associated~~The ~~with~~effect ~~our~~of ~~reporting~~these ~~obligations~~restrictions we will ~~not~~probably bedecrease ~~able to apply for quotation on~~ the ~~OTC~~willingness ~~Bulletin~~of ~~Board.~~broker-dealers ~~Market makers are not permitted~~ to make ~~begin quotation of~~ a ~~security~~market ~~whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent~~ in ~~their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that~~ our ~~application~~common ~~will be accepted or approved and our~~ stock, ~~listed~~decrease ~~and~~liquidity ~~quoted for sale. As~~ of ~~the~~our ~~date~~common ofstock ~~this filing, there have been no discussions or understandings between Basta Holdings, Corp.~~ and ~~anyone~~increase ~~acting~~transaction oncosts ~~our behalf, with any market maker regarding participation in a future trading market~~ for ~~our~~sales ~~securities.~~and Ifpurchases of ~~no market is ever developed for~~ our common stock, itas ~~will~~compared ~~be difficult for you~~ to ~~sell~~other ~~any shares you purchase in this offering~~securities. InOur ~~such~~management ais ~~case,~~aware ~~you~~of ~~may~~the ~~find~~abuses that ~~you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to~~ have ~~our~~occurred ~~common~~historically ~~stock~~in ~~quoted~~the penny ~~on a public trading market, your common~~ stock ~~will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment~~market.

~~Page~~As |a 12result, if our common stock remains subject to the penny stock rules, the market price of our securities may be depressed, and our stockholders may find it more difficult to sell our securities.

WEIf ~~WILL~~a ~~INCUR~~trading ~~ONGOING~~market ~~COSTS~~for ~~AND~~our ~~EXPENSES~~securities ~~FOR~~develops, ~~SEC~~it ~~REPORTING~~may ~~AND~~be volatile ~~COMPLIANCE.~~which ~~WITHOUT~~could ~~REVENUE~~make WEit ~~MAY~~difficult ~~NOT~~to BEsell ~~ABLE~~shares TOof  common ~~REMAIN~~stock INor ~~COMPLIANCE,~~cause sales ~~MAKING~~of ITcommon ~~DIFFICULT~~stock ~~FOR~~at ~~INVESTORS~~a ~~TO SELL THEIR SHARES, IF AT ALL~~loss.

The estimated cost of this registration statement is $8,000. We will have to utilize funds from Chunfeng Lu, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $10,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.18

WEIf ~~MAY~~an BEactive ~~EXPOSED~~trading TOmarket ~~POTENTIAL~~does ~~RISKS~~develop, ~~AND~~the ~~SIGNIFICANT~~market ~~EXPENSES~~price ~~RESULTING~~of ~~FROM~~our common ~~THE~~stock ~~REQUIREMENTS~~is ~~UNDER~~likely ~~SECTION 404~~to OFbe ~~THE~~highly ~~SARBANES-OXLEY~~volatile ~~ACT~~due  to, OFamong ~~2002~~other things, the nature of our business and because we are a new public company with a limited  operating history. Furthermore, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will  subject the price of our common stock to manipulation by one or more stockholders and will significantly limit the number of shares that an investor can purchase or sell in a short period of time.

WeThe ~~will~~equity bemarkets ~~required,~~have ~~pursuant~~recently toexperienced ~~Section 404~~significant ofprice ~~the~~and volume ~~Sarbanes-Oxley~~fluctuations ~~Act~~that ofhave ~~2002,~~adversely toaffected ~~include in our annual report our assessment of~~ the ~~effectiveness~~market ofprices ~~our~~for ~~internal~~many ~~control~~companies’ ~~over financial reporting~~securities. We ~~expect~~These tofluctuations ~~incur~~may not ~~significant~~be ~~continuing~~directly ~~costs,~~attributable ~~including accounting fees and staffing costs, in order~~ to ~~maintain compliance with~~ the  operating ~~internal~~performance ~~control requirements~~ of ~~the~~these ~~Sarbanes-Oxley Act of 2002~~companies. Any ~~Development~~such offluctuations ~~our~~may ~~business~~adversely ~~will~~affect ~~necessitate~~the ~~ongoing~~market ~~changes~~price toof our  common ~~internal control systems~~stock, regardless ~~processes~~of ~~and~~our ~~information~~actual ~~systems~~operating performance. IfAs ~~our~~a ~~business develops and grows~~result, ~~our~~stockholders ~~current~~may ~~design for internal control over financial reporting will not~~ be ~~sufficient~~unable to ~~enable~~sell ~~management~~their ~~to determine that our internal controls are effective for any period~~shares, or onmay anbe ~~ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes~~ forced to ~~our~~sell ~~internal~~shares ~~control systems, processes and information systems, all~~ of ~~which~~our ~~will~~common ~~require~~stock ~~additional~~at ~~costs~~a ~~and expenses~~loss.

InShares ~~the~~eligible for future, ifsale wemay ~~fail~~adversely toaffect ~~complete~~ the ~~annual~~market price ~~Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss~~ of ~~public confidence in~~ our ~~internal~~common ~~controls~~stock. InThe ~~addition,~~future ~~any~~sale ~~failure~~of toa  substantial ~~implement~~amount ~~required~~of ~~new or improved controls, or difficulties encountered in their implementation, could harm~~ our ~~operating~~restricted stock ~~results or cause us to fail to meet our reporting obligations. However, as an “emerging growth company,” as defined~~ in the ~~JOBS Act, our independent registered~~ public ~~accounting~~marketplace ~~firm~~could ~~will~~reduce ~~not be required to formally attest to~~ the ~~effectiveness~~price of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth companycommon  stock. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

~~BECAUSE~~From WEtime ~~ARE~~to ~~NOT~~time, ~~SUBJECT~~certain TOof ~~COMPLIANCE~~our ~~WITH~~stockholders ~~RULES~~may ~~REQUIRING~~be ~~THE~~eligible ~~ADOPTION~~to sell OFtheir ~~CERTAIN~~shares ~~CORPORATE~~of ~~GOVERNANCE~~common ~~MEASURES~~stock by means of  ordinary brokerage transactions in the open market pursuant to Rule 144 of the Securities Act of 1933, ~~OUR~~as ~~SHAREHOLDERS~~amended, ~~HAVE~~subject ~~LIMITED~~to ~~PROTECTIONS~~certain ~~AGAINST~~compliance ~~INTERESTED~~requirements. In ~~DIRECTOR~~general, ~~TRANSACTIONS~~pursuant Rule 144, ~~CONFLICTS~~unaffiliated OFstockholders ~~INTEREST~~who ~~AND~~have ~~SIMILAR~~satisfied ~~MATTERS~~a six-month holding period may sell shares of our common stock, so long as we have filed all required reports under Section 13 or 15(d) of the Exchange Act during the applicable period preceding such sale. Generally, once a period of six months has elapsed since the date the common stock was acquired from us or from an affiliate of ours, unaffiliated stockholders can freely sell shares of our common stock so long as the requisite conditions of Rule 144 and other applicable rules have been satisfied. Any substantial sales of common stock pursuant to Rule 144 may have an adverse effect on the market price of our common stock.

~~The~~Failure ~~Sarbanes-Oxley~~to ~~Act~~achieve ~~of 2002, as well as rule changes proposed~~ and ~~enacted~~maintain byinternal ~~the~~controls ~~SEC,~~in ~~the~~accordance with ~~New~~Sections ~~York~~302 and ~~American Stock Exchanges and the Nasdaq Stock Market, as~~ 404(a) ~~result~~ of the Sarbanes- Oxley, ~~require~~Act ~~the implementation~~ of ~~various~~2002 ~~measures~~could ~~relating~~have toa material ~~corporate~~adverse ~~governance.~~effect ~~These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed~~ on ~~those~~our ~~exchanges~~business ~~or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions~~ and ~~because~~stock ~~we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures~~price.

~~Because~~If ~~none~~we offail ~~our~~to ~~directors~~maintain ~~are~~adequate ~~independent,~~internal wecontrols door ~~not~~fail ~~currently~~to ~~have~~implement required ~~independent~~new ~~audit~~ or ~~compensation~~improved ~~committees.~~controls, Asas asuch  control ~~result~~standards are modified, ~~the~~supplemented or ~~director~~amended ~~has~~from ~~the~~time ~~ability,~~to ~~among~~time; ~~other~~we ~~things,~~may not be able to ~~determine~~assert ~~her~~that ~~own~~we   have ~~level~~effective internal ofcontrols ~~compensation~~over financial reporting. ~~Until~~Effective weinternal ~~comply~~controls ~~with~~are ~~such~~necessary ~~corporate~~for ~~governance~~us ~~measures,~~to ~~regardless~~produce ofreliable ~~whether~~financial ~~such~~reports and ~~compliance~~are isimportant ~~required,~~in the ~~absence~~prevention of ~~such~~financial ~~standards~~fraud. ofIf ~~corporate~~we ~~governance~~cannot ~~may~~produce ~~leave~~reliable ~~our~~financial ~~shareholders~~reports ~~without~~or ~~protections~~prevent ~~against~~fraud, ~~interested~~our ~~director~~business and ~~transactions,~~operating ~~conflicts~~results ofcould ~~interest~~be ~~and~~harmed, ~~similar~~investors ~~matters~~could ~~and~~lose ~~investors~~confidence ~~may~~in beour ~~reluctant~~reported tofinancial ~~provide~~information, usand ~~with~~there ~~funds~~could ~~necessary~~be a material toadverse ~~expand~~effect on our ~~operations.~~stock price.

Page | 13

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

USE OF PROCEEDS

~~Our~~We ~~offering~~will isnot ~~being~~receive made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.03. The following table sets forth the uses of any proceeds ~~assuming~~from the sale ofor ~~one-third,~~other ~~two-third~~dispositions ~~and 100%, respectively,~~ of the ~~securities~~shares ~~offered~~covered ~~for~~hereby ~~sale~~ by the ~~Company.~~Selling We reserve the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated in an amended prospectus reflecting the sameStockholder. ~~There is no assurance that we will raise the full $90,000 as anticipated.~~

Gross proceeds		$30,000		$60,000		$90,000
Offering expenses	$	8,000	$	8,000	$	8,000
Net proceeds	$	22,000	$	52,000	$	82,000
Establishing an office	$	2,000	$	3,000	$	4,000
Website development	$	2,000	$	3,500	$	5,000
Sales person salary	$	-	$	12,000	$	24,000
Marketing and advertising	$	7,000	$	21,000	$	35,000
SEC reporting and compliance	$	10,000	$	10,000	$	10,000
Miscellaneous expenses	$	1,000	$	2,500	$	4,000

The above figures represent only estimated costs. If necessary, Chunfeng Lu, our president and director, has verbally agreed to loan the Company funds to complete the registration process. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Ms. Lu will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Lu. Ms. Lu will be repaid from revenues of operations if and when we generate revenues to pay the obligation.

Page | 14

DETERMINATION OF OFFERING PRICE

~~The~~Our ~~offering~~shares ~~price~~ of ~~the~~common ~~shares~~stock ~~has~~are ~~been~~eligible ~~determined~~for ~~arbitrarily~~quotation byon ~~us. The~~the ~~price~~OTC Pink ~~does~~under ~~not~~the ~~bear~~symbol ~~any~~“BPOL”. However, ~~relationship to~~ our ~~assets,~~shares ~~book~~do ~~value,~~not ~~earnings,~~trade or other ~~established~~than ~~criteria~~on ~~for~~an ~~valuing~~extremely alimited ~~privately~~and ~~held company~~sporadic basis. In ~~determining~~The ~~the~~following ~~number~~table ofsets ~~shares~~forth tofor bethe ~~offered~~periods ~~and~~indicated the ~~offering~~range ~~price,~~of wehigh ~~took~~and ~~into~~low ~~consideration~~quotations ~~our~~per ~~cash~~share onas ~~hand~~reported ~~and~~on the OTC ~~amount~~Pink ofsince ~~money~~the wefirst ~~would~~period ~~need~~for towhich ~~implement~~figures ~~our~~are ~~business plan~~available. ~~Accordingly,~~ ~~the~~These ~~offering~~quotations ~~price~~represent ~~should~~inter-dealer ~~not~~prices, bewithout ~~considered~~retail markups, anmarkdowns ~~indication~~or ofcommissions ~~the~~and ~~actual~~may ~~value~~not ofnecessarily ~~the~~represent ~~securities~~actual transactions.

~~DILUTION~~19

The price of the current offering is fixed at $0.03 per share. This price is significantly higher than the price paid by the Company’s officer for common equity since the Company’s inception on May 11, 2011. Chunfeng Lu, the Company’s sole officer and director, paid $.001 per share for the 3,000,000 shares of common stock she purchased from the Company on May 21, 2012.

Year 2018	High		Low
First Quarter	$	1.90	$	0.85
Second Quarter	$	2.00	$	0.85
Third Quarter	$	—	$	—
Fourth Quarter	$	—	$	—

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

Year 2017	High		Low
First Quarter	$	0.12	$	0.02
Second Quarter	$	0.29	$	0.02
Third Quarter	$	1.62	$	0.03
Fourth Quarter	$	1.50	$	1.01

AsDIVIDEND ~~of October 31, 2012, the net tangible book value of our shares of common stock was $2,717 or approximately $0.0009 per share based upon 3,000,000 shares outstanding.~~POLICY

IfWe ~~100%~~have never declared or paid cash dividends on our common stock. Currently, we intend to retain all of our future earnings, if any, to finance the ~~Shares~~growth and ~~Are~~development ~~Sold:~~of our business. In addition, the terms of certain of our outstanding securities prohibit us from paying dividends on our common stock. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

~~Upon~~SELLING ~~completion~~SECURITY of this offering, in the event all of the shares are sold, the net tangible book value of the 6,000,000 shares to be outstanding will be $84,717 or approximately $0.0141 per share. The net tangible book value per share prior to the offering is $0.0009. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0132 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.03 per share to $0.0141 per share. HOLDERS

~~After~~This ~~completion~~prospectus ofrelates ~~this~~to ~~offering,~~the ifresale ~~3,000,000~~or ~~shares~~other ~~are~~disposition ~~sold,~~from time ~~investors~~to intime by the ~~offering~~Selling ~~will~~Stockholder ~~own~~identified ~~50%~~herein of ~~the~~up ~~total~~to ~~number~~an ofaggregate ~~shares then outstanding for which they will have made cash investment~~ of ~~$90~~4,~~000~~170,000 ~~or $0.03 per share. Our existing stockholder will own 50% of the total number of~~ shares ~~then outstanding, for which she has made contributions~~ of ~~cash~~our ~~totalling~~common ~~$3,000~~stock.~~00 or $0.001 per share.~~

IfThe ~~two-third~~following table sets forth for the selling stockholder, the name, the number and percentage of shares of common stock beneficially owned as of March 11, 2019, the ~~Shares~~maximum ~~Are~~number ~~Sold~~of shares of common stock that may be offered pursuant to this prospectus and the number and percentage of shares of common stock that would be beneficially owned after the sale of the maximum number of shares of common stock, and is based upon information provided to us by the selling stockholder for use in this prospectus. The information presented in the table is based on 27,358,052 shares of our common stock outstanding on March 5, 2019

~~Upon~~Beneficial ~~completion~~ownership ofis ~~this~~determined ~~offering,~~ in ~~the~~accordance ~~event~~with ~~2,000,000 shares are sold,~~ the ~~net tangible book value~~ rules of the ~~5,000,000 shares to be outstanding will be $54,717, or approximately $0~~SEC.~~0109~~ ~~per share.~~ The ~~net~~Selling ~~tangible~~Stockholder’s ~~book~~percentage ~~value~~of ~~per~~ownership ~~share prior to the offering is $0.001. The net tangible book value~~ of ~~the shares held by~~ our ~~existing~~outstanding ~~stockholders~~shares ~~will be increased by $0.01 per share without any additional investment on their part. Investors~~ in the ~~offering~~table ~~will~~below ~~incur~~is anbased ~~immediate~~upon 27,358,052 shares ~~dilution~~of ~~from~~Common ~~$0.03~~stock ~~per~~outstanding ~~share~~as toof ~~$0.0109~~March ~~per~~5, ~~share~~2019.

After completion of this offering investors in the offering will own 40% of the total number of shares then outstanding for which they will have made cash investment of $60,000, or $0.03 per share. Our existing stockholder will own approximately 60% of the total number of shares then outstanding, for which she has made contributions of cash totaling $3,000 or $0.001 per share.

	Ownership Before Offering							After Offering (1)
Selling Stockholder	Number of Shares of Common stock Beneficially Owned		Percentage of Common stock Beneficially Owned			Number of Shares Offered		Number of Shares of Common stock Beneficially Owned		Percentage of Common stock Beneficially Owned
Vladimir Kudyakov		80,000		0.29	%		80,000		0		0
295 Queen Anne Road LLC.		20,000		0.07	%		20,000		0		0
Khfir Nahum		100,000		0.37	%		100,000		0		0
Capri International Ventures, LLC		40,000		0.15	%		40,000		0		0
Avi Menachem		100,000		0.37	%		100,000		0		0
Charng H Chen		40,000		0.15	%		40,000		0		0
Yoram Shaaltiel		100,000		0.37	%		100,000		0		0
Chabad Lubovitch of Weston		100,000		0.37	%		100,000		0		0
Walter Adelstein		20,000		0.07	%		20,000		0		0
Alexa Mehaber		10,000		0.04	%		10,000		0		0
Alana Mehaber		10,000		0.04	%		10,000		0		0
Joel Leibovitch		20,000		0.07	%		20,000		0		0
Net Zero Group Corp.		20,000		0.07	%		20,000		0		0
Abraham Samuels		20,000		0.07	%		20,000		0		0
Liron Shrem		100,000		0.37	%		100,000		0		0
S & H Land Dec LLC.		20,000		0.07	%		20,000		0		0
Nativ Ltd.		100,000		0.37	%		100,000		0		0
Alon Azron		20,000		0.07	%		20,000		0		0
Eyal Mehaber		1,180,000		4.32	%		1,180,000		0		0
Dan Oran		17,971,377		65.87	%		1,000,000		16,971,377		62.2	%
Leonard Tucker		1,996,820		7.32	%		1,000,000		996,820		3.65	%
Henry Rengifo		10,000		0.04	%		10,000		0		0
Galit Sagiv		10,000		0.04	%		10,000		0		0
Moshe Yemin		40,000		0.15	%		40,000		0		0
Robbie Hicks		10,000		0.04	%		10,000		0		0

~~Page | 15~~ 20

If(1) ~~one-third~~Represents the number of shares that will be held by the ~~Shares~~Selling ~~Are~~Stockholder ~~Sold~~after completion of this offering based on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) no other shares of our common stock are acquired or sold by the Selling Stockholder prior to completion of this offering. However, the Selling Stockholder may sell all, some or none of the shares offered pursuant to this prospectus and may sell other shares of our common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144. To our knowledge there are currently no agreements, arrangements or understanding with respect to the sale of any of the shares that may be held by the Selling Stockholder after completion of this offering or otherwise.

~~Upon~~PLAN ~~completion~~OF of this offering, in the event 1,000,000 shares are sold, the net tangible book value of the 4,000,000 shares to be outstanding will be $24,717, or approximately $0.0062 per share. The net tangible book value per share prior to the offering is $0.001. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0053 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.03 per share to $0.0062 per share.DISTRIBUTION

~~After~~The ~~completion~~selling ofstockholder, ~~this~~which ~~offering~~as ~~investors~~used herein includes donees, pledgees, transferees or other successors-in-interest ~~the~~selling ~~offering~~shares ~~will~~of ~~own~~common ~~25%~~stock received after the date of this prospectus from the ~~total~~selling ~~number~~stockholder ofas ~~shares~~a ~~then~~gift, ~~outstanding~~pledge, ~~for~~partnership ~~which~~distribution ~~they~~or ~~will~~other ~~have~~transfer, ~~made~~may, ~~cash~~from ~~investment~~time ofto ~~$30~~time,~~000~~ sell, transfer or ~~$0.03~~otherwise ~~per~~dispose ~~share.~~of ~~Our~~any ~~existing~~or ~~stockholder~~all ~~will~~of ~~own~~its ~~75%~~shares of ~~the~~common ~~total~~stock ~~number~~on ofany stock exchange, market or trading facility on which the shares ~~then~~are ~~outstanding~~traded or in private transactions. These dispositions may be at fixed prices, ~~for~~at ~~which~~prevailing ~~she~~market ~~has~~prices at ~~made~~the ~~contributions~~time of ~~cash~~sale, ~~totaling~~at $3prices related to the prevailing market price,~~000~~ orat ~~$0.001~~varying ~~per~~prices ~~share~~determined at the time of sale, or at negotiated prices.

The ~~following~~selling ~~table~~stockholder ~~compares~~may ~~the~~use ~~differences~~any ofone ~~your~~or ~~investment~~more of inthe ~~our~~following ~~shares~~methods ~~with~~when ~~the~~disposing ~~investment~~ of ~~our~~shares ~~existing~~or ~~stockholders.~~interests therein:

Existing Stockholder if all of the Shares are Sold:
Price per share	$	0.001
Net tangible book value per share before offering	$	0.0009
Potential gain to existing shareholder	$	30,000
Net tangible book value per share after offering	$	0.0141
Increase to present stockholders in net tangible book value per share
after offering	$	0.0132
Capital contributions	$	3,000
Number of shares outstanding before the offering		3,000,000
Number of shares after offering assuming the sale of one-third of shares		6,000,000
Percentage of ownership after offering		50	%
Existing Stockholder if two-third of Shares are Sold:
Price per share	$	0.001
Net tangible book value per share before offering	$	0.0009
Potential gain to existing shareholder	$	60,000
Net tangible book value per share after offering	$	0.0109
Increase to present stockholders in net tangible book value per share
after offering	$	0.01
Capital contributions	$	3,000
Number of shares outstanding before the offering		3,000,000
Number of shares after offering assuming the sale of one-third of shares		5,000,000
Percentage of ownership after offering		60	%
Existing Stockholder if one-third of Shares are Sold:
Price per share	$	0.001
Net tangible book value per share before offering	$	0.0009
Potential gain to existing shareholder	$	30,000
Net tangible book value per share after offering	$	0.0062
Increase to present stockholders in net tangible book value per share
after offering	$	0.0053
Capital contributions	$	3,000
Number of shares outstanding before the offering		3,000,000
Number of shares after offering assuming the sale of the maximum
number of shares		4,000,000
Percentage of ownership after offering		75	%
Purchasers of Shares in this Offering if all 100% Shares Sold
Price per share	$	0.03
Dilution per share	$	0.0159
Capital contributions	$	90,000
Number of shares after offering held by public investors		3,000,000
Percentage of capital contributions by existing shareholder		3.23	%
Percentage of capital contributions by new investors		96.77	%
Percentage of ownership after offering		50	%
Purchasers of Shares in this Offering if two-third of Shares Sold
Price per share	$	0.03
Dilution per share	$	0.0191
Capital contributions	$	60,000
Percentage of capital contributions by existing shareholder		4.76	%
Percentage of capital contributions by new investors		95.24	%
Number of shares after offering held by public investors		2,000,000
Percentage of ownership after offering		40	%
Purchasers of Shares in this Offering if one-third of Shares Sold
Price per share	$	0.03
Dilution per share	$	0.0238
Capital contributions	$	30,000
Percentage of capital contributions by existing shareholder		09.09	%
Percentage of capital contributions by new investors		90.91	%
Number of shares after offering held by public investors		1,000,000
Percentage of ownership after offering		25	%

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

~~Page | 16~~ 21

~~MANAGEMENT’S~~● ~~DISCUSSION~~through ~~AND~~the ~~ANALYSIS~~writing ORor ~~PLAN~~settlement OFof ~~OPERATION~~options or other hedging transactions, whether through an options exchange or otherwise; ● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; and ● a combination of any such methods of sale.

~~You~~The ~~should~~selling ~~read~~stockholder ~~the~~may, ~~following~~from ~~discussion~~time ~~and~~to ~~analysis~~time, pledge ofor ~~our~~grant ~~financial~~a ~~condition~~security ~~and~~interest ~~results~~in ofsome ~~operations~~or ~~together~~all ~~with~~of ~~our~~the ~~consolidated~~shares ~~financial~~of ~~statements~~common ~~and~~stock ~~the~~owned ~~related~~by ~~notes~~it and, ~~other~~if ~~financial~~it ~~information~~defaults ~~included elsewhere~~ in ~~this~~the ~~prospectus.~~performance of ~~Some~~its ofsecured obligations, the ~~information~~pledgees ~~contained~~or insecured ~~this~~parties ~~discussion~~may offer and ~~analysis~~sell orthe ~~set~~shares ~~forth~~of ~~elsewhere~~common instock, from time to time, under this prospectus, ~~including~~or ~~information~~under ~~with~~an ~~respect~~amendment to ~~our~~this ~~plans~~prospectus ~~and~~under ~~strategy~~Rule ~~for~~424(b)(3) ~~our~~or ~~business~~other ~~and~~applicable ~~related~~provision ~~financing,~~of ~~includes~~the ~~forward-looking~~Securities Act ~~statements~~amending ~~that~~the ~~involve~~list ~~risks~~of ~~and~~selling ~~uncertainties.~~stockholders ~~You~~to ~~should~~include ~~review~~ the ~~“Risk~~pledgee, ~~Factors”~~transferee ~~section~~or ofother ~~this~~successors ~~prospectus~~in ~~for~~interest as a ~~discussion~~selling ofstockholder under ~~important~~this ~~factors~~prospectus. ~~that~~The ~~could~~selling ~~cause~~stockholder ~~actual~~also ~~results~~may totransfer ~~differ~~the ~~materially~~shares ~~from~~of ~~the~~common ~~results~~stock ~~described~~ in orother ~~implied~~circumstances, byin which case the ~~forward-looking~~transferees, ~~statements~~pledgees ~~contained~~or other successors in interest will be the ~~following~~selling ~~discussion~~beneficial ~~and~~owners ~~analysis~~for purposes of this prospectus.

WeIn ~~qualify~~connection aswith anthe ~~“emerging~~sale ~~growth~~of ~~company”~~our ~~under~~common stock, the ~~JOBS~~selling ~~Act.~~stockholder Asmay aenter ~~result,~~into wehedging ~~are~~transactions ~~permitted~~with tobroker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholder may also sell shares of our common stock short and ~~intend~~deliver these securities to close out its short positions, ~~rely~~or onloan ~~exemptions~~or ~~from~~pledge ~~certain~~the ~~disclosure~~common stock ~~requirements~~to broker-dealers that in turn may sell these securities. ~~For~~The soselling ~~long~~stockholder asmay wealso ~~are~~enter aninto ~~emerging~~option ~~growth~~or ~~company~~other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, wewhich ~~will~~shares ~~not~~such bebroker-dealer ~~required~~or other financial institution may resell pursuant to: this prospectus (as supplemented or amended to reflect such transaction).

•The ~~have~~aggregate anproceeds ~~auditor~~to ~~report~~the onselling ~~our~~stockholder from ~~internal~~the ~~controls~~sale ~~over~~of ~~financial~~the ~~reporting~~common ~~pursuant~~stock offered by it will be the purchase price of the common stock less discounts or commissions, if any. The selling stockholder reserves the right to ~~Section~~accept ~~404(b)~~and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the ~~Sarbanes-Oxley~~proceeds from ~~Act;~~the sale of common stock by the selling stockholder.

•The ~~comply~~selling ~~with~~stockholder ~~any~~also ~~requirement~~may ~~that~~resell ~~may~~all or bea ~~adopted~~portion byof the ~~Public~~shares ~~Company~~in ~~Accounting~~open ~~Oversight~~market ~~Board~~transactions ~~regarding~~in ~~mandatory~~reliance ~~audit~~upon ~~firm~~Rule ~~rotation~~144 orunder ~~a supplement to~~ the ~~auditor’s~~Securities ~~report~~Act ~~providing~~of ~~additional~~1933, ~~information~~provided ~~about~~that they meet the ~~audit~~criteria and ~~the~~conform ~~financial~~to ~~statements~~the ~~(i.e.,~~requirements anof ~~auditor~~that ~~discussion and analysis);~~rule.

•The ~~submit~~selling ~~certain~~stockholder ~~executive~~and ~~compensation~~any ~~matters~~underwriters, broker-dealers toor ~~shareholder~~agents ~~advisory~~that ~~votes,~~participate ~~such~~in asthe sale of the common stock or interests therein may be “~~say-on-pay~~underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Any selling stockholder who is an “~~say-on-frequency;~~underwriter” within ~~and~~the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

•To ~~disclose~~the ~~certain~~extent ~~executive~~required, ~~compensation~~the ~~related~~shares ~~items~~of ~~such~~our ascommon stock to be sold, the ~~correlation~~name ~~between~~of ~~executive~~the ~~compensation~~selling ~~and~~stockholder, ~~performance~~the respective purchase prices and ~~comparisons~~public ofoffering prices, the ~~CEO’s~~names ~~compensation~~of any agents, dealer or underwriter, any applicable commissions or discounts with respect to ~~median~~a ~~employee~~particular ~~compensation~~offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In ~~addition,~~order ~~Section~~to ~~107~~comply ofwith the ~~JOBS~~securities ~~Act~~laws of ~~also~~some ~~provides~~states, ~~that~~if anapplicable, ~~emerging growth company can take advantage of~~ the ~~extended~~common ~~transition~~stock ~~period~~may ~~provided~~be sold in ~~Section~~these ~~7(a)(2)(B)~~jurisdictions ofonly ~~the~~through ~~Securities~~registered ~~Act~~or ~~for~~licensed ~~complying with new~~ brokers or ~~revised accounting standards~~dealers. In ~~other words~~addition, anin ~~emerging~~some ~~growth~~states ~~company can delay~~ the ~~adoption~~common ofstock ~~certain~~may ~~accounting~~not ~~standards~~be ~~until~~sold ~~those~~unless ~~standards~~it ~~would~~has ~~otherwise~~been ~~apply~~registered toor ~~private~~qualified ~~companies.~~for Wesale ~~have~~or an ~~elected~~exemption tofrom ~~take~~registration ~~advantage~~or ofqualification ~~the~~requirements ~~benefits~~is ofavailable ~~this~~and ~~extended~~is ~~transition~~complied ~~period. Our financial statements may therefore not be comparable to those of companies that comply~~ with ~~such new or revised accounting standards~~.

We ~~will~~have ~~remain~~advised anthe ~~“emerging~~selling ~~growth~~stockholder ~~company”~~that the ~~for~~anti-manipulation uprules toof ~~five~~Regulation ~~years,~~M orunder ~~until~~ the ~~earliest~~Exchange ofAct ~~(i)~~may ~~the~~apply ~~last~~to ~~day~~sales of shares in the ~~first~~market ~~fiscal~~and ~~year~~to inthe ~~which~~activities of ~~our~~the ~~total~~selling ~~annual~~stockholder ~~gross~~and ~~revenues~~its ~~exceed~~affiliates. $1In ~~billion~~addition, ~~(ii)~~to the ~~date~~extent ~~that~~applicable, we ~~become~~will amake ~~“large~~copies ~~accelerated~~of ~~filer”~~this prospectus (as it ~~defined~~may inbe ~~Rule~~supplemented ~~12b-2~~or ~~under~~amended ~~the~~from ~~Securities~~time ~~Exchange~~to ~~Act~~time) ofavailable ~~1934,~~to ~~which~~the ~~would~~selling ~~occur~~stockholder iffor the ~~market~~purpose ~~value~~ of ~~our~~satisfying ~~ordinary~~the ~~shares~~prospectus delivery ~~that~~requirements ~~is held by non-affiliates exceeds $700 million as~~ of the ~~last~~Securities ~~business~~Act. ~~day~~The ofselling ~~our~~stockholder ~~most~~may ~~recently~~indemnify ~~completed~~any ~~second~~broker-dealer ~~fiscal~~that ~~quarter~~participates orin ~~(iii)~~transactions involving the ~~date~~sale onof ~~which~~the weshares ~~have~~against ~~issued~~certain ~~more~~liabilities, ~~than~~including $1liabilities ~~billion~~arising inunder ~~non-convertible debt during~~ the ~~preceding~~Securities ~~three year period~~Act.

Our cash balance is $3,100 as of October 31, 2012. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Chunfeng Lu, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of October 31, 2012, Ms. Lu advanced us $383. Ms. Lu, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $30,000 of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Room 2105, Sino Life Tower, No. 707 Zhang Yang Rd. Pudong, Shanghai, China, 200120. Our phone number is 86-18721459159.22

~~Page~~DESCRIPTION |OF 17 SECURITIES

WeAuthorized ~~are~~Capital a development stage company and have generated no revenue to date. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing. If we do not generate any revenue we may need a minimum of $10,000 of additional funding at the end of the twelve month period described in our “Plan of Operation” below to maintain a reporting status.Stock

Our ~~independent~~Certificate ~~registered~~of ~~public~~Incorporation authorizes ~~accountant~~the ~~has~~issuance ~~issued~~of a270,000,000 ~~going~~(two ~~concern~~hundred ~~opinion.~~seventy ~~This~~million) ~~means~~shares ~~that~~of ~~there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional~~ capital tostock, ~~pay~~par ~~our~~value ~~bills~~$0. ~~This~~001 isper ~~because~~share, we250,000,000 (two ~~have~~hundred ~~not~~fifty ~~generated~~million) ~~revenues~~shares ~~and~~of nowhich ~~revenues~~ are ~~anticipated~~designated ~~until~~as wecommon ~~complete our initial business development~~stock. ~~There is no assurance we will ever reach that stage.~~

ToCapital ~~meet~~Stock ~~our~~Issued need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and ~~will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.~~ Outstanding

IfAs weof ~~need~~March ~~additional~~5, ~~cash and cannot raise it~~2019, we ~~will either~~ have ~~to suspend operations until we do raise the cash~~27, ~~or cease operations entirely. Even if we raise $90~~358,~~000~~052 ~~from~~shares ~~this~~of ~~offering,~~common itstock ~~will~~issued ~~last~~and ~~one year~~outstanding, ~~but we may need more funds for business operations in the next year~~75,000 ~~and~~shares weof ~~will~~common ~~have~~stock toissuable ~~revert~~upon toconversion ~~obtaining~~of outstanding ~~additional~~convertible ~~money.~~preferred stock.

~~PLAN~~Common ~~OF OPERATION~~Stock

~~After~~The ~~the~~following ~~effectiveness~~is ofqualified in ~~our~~its ~~registration~~entirety ~~statement~~ by ~~the~~reference ~~Securities and Exchange Commissions, we intend~~ to ~~concentrate~~ our ~~efforts~~Certificate onof ~~raising~~Incorporation ~~capital. During~~and ~~this~~amendments ~~period,~~thereto and our ~~operations~~Bylaws, ~~will~~and beby ~~limited due to~~ the ~~limited~~provisions ~~amount~~ of applicable ~~funds on hand~~law. ~~Upon~~ ~~completion~~A copy of our ~~public~~Certificate ~~offering,~~of ~~our~~Incorporation ~~specific~~and ~~goal is to profitably sell~~ our ~~copper~~amended ~~pipes~~ and ~~fittings.~~Bylaws ~~Our~~are ~~plan~~included ofas ~~operations~~exhibits ~~following~~to ~~the~~this ~~completion is as follows:~~ prospectus.

~~Establish~~Holders of our ~~Office~~common stock are entitled to one vote for each share on all matters submitted to a vote of stockholders, and do not have cumulative voting rights. Generally, in matters other than the election of directors, the affirmative vote of a majority of the votes cast authorizes such an action, except where the Nevada Revised Statutes prescribes a different percentage of votes or a different exercise of voting power. For the election of directors, directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote. Holders of our common stock are entitled to receive, as, when and if declared by our board of directors from time to time, such dividends and other distributions in cash, stock or property from our assets or funds legally available for such purposes, subject to any preferential dividend or other rights of any then outstanding preferred stock.

~~Time~~No ~~Frame:~~preemptive, ~~1st~~conversion, or other subscription rights apply to our common stock. All outstanding shares of our common stock are fully paid and non-assessable. In ~~3rd~~the ~~months~~event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets available for distribution, subject to any preferential or other rights of any then outstanding preferred stock. The voting, dividend and liquidation rights of the holders of our common stock are subject to and qualified by the rights of the holders of the preferred stock.

~~Material~~Preferred ~~costs: $2,000-$4,000.~~Stock

~~Upon~~We ~~completion~~are ofauthorized ~~the offering we plan~~ to ~~set~~ issue up ~~an office in China and acquire the necessary equipment~~ to ~~continue operations. We plan to purchase office equipment such as computer~~20, ~~telephones~~000, ~~fax, office supplies and furniture. Our sole officer and director, Chunfeng Lu will take care of our initial administrative duties. We believe that it will cost at least $2,~~000 toshares ~~set up office and obtain the necessary equipment and stationery to continue operations. If we sell two-third~~ of ~~the~~preferred ~~shares offered we will buy better equipment with advanced features that will cost us approximately $1~~stock,~~000~~ ~~more. In this case, set up costs will be approximately~~ $~~3,000~~0.001 Inpar ~~the event we sell all of the shares offered we will buy additional and more advanced equipment that will help us in everyday operations; therefore the office set up cots will be approximately $4,000~~value.

~~Page~~Series |A 18Preferred Stock $0.001 par value, 5,000,000 shares authorized no shares issued and outstanding.

~~Develop~~Each ~~Our~~share ~~Website~~of Series A Preferred Stock is entitled to ten (10) votes on all shareholder matters.

~~Time~~Series ~~Frame~~B Convertible Preferred Stock $0.001 par value: 3d5,000,000 –shares ~~5th~~authorized, ~~months~~37,500 shares issued and outstanding at March 5, 2019.

~~Material~~Upon ~~costs:~~request $2of the holder,~~000-$5,000~~ each share of Series B Convertible Preferred is convertible into two (2) shares of Common Stock.

During this period, we intend to begin developing our website. Our sole officer and director, Chunfeng Lu will be in charge of registering our web domain. As of the date of this prospectus we have not yet identified or registered any domain names for our website. Once we register our web domain, we plan to hire a web designer to help us with the design and develop our website. We do not have any written agreements with any web designers at current time. The website development costs, including site design and implementation will be approximately $2,000. If we two-third of the shares offered and all of the shares offered we will develop more sophisticated and well designed web site, therefore developing cost will be $3,500 and $5,000 accordingly. Updating and improving our website will continue throughout the lifetime of our operations. 23

~~Marketing~~Prior to conversion, the Series B are not entitled to vote on any matter except as required by law.

~~Time~~Series ~~Frame~~C Convertible Preferred Stock $0.001 par value: ~~6th~~10,000 -shares ~~12th~~authorized, ~~months~~and no shares issued and outstanding.

~~Material~~The ~~costs:~~shares ~~$7,000~~of Series C Preferred Stock entitle their holder to vote on an as-converted basis with the holders of the Company’s common stock at the record date for the determination of shareholders entitled to vote on any matter coming before the common shareholders or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. The Series C Preferred Stock has a stated value of $3510.00 per share and is convertible into 9.99% of the Company’s issued and outstanding shares of common stock,~~000~~ calculated on a fully diluted basis.

~~Once~~The ~~our~~shares ~~website~~of ispreferred stock ~~operational,~~not wealready ~~will~~designated ~~begin~~may tobe ~~market~~issued ~~our~~in ~~product.~~series, Weand ~~will~~shall ~~develop~~have ~~our~~such ~~client~~voting ~~base~~powers, byfull ~~focusing~~or ~~our~~limited, ~~marketing~~or ~~efforts~~no onvoting ~~larger~~powers, and ~~more~~such ~~globally~~designations, ~~known~~preferences ~~distribution~~and ~~chain~~relative ~~stores. The~~participating, ~~large~~optional ~~retailer~~or ~~stores~~other ~~sell~~special arights, ~~higher~~and ~~assortment~~qualifications, oflimitations or ~~sanitary~~restrictions ~~engineering products~~thereof, ~~have~~as ashall ~~higher~~be ~~budget~~stated ~~for in-stock inventory~~ and ~~tend~~expressed toin ~~purchase~~the aresolution ~~larger~~or ~~and~~resolutions ~~more~~providing ~~diverse~~for ~~inventory. We~~the ~~plan~~issuance toof ~~attend~~such ~~various~~stock adopted ~~sanitary~~from ~~ware~~time ~~shows~~to ~~where~~time weby ~~can~~the ~~promote~~board ~~our~~of ~~product and meet potential clients~~directors. By ~~late~~The ~~2013~~board ~~we plan to expand our selection~~ of ~~copper~~directors ~~pipes~~is ~~and~~expressly ~~fittings~~vested bywith ~~marketing~~the authority to ~~small~~ determine and ~~medium~~fix ~~size~~in ~~distributors~~the ofresolution ~~sanitary~~or ~~engineering~~resolutions ~~products.~~providing ~~Any relationship we arrange with retailers~~ for the ~~wholesale~~issuances ~~distribution~~ of ~~our~~preferred ~~copper~~stock ~~pipes~~the ~~and~~voting ~~fittings~~powers, ~~will~~designations, bepreferences and ~~non-exclusive.~~rights, ~~We will compete with other distributors~~ and ~~manufactures~~the ~~for~~qualifications, ~~positioning~~limitations ofor ~~our~~restrictions ~~products~~thereof, ~~in retail space. Our methods~~ of ~~communication~~each ~~will~~such ~~include:~~series ~~phone~~to ~~calls,~~the ~~email,~~full ~~and~~extent ~~regular~~now ~~mail.~~or Wehereafter permitted ~~will~~by ~~continue~~the ~~our~~laws ~~marketing~~of ~~efforts during~~ the ~~life~~State of ~~our operations~~Nevada.

If Anti-Takeover weEffects doof ~~not~~Provisions of ~~sell~~the atArticles ~~least one-third~~ of ~~shares~~Incorporation ~~in this offering, we must limit our marketing activities~~ and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.Bylaws

~~Negotiate~~The ~~agreements~~provisions ~~with~~of ~~potential~~Nevada law ~~customers~~and our bylaws may have the effect of delaying, deferring or preventing another party from acquiring control of us. These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.

~~Time~~Nevada ~~Frame: 6th-12th months.~~Law

NoNevada ~~material~~law ~~costs~~contains a provision governing “acquisition of controlling interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; or more than 50%.

~~When~~A ~~our~~“control ~~website~~share acquisition” is generally ~~operational,~~defined weas ~~plan~~the todirect ~~contact~~or ~~and~~indirect ~~start~~acquisition ~~negotiation~~of ~~with~~either ~~potential~~ownership ~~customers.~~or Wevoting ~~plan~~power toassociated ~~enter into distribution and supply agreements~~ with ~~contractors~~issued and ~~homebuilders,~~outstanding control ~~chain~~shares. ~~and~~The ~~retail~~shareholders ~~stores~~or ~~and~~Board ~~other distributors~~ of ~~sanitary~~Directors ~~engineering products. We will negotiate terms and conditions~~ of ~~collaboration.~~a Wecorporation ~~also~~may ~~intend~~elect to ~~study~~exempt the ~~European~~stock ~~and~~of ~~North~~the ~~American~~corporation ~~sanitary~~from ~~ware~~the provisions ~~and~~of ~~building material market. At~~ the ~~beginning,~~control weshare ~~plan~~acquisition toact ~~focus~~through ~~primarily~~adoption onof ~~larger~~a ~~chain~~provision ~~stores~~to that ~~sell~~effect ~~various~~in ~~types~~the articles of ~~building~~incorporation or ~~materials,~~bylaws ~~specialized~~of ~~home~~the ~~restoration~~corporation. ~~stores~~Our ~~and~~articles ~~distributors~~of ~~that~~incorporation ~~are responsible for marketing~~ and ~~selling~~bylaws ~~copper~~do ~~pipes~~not ~~and~~exempt ~~fittings. Then we plan to expand~~ our ~~target~~common ~~market~~stock tofrom ~~contactors,~~the ~~homebuilder,~~control ~~developers~~share ~~and sanitary ware installers~~acquisition act. ~~This activity will be ongoing throughout our operations.~~

~~Even~~The ifcontrol weshare ~~are~~acquisition ~~able~~act tois ~~obtain~~applicable only ~~sufficient~~to ~~number~~shares of ~~agreements~~“Issuing atCorporations” ~~the~~as ~~end~~defined ofby the ~~twelve~~Nevada ~~month~~law. ~~period,~~An ~~there~~Issuing Corporation is noa ~~guarantee~~Nevada ~~that~~corporation which we(i) ~~will~~has be200 ~~able~~or ~~to attract and~~ more ~~importantly~~shareholders, ~~retain~~with ~~enough~~at ~~customers~~least to100 ~~justify~~of ~~our~~such ~~expenditures.~~shareholders Ifbeing weboth ~~are~~shareholders ~~unable to generate a significant amount~~ of ~~revenue~~record and toresidents of ~~successfully protect ourselves against those risks~~Nevada, ~~then~~and it(ii) ~~would~~does ~~materially~~business ~~affect~~in ~~our~~Nevada ~~financial~~directly ~~condition~~or ~~and~~through ~~our~~an ~~business~~affiliated ~~could be harmed~~corporation.

~~Page~~At |this 19time, we do not believe we have 100 shareholders of record resident of Nevada and we do not conduct business in Nevada directly. Therefore, the provisions of the control share acquisition act are believed not to apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

~~Hire a sales person~~24

~~Time~~The ~~Frame:~~Nevada ~~6th~~“Combination -with ~~12th~~Interested Stockholders ~~months~~Statute” may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (iii) representing 10% or more of the earning power or net income of the corporation.

~~Material~~An ~~costs:~~“interested ~~$12~~stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation,~~000~~ or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the Board of Directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-~~$24~~year period,~~000~~ the business combination may be consummated with the approval of the Board of Directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of (i) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher, (ii) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher, or (iii) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

IfArticles ~~we sell at least two-third~~ of ~~shares in this offering, we intend to hire one salesperson with good knowledge~~ Incorporation and connections in the sanitary ware distribution and construction industry to introduce our product. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our copper pipes and fittings. The negotiation of additional agreements with potential customers will be ongoing during the life of our operations.By-laws

InOur ~~summary,~~authorized ~~during~~but ~~1st-6th~~unissued shares ~~month~~of wecommon ~~should~~stock ~~have~~and ~~established~~preferred ~~our~~stock ~~office~~are ~~and~~available ~~developed~~for ~~our~~future ~~website.~~issuance ~~After~~without ~~this~~stockholder ~~point~~approval. weThese ~~should~~additional shares may be ~~ready~~used tofor ~~start~~a ~~more~~variety ~~significant~~of ~~operations~~corporate ~~and~~finance ~~start~~transactions, ~~selling~~acquisitions ~~our~~and ~~products~~employee benefit plans. ~~During~~The ~~months~~existence ~~6-12~~of weauthorized but ~~will~~unissued beand ~~developing~~unreserved ~~our~~common ~~marketing~~stock ~~campaign.~~and ~~There~~preferred isstock nocould ~~assurance~~make ~~that~~more wedifficult ~~will~~or ~~generate~~discourage ~~any~~an ~~revenue~~attempt into ~~the~~obtain ~~first~~control of 12us ~~months~~by ~~after~~means ~~completion~~of ~~our~~a ~~offering~~proxy orcontest, ~~ever~~tender ~~generate~~offer, ~~any~~merger ~~revenue~~or otherwise.

~~Chunfeng~~Limitations ~~Lu,~~on ~~our~~Liability ~~president will be devoting approximately twenty hours per week to our operations. Once we expand operations,~~ and are able to attract more and more customers to buy our products, Ms. Lu has agreed to commit more time as required. Because Ms. Lu will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack Indemnification of ~~revenues~~Officers and ~~a cessation of operations~~Directors

~~Estimated~~Nevada ~~Expenses~~law provides that our directors and officers will not be personally liable to us, our stockholders or our creditors for monetary damages for any act or omission of a director or officer other than in circumstances where the ~~Next~~director ~~Twelve~~or ~~Month~~officer ~~Period~~breaches his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law and the trier of fact determines that the presumption that he or she acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers. Our amended and restated articles of incorporation do not provide for greater liability of our officers and directors than is provided under Nevada law.

~~The~~Nevada ~~following~~law ~~provides~~allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an ~~overview~~action not by or in the right of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Our articles of incorporation and bylaws provide indemnification for our ~~estimated~~directors ~~expenses~~and officers to ~~fund~~the fullest extent permitted by Nevada law. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our ~~plan~~directors that may, in some cases, be broader than the specific indemnification provisions contained under Nevada law. In addition, as permitted by Nevada law, our amended and restated articles of ~~operation~~incorporation ~~over~~include provisions that eliminate the ~~next~~personal ~~twelve~~liability ~~months~~of our directors for monetary damages resulting from certain breaches of fiduciary duties as a director. The effect of these provisions is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that a director will be personally liable for acts or omissions not in good faith or in a manner which he or she did not reasonably believe to be in or not opposed to the best interest of the corporation if, subject to certain exceptions, the act or failure to act constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or knowing violations of law.

Description	If one-third shares sold	If two-third shares sold	If 100% shares sold
	Fees	Fees	Fees
SEC reporting and compliance Establishing an office Website development Marketing and advertising Sales person salary Other Expenses	$10,000 $2,000 $2,000 $7,000 - $1,000	$10,000 $3,000 $3,500 $21,000 $12,000 $2,500	$10,000 $4,000 $5,000 $35,000 $24,000 $4,000
Total	$22,000	$52,000	$82,000

~~OFF-BALANCE~~These ~~SHEET~~provisions ~~ARRANGEMENTS~~may be held not to be enforceable for certain violations of the federal securities laws of the United States.

WeThe ~~have~~limitation noof ~~off-balance~~liability and ~~sheet~~indemnification ~~arrangements~~provisions ~~that~~under ~~have~~Nevada orlaw ~~are~~and ~~reasonably~~in ~~likely~~our toarticles ~~have~~of incorporation and bylaws may discourage stockholders from bringing a ~~current~~lawsuit oragainst ~~future~~directors for breach of their fiduciary duties. These provisions may also have the effect onof reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our ~~financial~~stockholders. ~~condition~~However, ~~changes~~these inprovisions ~~financial~~do ~~condition~~not limit or eliminate our rights, ~~revenues~~or those of any stockholder, to seek non-monetary relief such as injunction or ~~expenses~~rescission in the event of a breach of a director’s fiduciary duties. Moreover, the ~~results~~provisions do not alter the liability of ~~operations~~directors under the federal securities laws. In addition, ~~liquidity~~your investment may be adversely affected to the extent that, ~~capital~~in ~~expenditures~~a class action or ~~capital~~direct ~~resources~~suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

~~LIMITED~~Transfer ~~OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL~~Agent

~~There~~The istransfer noagent ~~historical~~for ~~financial information about us upon which to base an evaluation of~~ our ~~performance.~~common Westock ~~are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business~~ is ~~subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.~~ :

WeAction ~~have~~Stock noTransfer ~~assurance that future financing will be available to us on acceptable terms~~Corp. ~~If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.~~

~~Page~~2469 |E. 20Fort Union Blvd, Suite 214

~~Results~~Salt ofLake ~~operations~~City, UT 84121

~~From~~LEGAL ~~Inception on May 11, 2011 to October 31, 2012~~MATTERS

~~During~~Unless ~~the~~otherwise ~~period we incorporated the company~~indicated, Jonathan ~~prepared~~D. ~~a business plan and executed a Contract with our supplier~~Leinwand, ~~TAICANG JINXIN COPPER TUBE CO~~P.A, ~~LTD.~~Aventura, ~~dated November 3~~Florida, ~~2012.~~will ~~Our~~pass ~~loss~~upon ~~since~~the ~~inception~~validity isof ~~$283.~~the Weshares ~~have~~of ~~not meaningfully commenced~~ our ~~proposed~~common ~~business~~stock ~~operations~~to ~~and~~be ~~will~~sold ~~not~~in ~~do so until we have completed~~ this offering.

~~Since inception, we have sold 3,000,000 shares of common stock to our sole officer and director for net proceeds of $3,000.~~EXPERTS

~~LIQUIDITY~~The ~~AND~~financial ~~CAPITAL~~statements as ~~RESOURCES~~of October 31, 2018 and October 31, 2017 and for the years then ended included in this Prospectus and in the Registration Statement have been so included in reliance on the report of RBSM LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting.

AsWHERE ofYOU ~~October~~CAN ~~31,~~FIND ~~2012,~~MORE the Company had $3,100 cash and our liabilities were $383, comprising $383 owed to Chunfeng Lu, our sole officer and director. Significant amounts of the Company’s cash and current assets will be located offshore. The available capital reserves of the Company are not sufficient for the Company to remain operational.INFORMATION

We ~~are~~have ~~attempting~~filed toa ~~raise~~registration statement ~~funds~~on ~~to proceed~~ Form S-1 with ~~our~~the ~~plan~~SEC ofcovering ~~operation.~~the Wesecurities ~~will~~we ~~have~~are tooffering ~~utilize~~by ~~funds~~this ~~from~~prospectus. ~~Chunfeng~~This ~~Lu,~~prospectus ~~our~~does ~~sole~~not include ~~officer~~all ~~and~~of ~~director, who has verbally agreed to loan~~ the ~~company~~information ~~funds~~contained toin ~~complete~~ the registration ~~process~~statement. ~~However,~~You ~~Ms.~~should Lurefer ~~has no formal commitment, arrangement or legal obligation~~ to ~~advance or loan funds to~~ the ~~company.~~registration Tostatement ~~proceed~~and ~~with~~its exhibits ~~our~~for ~~operations~~additional ~~within 12 months, we need a minimum of $30,000~~information.We ~~cannot~~Whenever ~~guarantee that~~ we ~~will~~make bereference ~~able~~in tothis ~~sell~~prospectus ~~all the shares required~~ to ~~satisfy~~any of our 12contracts, ~~months~~agreements ~~financial~~or ~~requirement.~~other documents, Ifthe wereferences are ~~successful,~~not ~~any~~necessarily ~~money~~complete, ~~raised~~and ~~will~~you beshould ~~applied~~refer to the ~~items~~exhibits ~~set~~filed ~~forth~~as inpart ~~the Use~~ of ~~Proceeds section of this prospectus. We will attempt to raise at least~~ the ~~minimum~~registration statement ~~funds necessary to proceed with our plan of operation. In a long term we may need additional financing. We do not currently have any arrangements~~ for ~~additional~~copies ~~financing. Obtaining additional funding will be subject to a number~~ of ~~factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact~~ the ~~timing,~~actual ~~amount~~contract, ~~terms~~agreement or ~~conditions~~other ~~of additional financing available to us~~document. ~~There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.~~

~~Our~~You ~~auditors~~can ~~have~~read ~~issued~~our aSecurities and ~~“going~~Exchange ~~concern”~~Commission ~~opinion~~filings, ~~meaning~~including ~~that~~this ~~there~~registration isstatement, ~~substantial~~over ~~doubt~~the ifInternet weat ~~can continue as an on-going business for~~ the ~~next~~Securities ~~twelve~~and ~~months~~Exchange ~~unless~~Commission’s website weat ~~obtain~~www.sec.gov. ~~additional~~You ~~capital. No~~may ~~substantial~~also ~~revenues~~read ~~are~~and ~~anticipated~~copy ~~until~~any document we ~~have~~file ~~completed~~with the ~~financing~~Securities ~~from this offering~~ and ~~implemented~~Exchange ~~our~~Commission ~~plan~~at ofits ~~operations.~~public reference ~~Our~~facilities ~~only source for cash~~ at ~~this~~100 ~~time~~F isStreet ~~investments~~NE, byWashington, ~~others~~D.C. ~~in this offering~~20549. WeYou ~~must~~may ~~raise~~also ~~cash~~obtain tocopies ~~implement~~of ~~our~~these ~~strategy~~documents ~~and~~at ~~stay~~prescribed inrates by ~~business.~~writing ~~The~~to ~~amount of~~ the ~~offering~~Public ~~will~~Reference ~~likely~~Section ~~allow~~of usthe toSecurities ~~operate~~and ~~for~~Exchange Commission at ~~least~~100 ~~one~~F ~~year~~Street ~~and~~NE, ~~have~~Washington, ~~the~~D.C. ~~capital~~20549. Please ~~resources~~call ~~required to cover~~ the ~~material~~Securities ~~costs~~and ~~with~~Exchange ~~becoming~~Commission aat 1-800-SEC-0330 for ~~publicly~~further ~~reporting.~~information ~~The~~on ~~company anticipates over~~ the ~~next~~operation ~~12 months the cost~~ of ~~being a reporting~~ the public ~~company~~reference ~~will be approximately $10,000~~facilities.

~~Should~~Our ~~the~~Internet ~~Company~~address ~~fail~~is http://www.blackpollfleet.com/. There towe ~~sell~~will ~~less~~make ~~than~~available ~~one-third~~free of ~~its~~charge, ~~shares~~on ~~under~~or ~~this~~through ~~offering~~ the ~~Company~~investor ~~would~~relations besection ~~forced~~of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to ~~scale~~those ~~back~~reports filed pursuant to Section 13(a) or ~~abort~~15(d) ~~completely~~of the ~~implementation~~Exchange ofAct ~~its~~as ~~12-month~~soon ~~plan~~as reasonably practicable after we electronically file such material with the Securities and Exchange Commission. The information found on our website is not part of ~~operation~~this prospectus and investors should not rely on any such information in deciding whether to invest.

~~Page | 21~~ 26

~~DESCRIPTION OF BUSINESS~~Business

~~General~~ Overview

~~Basta~~BlackPoll ~~Holdings~~Fleet International, ~~Corp~~Inc.’s (referred ~~was~~to ~~incorporated~~herein inas the ~~State~~“Company,” of“BPOL,” ~~Nevada~~“we,” on“our,” ~~May~~and ~~11,~~“us”) primary ~~2011~~service ~~and~~targets ~~established~~include aairline ~~fiscal~~manufacturers, ~~year~~repair ~~end~~facilities ofand ~~October~~governmental 31agencies. We doseek ~~not~~to ~~have~~operate ~~revenues,~~our ~~have~~business on ~~minimal~~a ~~assets~~global ~~and~~basis, ~~have~~providing ~~incurred~~aircraft ~~losses~~parts ~~since~~to ~~inception.~~customers Wein ~~are~~every amajor ~~development-stage~~geographical ~~company~~region, ~~formed~~including tomarkets ~~commence~~such ~~operations~~as inAsia, the Pacific ~~distribution~~Rim, ofLatin ~~copper~~America, ~~pipes~~the Middle East and ~~fittings~~Eastern Europe. WeMany ~~have~~of ~~recently~~these ~~started~~markets ~~our~~are ~~operation.~~experiencing Asincreased ofdemand ~~today,~~for weaviation services and have ~~developed~~lower ~~our~~market ~~business~~saturation ~~plan,~~than ~~and~~more ~~executed~~mature amarkets ~~Contract~~such ~~with~~as ~~our~~North ~~supplier,~~America ~~TAICANG~~and ~~JINXIN~~Western ~~COPPER~~Europe. ~~TUBE~~We ~~CO.,~~expect ~~LTD.,~~that ~~dated~~these markets ~~November~~will 3,also ~~2012.~~present Wesignificant ~~maintain~~growth ~~our~~opportunities ~~statutory~~in ~~registered~~upcoming ~~agent's~~years ~~office~~as atthe ~~2360~~aging ~~Corporate~~aircraft ~~Circle,~~and ~~Suite~~infrastructure ~~400,~~in ~~Henderson,~~these markets ~~Nevada~~require ~~89074~~service and replacement. ~~Our~~An ~~business~~important ~~office~~focus isof ~~located~~our atstrategy ~~Room~~is ~~2105,~~meeting ~~Sino~~the ~~Life~~needs ~~Tower,~~of Nothis replacement market. ~~707~~Governments and ~~Zhang~~non-governmental ~~Yang~~organizations ~~Rd.~~(“NGOs”) ~~Pudong,~~in ~~Shanghai,~~some ~~China~~of these markets have fewer alternatives, ~~200120.~~enabling ~~Our~~us ~~telephone~~to ~~number~~command relatively ishigher ~~86-18721459159~~prices for replacement parts compared to those in more mature markets.

WeOn ~~plan~~July to21, ~~market~~2017, ~~and~~the ~~distribute~~Company anentered ~~assortment~~into ofa Consignment ~~copper~~Agreement ~~pipes~~with adJet ~~fittings~~Aviation inComponents ~~the~~& ~~European~~Aircraft International, Inc. (“Components”). Components provides aircraft spare parts for Boeing, McDonnell Douglas, Airbus, and ~~North~~Lockheed ~~American~~model ~~market.~~jet ~~Our~~aircraft, ~~products~~as ~~will~~well beas ~~offered~~for atPratt ~~prices~~& ~~marked~~Whitney, General Electric, GE/SN ECMA, and Rolls-upRoyce ~~from~~engines. ~~20%~~The Company had the exclusive right to ~~25%~~sell Components’s inventory during term of ~~our~~the ~~cost~~Consignment Agreement. ~~Our~~The ~~customers~~Company ~~will~~paid beComponents ~~asked~~fifty topercent ~~pay~~(50%) usof ~~100%~~the inproceeds ~~advance~~from the sale of the inventory after expenses. The Consignment Agreement was terminated on October 31 2018.

We ~~plan~~are toan ~~fill~~independent ~~placed~~distributor ~~orders~~ and ~~to supply the products within a period~~ provider of ~~thirty~~aviation ~~days~~parts ~~(30)~~to ~~days~~the orglobal ~~less~~aerospace ~~following receipt of any written order~~industry. WeOur doservices ~~not~~range ~~intend~~from totraditional ~~offer~~distribution ~~any credit terms relating~~ to ~~order~~the ~~payments. Our~~management ~~customers~~of ~~will~~supplier relationships, bequality ~~asked~~assurance, tokitting, ~~pay us 100%~~ just-in-time ~~advance.~~(JIT) ~~Customers~~delivery, ~~will~~third-party ~~have~~logistics ~~two~~(3PL) ~~options to pay for products: by wire transfer~~ or byfourth-party ~~sending~~logistics a(4PL) programs ~~check/money~~and ~~order. If customer decides to pay by check/money order, then we will apply a certain amount~~ point-of ~~days before shipping to have the check/money order cleared. Customers will be responsible to cover the shipping costs. Since we anticipate having a 30~~-~~day~~use ~~period to process/fill orders, we do not plan to purchase~~ inventory ~~in advance, but rather on request basis~~management. We doserve ~~not~~our ~~intend to store inventory for any period of time. The orders will be shipped to the~~ customers ~~upon~~under ~~customers’~~ad ~~requests.~~hoc ~~Customers will be responsible for the custom duties, taxes, insurance or any other additional charges that might incur~~sales.

~~Product~~We serve customers, which are primarily in the commercial, military and general aviation sectors, including the leading original equipment manufacturers (OEMs) and their subcontractors, through which we support nearly all major Western aircraft programs, and also sell products to airline-affiliated and independent maintenance, repair and overhaul providers.

WeIndustry ~~intend~~Trends toAffecting ~~market~~Our ~~and~~Business distribute copper pipes and fittings for sanitary engineering. Copper is a natural material – it has been used to make drinking vessels, water pipes and containers for thousands of years. Because copper is bacteriostatic, it inhibits the growth of bacterial and viral organisms in water systems.

~~Copper~~We ~~pipes~~rely ~~and~~on ~~fittings~~demand ~~can~~for beparts ~~used~~for incommercial ~~every~~and military ~~part~~aircrafts offor ~~plumbing~~a ~~and~~significant ~~heating~~portion ~~systems.~~of ~~Copper~~our issales. ~~strong,~~Commercial itaircraft ~~can~~demand ~~easily~~is bedriven ~~formed~~by ~~into~~many ~~bends~~factors, ~~and~~including ~~systems~~the global ~~can~~economy, beindustry ~~assembled~~passenger ~~both~~volumes on and ~~off-site.~~capacity ~~Copper’s~~utilization, ~~popularity~~airline isprofitability, ~~based~~introduction ~~on a combination~~ of ~~properties~~new ~~that~~models ~~make~~and itthe lifecycle ~~unique. It is capable~~ of ~~withstanding~~current ~~extremes~~fleets. ofDemand ~~heat~~for ~~without~~business ~~suffering~~jets ~~any~~is ~~degradation.~~closely Itcorrelated isto ~~resistant~~regional toeconomic ~~corrosion~~conditions and ~~high~~corporate ~~water pressure. It doesn’t burn~~profits, but italso ~~keeps~~influenced ~~its~~by ~~shape~~new models and ~~strength~~changes in ~~high~~ownership ~~temperature~~dynamics. ~~environments~~Military ~~and~~aircraft itdemand ~~gives~~is ~~long~~primarily ~~life~~driven inby ~~service. In addition~~government spending, ~~Copper pipes give excellent protection against contaminants to~~ the ~~domestic~~timing ~~water~~of ~~supply.~~orders ~~Nothing~~and ~~can~~evolving ~~get through; no fluids, no germs, no oxygen, no ultra-violet rays~~U.S. ~~Copper~~Department ~~plumbing~~of ~~tube~~Defense ~~does~~and ~~not~~Foreign ~~absorb~~strategies ~~organic substances,~~ and ~~cannot be softened by them in service~~policies.

~~Copper~~Aftermarket demand is ~~durable.~~affected ~~It’s~~by ~~strong~~many ~~and~~of ~~resists~~the same ~~damage,~~trends soas ~~copper~~those ~~pipes~~in ~~and~~OEM ~~fittings~~channels, ~~can~~as bewell ~~relied~~as onrequirements ~~for~~to ~~decades.~~maintain ~~Copper~~aging isaircraft ~~completely~~and ~~recyclable~~the ~~without~~cost ~~loss~~ of ~~quality~~fuel, which ~~benefits~~can ~~both~~lead ~~the~~to greater ~~environment~~utilization ~~and~~of ~~the~~existing ~~plumbing profession~~planes. ~~Customer~~Demand ~~benefit~~in ~~too;~~the ~~their~~military ~~homes~~aftermarket ~~are~~is ~~more~~further ~~voluble~~driven ~~with~~by ~~genuine~~changes ~~copper~~in ~~plumbing,~~overall ~~and~~fleet ~~with~~size ~~more~~ and ~~more people concerned about~~ the ~~word’s~~level ~~natural~~of ~~resources,~~U.S. ~~choosing,~~and ~~copper~~Foreign ~~minimizes~~military ~~environmental~~operational ~~impact~~activity ~~because~~domestically itand ~~is fully recyclable material~~overseas.

~~Page~~Supply |chain 22service providers and distributors have been aided by these trends along with an increase in outsourcing activities, as OEMs and their suppliers focus on reducing their capital commitments and operating costs.

~~Our~~Commercial ~~Supplier~~Aerospace Market

~~Our~~Over ~~supplier,~~the ~~TAICANG~~past ~~JINXIN~~three ~~COPPER TUBE CO.~~years, ~~LTD.,~~major ~~Ltd~~airlines ~~was~~have ordered ~~founded~~new inaircraft ~~1983~~at ~~on the basis of Taicang Metal Processing Factory of Beijing Non-ferrous Metal Research Institute. It is~~ a ~~private~~robust ~~owned~~pace, ~~company~~aided ~~specializing~~by instrong ~~producing~~profits ~~of high quality copper/brass seamless tubes~~ and ~~pipes,~~increasing ~~copper~~passenger ~~alloy~~volumes. ~~pipes,~~At the ~~copper~~same ~~bars~~time, ~~copper~~volatile ~~rods,~~fuel prices ~~copper~~have ~~wires~~led ~~and~~to ~~copper~~greater ~~fittings~~demand for ~~different~~fuel-efficient ~~uses.~~models ~~TAICANG JINXIN COPPER TUBE CO., LTD. is a middle scale enterprise of copper material production in Eastern China~~ and ~~employs~~new ~~400~~engine ~~workers~~options ~~with~~for 30existing ~~technicians~~aircraft designs. The ~~company~~rise ~~sells~~of ~~its~~emerging markets ~~products~~has inadded ~~Japan,~~to ~~Middle~~the ~~East,~~growth ~~Taiwan and other countries. The products are applied~~ in ~~the~~overall ~~plumbing~~demand ~~hardware,~~at ~~light~~a ~~decoration,~~stronger ~~electronics,~~pace ~~building~~than ~~hardware,~~seen ~~machinery,~~historically. ~~heat~~Large ~~exchanger~~commercial ~~tubes,~~OEMs ~~automobiles,~~have ~~drinkable~~indicated that ~~water~~they ~~tube,~~expect ~~pipes~~a ~~for~~high ~~water/gas/oil~~level ~~supply, stationery, socket connector, the processing~~ of ~~standard copper products~~deliveries, ~~copper~~primarily ~~fittings~~due ~~for~~to ~~kitchen~~continued demand and ~~toilet~~their ~~faucets~~unprecedented ~~and~~level ~~other~~of backlogs.

~~Sales and Marketing Strategy~~27

WeBusiness ~~intend~~aviation tohas ~~enter~~lagged ~~into~~the ~~agreements~~larger ~~with~~commercial market, ~~numerous~~reflecting ~~contractors~~a ~~and~~deeper ~~homebuilders~~downturn ~~who~~in ~~can~~the ~~order~~last ~~our~~recession, ~~copper~~changes ~~pipes~~in ~~and~~corporate ~~fittings~~spending ~~for~~patterns ~~condominium~~and ~~buildings~~an ~~and~~uncertain ~~individual~~economic ~~homes~~outlook. While Asoverall ofbusiness ~~today,~~aviation weproduction ~~have~~levels ~~not~~remain ~~identified~~below ~~any~~their ~~potential~~pre-recession ~~counterparties~~peak, torecent ~~these~~indicators ~~agreements~~point ~~and~~to weimproved ~~have~~market conditions. ~~not~~Production ~~entered~~has ~~into~~increased ~~any~~for ~~discussions~~new ~~with~~models, ~~contractors~~ and ~~homebuilders.~~the Wenumber ~~also~~of ~~will~~pre-owned ~~offer~~aircraft ~~our~~relative ~~product~~ to ~~larger~~the ~~home~~total ~~restoration~~business ~~stores~~aviation in-service ~~that~~fleet ~~have~~has afallen ~~high~~to ~~volume~~multiyear ~~of customer traffic~~lows. ~~Our~~Whether ~~competitive~~these ~~advantage~~improved isconditions ~~that~~lead weto ~~offer~~increased adeliveries ~~high~~in ~~quality~~the ~~product,~~future ~~while maintaining reasonable prices~~remains uncertain.

~~Initially,~~Military ~~our~~Aerospace ~~director,~~Market Liang Wei Wang will market our products. If we sell at least two-third shares in this offering, we intend to hire one salesperson with good knowledge and connections in the sanitary ware distribution and construction industry to introduce our product. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our copper pipes and fittings. We intend to focus on direct marketing efforts whereby our representative will directly contact:

* distributorsMilitary ~~that~~production ~~are~~has fluctuated ~~responsible~~for many aircraft programs in the past few years. Increases in the U.S. Department of Defense budget for ~~marketing~~fiscal years 2018 and ~~selling~~2019 ~~sanitary~~have ~~ware~~supported togreater ~~plumbing~~production ~~stores;~~of certain military programs. We believe increased sales from other established programs that directly benefit from these changes will benefit our business.

* contractorsU.S. Department of Defense spending continues to be uncertain for fiscal years 2020 through 2023, given that the limits imposed upon U.S. government discretionary spending by the Budget Control Act and ~~homebuilders;~~the Bipartisan Budget Act of 2013 remain in effect for these fiscal years, unless Congress acts to raise the spending limits or repeal or suspend the provisions of these laws. Future budget cuts or changes in spending priorities could result in existing program delays, changes or cancellations.

* sanitary engineering suppliers and installers; and

* retail outlets such as home restoration stores.

These distributors, stores, installers, contractors and homebuilders will be asked to sell our products to consumers. We will provide them with copper pipes and fittings at wholesale prices. They will then sell them to consumers at retail prices, which are typically 25%-30% higher than wholesale prices.

Competition

~~There~~The ~~are~~industry ~~many barriers of entry~~ in ~~the~~which ~~sanitary~~we operate ~~engineering~~is ~~market~~highly competitive and ~~level~~fragmented. ofWe ~~competition~~believe isthe ~~extremely high. The~~ principal competitive factors in our industry ~~are~~include ~~pricing~~the ~~and~~ability to ~~quality~~provide ofsuperior ~~goods.~~customer Weservice ~~will~~and besupport, inon-time adelivery, ~~market~~sufficient ~~where~~access weto ~~compete~~inventory, ~~with~~competitive ~~many~~pricing ~~domestic~~ and ~~international~~an effective ~~companies~~QA ~~offering similar products~~program. WeOur ~~will~~competitors beinclude inboth ~~direct competition with them~~U.S. ~~Many~~and ~~large~~foreign companies, ~~will~~including bedivisions ~~able~~of tolarger ~~provide~~companies ~~more~~and ~~favorable~~certain of ~~services~~our tosuppliers, ~~the~~some ~~potential customers. Many~~ of ~~these~~which ~~companies may~~ have asignificantly greater, ~~more~~financial ~~established~~resources ~~customer base~~ than ~~us.~~we Wedo, ~~will~~and ~~likely~~therefore ~~lose~~may ~~business~~be able to ~~such~~adapt ~~companies.~~more quickly ~~Also,~~to ~~many~~changes ofin ~~these~~customer ~~companies~~requirements ~~will~~than bewe ~~able~~can. toIn ~~afford~~addition to ~~offer~~facing ~~better~~competition ~~price~~ for ~~similar~~Contract ~~product~~customers ~~than~~from usour ~~which~~primary competitors, ~~may~~Contract ~~also~~customers ~~cause~~or uspotential toContract ~~lose~~customers ~~business.~~may Wealso ~~foresee~~determine tothat ~~continue~~it tois ~~face~~more ~~challenges~~cost ~~from~~effective ~~new~~to ~~market~~establish or ~~entrants. We~~re-establish ~~may~~an bein-house ~~unable~~supply tochain ~~continue~~management tocapability. ~~compete~~Under ~~effectively with~~ these ~~existing~~circumstances, orwe ~~new~~may ~~competitors,~~be ~~which~~unable ~~could~~to ~~have~~sufficiently areduce our ~~material~~costs ~~adverse~~to ~~effect~~provide oncompetitive ~~our~~pricing ~~financial~~while ~~condition~~also ~~and~~maintaining ~~results~~acceptable ofoperating ~~operations~~margins.

Basta Holdings, Corp. has not yet entered the market and has no market penetration to date. Once we have entered the market, we will be one of many participants in the business of distributing copper pipes and fittings. Many established, yet well financed entities are currently active in the business of distribution such products. Nearly all Basta Holdings, Corp.'s competitors have significantly greater financial resources, technical expertise, and managerial capabilities than Basta Holdings, Corp. We are, consequently, at a competitive disadvantage in the market. Therefore, Basta Holdings, Corp. may not be able to establish itself within the industry at all.

Page | 23

Contracts

We have executed a Contract with our supplier, TAICANG JINXIN COPPER TUBE CO., LTD., dated November 3, 2012. The material terms of the Contract are the following:

1. TAICANG JINXIN COPPER TUBE CO., LTD. sells and the Basta Holdings, Corp. buys copper tubes, fittings, couplings, water valves and other products, in quantity and assortment according to Commercial Invoice which are made out on each party (set) of the Goods separately.

2. The quality and condition of the goods should be in full conformity with the technical, sanitary performances, requirements and standards, which are legal in the Sellers' country.

3. In the event that the goods are not in accordance with the terns of this contract the responsibility of the Sellers will be limited to the reimbursement of the all and only direct and unavoidable expenses, related to the reception of defective products, the Buyers had been obligated to bear.

4. United States Dollar is the Contract currency and the payment currency. The total value of the Contract is $500 000 (Five hundred thousand) USD.

5. The Products will be sold according to the Price List existing at the selling. The Sellers should notify to the Buyers such Price List beforehand.

6. The prices of Products are stipulated by the Sellers on the following payment terms: "100% payment in advance" and the following delivery terms: FOB, Shanghai, China, (according to the "Incoterms 2000").

7. All the goods delivered under the present Contract should be shipped in packing, which corresponds to the nature of the goods.

8. Either Buyer or Seller can terminate this agreement without cause by providing 60 days written notice.

A copy of the Contract is filed as Exhibit 10.1 to this registration statement.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Employees

We are a development stage company and currently have no employees, other than our sole officer, Chunfeng Lu.

Page | 24

Offices

Our business office is located at Room 2105, Sino Life Tower, No. 707 Zhang Yang Rd. Pudong, Shanghai, China, 200120. This is the office provided by our President and Director, Chunfeng Lu. Our phone number is 86-18721459159. We do not pay any rent to Ms. Lu and there is no agreement to pay any rent in the future.

Government Regulation

WeGovernmental ~~will~~agencies bethroughout the ~~required~~world, toincluding ~~comply~~the ~~with~~U.S. Federal Aviation Administration (FAA), prescribe standards for aircraft components, including virtually all ~~regulations~~commercial airline and general aviation products, ~~rules~~as well as regulations regarding the repair and ~~directives~~overhaul of ~~governmental~~airframes ~~authorities~~ and engines. ~~agencies~~Specific ~~applicable~~regulations vary from country to ~~our~~country, ~~business~~although compliance with FAA requirements generally satisfies regulatory requirements in ~~any~~other ~~jurisdiction~~countries. ~~which~~In addition, the products we ~~would~~distribute ~~conduct~~must ~~activities~~also be certified by aircraft and engine OEMs. WeIf any doof ~~not~~the ~~believe~~material authorizations or approvals that ~~regulation~~allow ~~will~~us ~~have~~to asupply ~~material~~products ~~impact~~is onrevoked or suspended, then the ~~way~~sale weof ~~conduct~~the related products would be prohibited by law, which would have an adverse effect on our business, financial condition and results of operations.

~~LEGAL~~From ~~PROCEEDINGS~~time to time, the FAA or equivalent regulatory agencies in other countries propose new regulations or changes to existing regulations, which are usually more stringent than existing regulations. If these proposed regulations are adopted and enacted, we could incur significant additional costs to achieve compliance, which could have a material adverse effect on our business, financial condition and results of operations.

~~We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.~~28

~~DIRECTORS~~We are also subject to government rules and regulations that include the U.S. Foreign Corrupt Practices Act (FCPA), ~~EXECUTIVE~~the ~~OFFICERS~~Bribery Act 2010 (Bribery Act), ~~PROMOTER~~the ~~AND~~International ~~CONTROL~~Traffic in ~~PERSONS~~Arms Regulations (ITAR), the Export Administration Regulations (EAR), economic sanctions and the False Claims Act. See “Risk Factors-Risks Related to Our Business and Industry-We are subject to unique business risks as a result of supplying equipment and services to the U.S. government directly and as a subcontractor, which could lead to a reduction in our net sales from, or the profitability of our supply arrangements with, the U.S. government and our international operations require us to comply with numerous applicable anti-corruption and trade control laws and regulations, including those of the U.S. government and various other jurisdictions, and our failure to comply with these laws and regulations could adversely affect our reputation, business, financial condition and results of operations.

~~The name, age and titles of our executive officer and director are as follows:~~Employees

Name and Address of Executive Officer and/or Director		Age		Position
Chunfeng Lu Room 2105, Sino Life Tower, No. 707 Zhang Yang Rd. Pudong, Shanghai, China, 200120		42		President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

As of March 5, 2019, we had 3- full-time employees. On average, our senior management team has approximately 23 years of experience in the aviation industry. None of our employees are represented by a union or collective bargaining agreements.

Chunfeng Lu has acted as our President, Treasurer, Secretary and sole Director since our incorporation on May 11, 2011. Ms. Lu owns 100% of the outstanding shares of our common stock. From 2001, Chunfeng Lu has been an owner-operator of the Chunhua Grocery, a grocery store in Hangzhou, China. Ms. Lu intends to devote 20 hours a week of her time to planning and organizing activities of Basta Holdings, Corp.Properties

~~During~~Our executive offices are located at 8411 West Oakland Park Blvd. Suite 201 Sunrise, Florida, 33351. We lease the ~~past~~offices ~~ten~~for ~~years~~$1,166.50 Msper month and have 3 years remaining on our lease. LuWe ~~has~~believe that ~~not~~our ~~been~~current ~~the~~facilities ~~subject~~are adequate to ~~any~~meet ofour needs over the ~~following~~next ~~events:~~12 months.

1.MANAGEMENT’S ~~Any~~DISCUSSION ~~bankruptcy~~AND ~~petition~~ANALYSIS OF ~~filed~~FINANCIAL byCONDITION AND orRESULTS ~~against~~OF ~~any business of which Ms. Lu was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.~~OPERATIONS

~~2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.~~Revenue

3.We Anrecognized ~~order~~$317,155 ~~judgment,~~and ~~or decree~~$65,042 ~~not~~in ~~subsequently~~revenues ~~reversed,~~in ~~suspended~~the ortwelve ~~vacated,~~months ended orOctober ~~any court of competent jurisdiction~~31, ~~permanently~~2018 orand ~~temporarily enjoining~~2017, ~~barring, suspending or otherwise limiting Ms~~respectively. ~~Lu’s involvement in any type of business, securities or banking activities.~~

4.Operating Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.Expenses

~~5. Was~~During the ~~subject~~year ofended ~~any~~October ~~order~~31, ~~judgment~~2018, orwe ~~decree,~~incurred ~~not~~general ~~subsequently~~and administrative ~~reversed~~expenses and professional fees of $602,972 ~~suspended~~compared orto ~~vacated~~$588,340 ofincurred ~~any~~during ~~Federal~~the oryear ~~State~~ended ~~authority~~October ~~barring~~31, ~~suspending~~2017. General orand ~~otherwise~~administrative ~~limiting~~expenses ~~for~~incurred ~~more~~during ~~than~~the 60year ~~days~~ended ~~the~~October ~~right~~31, to2018 ~~engage~~and in2017 ~~any~~were ~~activity~~generally ~~described~~related into ~~paragraph~~corporate overhead, ~~(f)(3)(i)~~financial ofand ~~this~~administrative ~~section~~contracted services, orsuch toas belegal ~~associated~~and ~~with~~accounting, ~~persons~~developmental ~~engaged~~costs, inand ~~any~~marketing ~~such activity;~~expenses.

~~6. Was~~Interest found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;Expense

~~Page~~Interest |expense 25increased by $397 to $397 for the year ended October 31, 2018 from $0 for the year ended

~~7. Was~~October ~~the subject of~~31, or2017. The aincrease ~~party~~was due to, ~~any~~interest ~~Federal~~on orthe ~~State~~loans made ~~judicial~~to orthe ~~administrative~~Company ~~order,~~during ~~judgment,~~the ~~decree,~~year orended ~~finding,~~October ~~not subsequently reversed~~31, ~~suspended or vacated, relating to an alleged violation of:~~2018.

i.(Loss) ~~Any~~gain on ~~Federal~~change orin ~~State~~fair ~~securities~~value orof ~~commodities~~derivative ~~law or regulation; or~~liabilities.

~~ii.~~On ~~Any~~March ~~law~~12, or2015, ~~regulation~~the ~~respecting~~Company ~~financial~~entered ~~institutions~~into a orFinancial ~~insurance~~Advisory ~~companies~~Agreement ~~including~~which included the sale of 10,000 ~~but~~shares ~~not~~of ~~limited~~Series C Preferred Stock. The shares of Series C Preferred Stock are convertible into common shares equivalent to 9.99% ownership interest of the Company at the time of conversion. The shares can be converted at any time. We identified an embedded derivative liability related to the conversion feature of the Series C Preferred Stock due to the variable number of common shares issuable upon conversion. On June 30, a2017, ~~temporary~~the orCompany ~~permanent~~converted ~~injunction~~10,000 shares ~~order~~of the Series C Preferred Stock into 1,180,000 shares of ~~disgorgement~~common orstock. ~~restitution~~As such, ~~civil~~we ~~money~~are ~~penalty~~required orto ~~temporary~~determine orthe ~~permanent~~fair ~~cease-~~value of this derivative and~~-desist~~ ~~order~~mark to market each reporting period. For the year ended October 31, or2018, ~~removal~~we orincurred ~~prohibition~~a ~~order;~~$0 oron change in fair value of our derivative liabilities compared to a gain of $4,672 the same period last year.

~~iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~29

~~8. Was~~Net the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Losses

~~TERM~~Our OFnet ~~OFFICE~~loss for the year ended October 31, 2018 was $286,214 as compared to a net loss of $518,626 for the year ended October 31, 2017.

~~Each~~Cash ofFlows ~~our~~for ~~directors is appointed to hold office until~~ the ~~next~~Twelve ~~annual~~Months ~~meeting~~Ended ofOctober ~~our stockholders or until her respective successor is elected and qualified~~31, or2018 ~~until~~Compared to ~~she resigns or is removed in accordance with~~ the ~~provisions~~Twelve ofMonths ~~the~~Ended ~~Nevada~~October ~~Revised~~31, ~~Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.~~2017

As of October 31, 2018, we had total assets of $125,518 and total liabilities of $215,931 as compared to total assets of $262,548 and total liabilities of $88,247 at October 31, 2017. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will have sufficient resources to maintain operations through October 31, 2020. We expect we will require additional capital to meet our long-term requirements. We expect, but there can be no assurance, that we will raise additional capital through the issuance of equity or debt securities.

Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the year ended October 31, 2018, net cash flows used in operating activities was $216,631. Net cash flows used in operating activities was $235,058 for the year ended October 31, 2017.

Cash Flows from Investing Activities

We used $0 in investing activities during the twelve months ended October 31, 2018 compared to $0 in 2017.

Cash Flows from Financing Activities

We have financed our operations primarily from either loans, or from the issuance of equity shares to shareholders. For the year ended October 31, 2018, we generated net cash flows of $64,525 generated from the proceeds from the sale of our common stock, shareholder loans and note payable. This compares to $401,175 generated from the proceeds from the sale of our common stock and shareholder loan during the twelve months ended October 31, 2017.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

Accounting principles generally accepted in the United States of America, or U.S. GAAP, require estimates and assumptions to be made that affect the reported amounts in our consolidated financial statements and accompanying notes. Some of these estimates require difficult, subjective and/or complex judgments about matters that are inherently uncertain and, as a result, actual results could differ from those estimates. Due to the estimation processes involved, the following summarized accounting policies and their application are considered to be critical to understanding our business operations, financial condition and results of operations.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of the new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. This standard permitted adoption using one of two transition methods, either the retrospectiveor modified retrospective transition method. The Company adopted these standards at the beginning of fiscal year 2019 using the modified retrospective method.

The Company revenue recognition policy follows guidance from Accounting Standards Codification (ASC) 606, Revenue from contract with customers. Revenue is recognized when the Company transferred promised goods and services to the customer and in the amount that reflect the consideration to which the company expected to be entitled in exchange for those goods and services.

The Company applies the following five-step model in order to determine this amount:

(i) Identification of Contact with a customer;

(ii) Identify the performance obligation of the contract

(iii) Determine transaction price;

(iv) Allocation of the transaction price to the performance obligations; and

(v) Recognition of revenue when (or as) the Company satisfies each performance obligation.

Principal Versus Agent Considerations

Pursuant to Accounting Standards Codification subtopic 605-45, Reporting Revenue Gross as a Principal versus Net as an Agent (“ASC 605-45”), we determine whether revenue should be reported on a gross or net basis. Key indicators that we used in evaluating gross versus net treatment include, but are not limited to, the following:

● which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

● which party has discretion in establishing the price for the specified good or service.

Based on our evaluation of the above indicators, we concluded that revenue is reported on a net basis.

Our sources of revenue is generated from selling inventory parts subject to inventory consignment arrangements and revenue share agreements and direct sale of inventory to the customer. The consignment agreement was terminated on October 31, 2018.

Impairment of Long-Lived Assets

We review the carrying value of amortizing long-lived assets whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. We also assess recoverability of the asset by estimating the future undiscounted net cash flows expected to result from the asset, including eventual disposition. If the estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value. Non-amortizing intangibles are reviewed annually for impairment. We have not recognized any impairment losses during the years ended October 31, 2018 and 2017.

Valuation of our Equity Securities

We use a fair-value based method to determine compensation for all arrangements under which Company employees and others receive shares, options or warrants to purchase common shares of BlackPoll Fleet. Future stock-based compensation expense if any will be recorded over the requisite service period based on estimates of probability and time of achieving milestones and vesting. For accounting purposes, the shares will be considered issued and outstanding upon vesting.

Income taxes

The Company recognizes deferred tax assets and liabilities for any basis differences in its assets and liabilities between tax and GAAP reporting, and for operating loss and credit carry-forwards. In light of the Company’s history of cumulative net operating losses and the uncertainty of their future utilization, the Company has established a valuation allowance to fully offset its net deferred tax assets as of October 31, 2018 and 2017.

Derivative Financial Instruments

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Inflation

Inflation did not have a material effect on our operating results for the years ended October 31, 2018 and 2017.

Executive Officers and Directors

Set forth below is information regarding the current directors and executive officers of the Company as of the date of this Prospectus. Directors are to be elected each year by our stockholders at an annual meeting. Each director holds his office until his successor is elected and qualified or resignation or removal. Executive officers are appointed by our board of directors. Each executive officer holds his office until he resigns or is removed by the board of directors or his successor is appointed and qualified.

Name		Age		Title
Dan Oran		53		Chief Executive Officer, Chief Financial Officer and Director

Dan Oran - Chief Executive Officer, President and Director

Mr. Oran is 53 years of age. He has more than 27 years of experience as a successful business owner in the U.S. and Israel with extensive knowledge of finance, sales and cost management skills. Mr. Oran is also a seasoned real estate investor who owns and manages both commercial and residential properties in South Florida and abroad. Since March 2018, Mr. Oran is affiliate shareholder of Beta Music Group, Inc., a publicly traded company (“BEMG”). Since December 2017, Mr. Oran is majority shareholder, director and chief executive officer of Profile Solutions, Inc., a publicly traded company (“PSIQ”). From July 2016 through March 2018, Mr. Oran was a Director of Nutra Pharma Corp., a publicly traded company (“NPHC”). Since 2014, Mr. Oran has been the brand builder and consultant for the Cybertec Group, a communications technology company. From 2008 through 2014 Mr. Oran owned and managed Aboulafia, a manufacturer and distributor of electronics equipment. From 1999 through 2008, Mr. Oran owned and managed Lav Distributors, a distributor of electronics equipment. Mr. Oran was raised and educated in Israel, moving to the United States in 1990.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

●	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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

●	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

●	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

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

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.

POTENTIAL CONFLICTS OF INTEREST

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

DIRECTOR INDEPENDENCE

~~Our~~We ~~board~~are ~~of directors is currently composed of one member, Chunfeng Lu, who does~~ not ~~qualify~~subject asto ~~an independent director in accordance with the published~~ listing requirements of ~~the~~any ~~NASDAQ~~national ~~Global~~securities exchange ~~Market. The~~or ~~NASDAQ~~national ~~independence~~securities ~~definition~~association ~~includes a series of objective tests~~and, ~~such~~ as ~~that~~a ~~the director is not~~result, ~~and~~we ~~has~~are not ~~been for~~ at ~~least~~this ~~three~~time ~~years,~~required ~~one~~to ofhave our ~~employees~~board ~~and~~comprised ~~that neither the director, nor any~~ of ~~her~~a majority ~~family members has engaged in various types~~ of ~~business~~“independent ~~dealings with us~~directors. In” ~~addition,~~Our ~~our~~determination ~~board~~of independence of directors ~~has~~is ~~not~~ made ausing ~~subjective~~the ~~determination~~definition asof “independent ~~to each~~ director” ~~that~~contained ~~no relationships exist which,~~ in ~~the~~Rule ~~opinion~~4200(a)(15) of ~~our~~the ~~board~~Marketplace Rules of ~~directors, would interfere with~~ the ~~exercise~~NASDAQ ofStock ~~independent~~Market ~~judgment~~(“NASDAQ”), even inthough ~~carrying~~such ~~out~~definition ~~the~~does ~~responsibilities of~~not acurrently ~~director,~~apply ~~though~~to ~~such~~us ~~subjective~~because ~~determination~~we isare ~~required~~not bylisted ~~the~~on NASDAQ ~~rules~~. ~~Had~~ ~~our~~We ~~board~~have ofdetermined ~~directors~~that ~~made~~none ~~these determinations,~~ of our ~~board of~~ directors ~~would~~currently ~~have~~meet ~~reviewed~~the ~~and~~definition ~~discussed~~of ~~information~~“independent” ~~provided~~as bywithin the ~~directors~~meaning ~~and~~of ussuch ~~with~~rules ~~regard~~as toa ~~each~~result ~~director’s~~of ~~business~~their current ~~and~~positions ~~personal activities and relationships~~ as ~~they may relate to us and~~ our ~~management~~executive officers.

EXECUTIVE COMPENSATION

~~MANAGEMENT~~The ~~COMPENSATION~~following table provides certain summary information concerning compensation awarded to, earned by, or paid to our Chief Executive Officer and other named officers of our Company for fiscal years 2017 and 2018. Also, narrative disclosure to the summary compensation table is not provided as our officers are not employed under employment contracts.

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on May 11, 2011until October 31, 2012:

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Jacob Gitman (1)		2017	$	—		—		—		—		—		—		—		—
CEO President
Dan Oran (2) CEO, President		2018	$	90,000											$	30,000
		2017		—		—		—		—		—		—		—		—

~~Summary~~(1) ~~Compensation~~Jacob ~~Table~~Gitman resigned as an officer and director of the Company on June 30, 2017

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	All Other Compensation ($)	Total ($)
Chunfeng Lu, President, Secretary and Treasurer	May 11, 2011 to October 31, 2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

(2)

Dan Oran was appointed CEO, President and director of the Company on June 30, 2017

~~Page~~SECURITY OWNERSHIP |OF 26BENEFICIAL OWNERS AND MANAGEMENT

~~There~~The ~~are~~following notable ~~current~~sets forth ~~employment~~certain ~~agreements~~information ~~between~~regarding the ~~company~~beneficial ownership of our common stock by (i) each person who, to our knowledge, owns more than 5% of our common stock, (ii) each of our current directors and ~~its~~the named executive officer identified under the heading “Executive Compensation” and (iii) all of our current directors and executive officers as a group. We have determined beneficial ownership in accordance with applicable rules of the SEC, and the information reflected in the table below is not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days after March 5, 2019 through the exercise of any option, warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information furnished to us that each of the persons named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

~~Ms.~~The Luinformation ~~currently~~set ~~devotes~~forth in ~~approximately~~the ~~twenty~~table ~~hours~~below ~~per~~is ~~week~~based toon ~~manage~~27,358,052 ~~the~~shares ~~affairs~~ of ~~the~~our ~~Company~~common stock issued and outstanding on March 5, 2019. ~~She~~In ~~has~~computing ~~agreed~~the number toof ~~work~~shares ~~with~~of nocommon ~~remuneration~~stock ~~until~~beneficially ~~such~~owned ~~time~~by asa person and the ~~company~~percentage ~~receives~~ownership ~~sufficient~~of ~~revenues~~that ~~necessary~~person, we deemed to ~~provide~~be ~~management~~outstanding all ~~salaries. At~~shares ~~this~~of ~~time~~common stock subject to options, wewarrants, ~~cannot~~rights ~~accurately~~or ~~estimate~~other ~~when~~convertible ~~sufficient~~securities ~~revenues~~held by that person that are currently exercisable or will ~~occur~~be toexercisable ~~implement~~within ~~this~~60 ~~compensation~~days after March 5, or2019. ~~what~~We did not deem these shares outstanding, however, for the purpose ~~amount~~of computing the percentage ownership of any other person. Unless otherwise indicated, the ~~compensation~~principal ~~will~~address beof each of the stockholders below is in care of BlackPoll Fleet International Inc. 8411 West Oakland Park Blvd. Suite 201 Sunrise, Florida, 33351.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.34

Director Compensation

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned

5% + Stockholders:
Alpha Investment & Lending Corp. ⁽¹⁾		3,345,818		13.81	%
Leonard Tucker		1,996,820		7.3	%
Executive Officers and Directors:
Dan Oran		17,971,377
All current executive officers and directors as a group (1 persons)		17,971,377		65.87	%

~~The~~(1) ~~following~~Principal ~~table~~Address ~~sets~~of ~~forth~~Alpha ~~director~~Investment ~~compensation~~is as1013 ofCentre ~~October~~Rd. 31Suite 403-A, ~~2012:~~Wilmington, DE 19805

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Chunfeng Lu			-0-				-0-				-0-				-0-				-0-				-0-				-0-

Change in Control

~~CERTAIN~~We ~~RELATIONSHIPS~~are ~~AND~~not ~~RELATED~~aware ~~TRANSACTIONS~~of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.

~~Chunfeng~~CERTAIN LuRELATIONSHIPS ~~will~~AND ~~not~~RELATED bePARTY ~~paid for any underwriting services that she performs on our behalf with respect to this offering.~~ TRANSACTIONS

OnThe ~~May~~following ~~21,~~is ~~2012, we issued~~ a ~~total~~ description of ~~3,000,000~~transactions ~~shares~~since ofNovember ~~restricted common stock to Chunfeng Lu~~1, ~~our~~2017 ~~sole officer and director in consideration of $3,000. Further, Ms. Lu has advanced funds~~ to ~~us.~~which Aswe ofhave ~~October~~been ~~31,~~a ~~2012~~party, ~~Ms.~~in Luwhich ~~advanced~~the usamount ~~$383.~~involved ~~Ms.~~exceeded Luor will ~~not~~exceed ~~be repaid from~~ the lesser ~~proceeds~~ of ~~this~~$120,000 ~~offering.~~or ~~There~~1% ~~is no due date for the repayment~~ of the ~~funds~~average ~~advanced by Ms. Lu. Ms. Lu will be repaid from revenues~~ of ~~operations~~our iftotal ~~and~~assets ~~when~~at weyear-end ~~generate~~for ~~revenues to pay~~ the ~~obligation.~~last ~~There~~two isyears, noand ~~assurance~~in ~~that~~which weany ~~will~~of ~~ever generate revenues from~~ our ~~operations.~~executive officers, ~~The~~directors ~~obligation~~or toholders ~~Ms.~~of Lumore ~~does~~than ~~not~~5% ~~bear interest. There is no written agreement evidencing the advancement~~ of ~~funds~~our bycommon ~~Ms.~~stock, Lu or ~~the~~an ~~repayment~~affiliate ofor ~~the~~immediate ~~funds~~family tomember ~~Ms.~~thereof, ~~Lu.~~had ~~The~~or will ~~entire transaction was oral. Ms. Lu is providing us office space free of charge and we~~ have a ~~verbal~~direct ~~agreement~~or ~~with~~indirect ~~Ms.~~material Luinterest ~~that,~~other ifthan ~~necessary~~compensation arrangements, ~~she~~which ~~will~~are ~~loan~~described in the ~~company~~section ~~funds~~above titled to“Executive ~~complete the registration process~~Compensation.”

~~SECURITY~~On ~~OWNERSHIP~~August OF2, ~~CERTAIN~~2018, the ~~BENEFICIAL~~Company ~~OWNERS~~entered ~~AND~~into ~~MANAGEMENT~~an unsecured promissory note with a related party in the amount of $25,000. Pursuant to the terms of the note, the note is bearing 5% interest, and is due on or before August 2, 2019.

~~The~~On ~~following~~October ~~table~~2, ~~sets~~2018, the ~~forth~~Company ~~certain~~entered ~~information~~into ~~concerning~~an ~~the~~unsecured ~~number~~promissory ofnote ~~shares~~with ofa ~~our~~related ~~common~~party ~~stock~~in ~~owned~~the ~~beneficially~~amount as of ~~December 19~~$10,000. ~~2012~~Pursuant ~~by: (i) each person (including any group) known~~ to usthe toterms ~~own more than five percent (5%)~~ of ~~any class of our voting securities~~the note, ~~(ii)~~the ~~our~~note ~~director,~~is ~~and~~bearing or5% ~~(iii) our officer. Unless otherwise indicated~~interest, ~~the stockholder listed possesses sole voting~~ and ~~investment~~is ~~power~~due ~~with~~on ~~respect to the shares shown~~demand.

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage
Common Stock		Chunfeng Lu Room 2105, Sino Life Tower, No. 707 Zhang Yang Rd. Pudong, Shanghai, China, 200120		3,000,000 shares of common stock (direct)			100	%

On October 12, 2018, the Company entered into an unsecured promissory note with a related party in the amount of $2,500. Pursuant to the terms of the note, the note is non-interest bearing, and is due on or before October 12, 2021.

~~Page~~On |October 2718, 2018, the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 5% interest, and is due on demand.

~~(1)~~On ANovember ~~beneficial owner of a security includes any person who~~2, ~~directly or indirectly~~2018, ~~through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes~~ the ~~power~~Company toentered ~~vote,~~into oran tounsecured ~~direct~~promissory ~~the~~note ~~voting~~with ofa ~~shares;~~related ~~and~~party ~~(ii)~~in ~~investment power, which includes~~ the ~~power~~amount ~~to dispose or direct the disposition~~ of ~~shares~~$25,000. ~~Certain~~Pursuant ~~shares may be deemed~~ to ~~be beneficially owned by more than one person (if, for example, persons share~~ the ~~power~~terms ~~to vote or the power to dispose~~ of the ~~shares). In addition~~ note, ~~shares are deemed to be beneficially owned by a person if~~ the ~~person~~note ~~has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information~~ is ~~provided. In~~bearing ~~computing~~5% ~~the percentage ownership of any person~~interest, ~~the~~and ~~amount of shares outstanding~~ is ~~deemed~~due toon ~~include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights~~demand. ~~As of December 19, 2012, there were 3,000,000 shares of our common stock issued and outstanding.~~

~~Future~~On ~~sales~~November by27, ~~existing~~2018, ~~stockholders~~the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is none interest bearing and is due on or before November 27, 2020.

AOn ~~total~~November of29, 32018,~~000,000~~ the ~~shares~~Company ofentered ~~common~~into ~~stock~~an ~~were~~unsecured ~~issued~~promissory tonote ~~our~~with ~~sole~~a ~~officer~~related ~~and~~party ~~director, all of which are restricted securities, as defined~~ in ~~Rule 144 of~~ the ~~Rules~~amount ~~and Regulations~~ of ~~the SEC promulgated under the Securities Act~~$50,000. ~~Under~~Pursuant ~~Rule 144, the shares can be publicly sold, subject~~ to ~~volume restrictions and restrictions on~~ the ~~manner~~terms of ~~sale. Such shares can only be sold after six months provided that~~ the ~~issuer~~note, of the ~~securities~~note is, ~~and~~none ~~has~~interest ~~been for a period of at least 90 days immediately before the sale~~bearing, ~~subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable,~~ and ~~sales~~is ofdue ~~all of our other shares after applicable restrictions expire, could have a depressive effect~~ on ~~the~~or ~~market~~before ~~price,~~November ~~if any~~29, ~~of our common stock and the shares we are offering~~2021.

There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who owns 3,000,000 restricted shares of our common stock. 35

PLAN OF DISTRIBUTION

Basta Holdings, Corp. has 3,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 3,000,000 shares of its common stock for sale at the price of $0.03 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company’s selling efforts in the offering, Chunfeng Lu will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Ms. Lu is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Ms. Lu will not be compensated in connection with her participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Ms. Lu is not, nor has she been within the past 12 months, a broker or dealer, and she is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Ms. Lu will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Ms. Lu will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Page | 28

Basta Holdings, Corp. will receive all proceeds from the sale of the 3,000,000 shares being offered. The price per share is fixed at $0.03 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.03 for up to 240 days from the effective date of this prospectus.

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.03 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Basta Holdings, Corp. has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Basta Holdings, Corp. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) which we expect to be $8,000.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and

- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “Basta Holdings, Corp.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

Page | 29

Penny Stock Regulations

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

STATE SECURITIES - BLUE SKY LAWS

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

Page | 30

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of December 19, 2012, there were 3,000,000 shares of our common stock issued and outstanding those were held by one registered stockholder of record and no shares of preferred stock issued and outstanding. Our sole officer and director, Chunfeng Lu owns 3,000,000.

COMMON STOCK

The following is a summary of the material rights and restrictions associated with our common stock.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

ANTI-TAKEOVER LAW

Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Page | 31

INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if she acted in good faith and in a manner she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which she is to be indemnified, we must indemnify her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $90,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Basta Holdings, Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

Ronald R. Chadwick, P.C., our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Ronald R. Chadwick, P.C. has presented its report with respect to our audited financial statements.

LEGAL MATTERS

Cane Clark LLP has opined on the validity of the shares of common stock being offered hereby.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.

Page | 32

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered public accountant.

FINANCIAL STATEMENTS

Our fiscal year end is October 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by Ronald R. Chadwick, P.C.

Our financial statements from inception to October 31, 2012, immediately follow:

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1
		PAGE
Financial Statements
BLACKPOLL INTERNATIONAL AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet – October 31, 2012	F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
Statement of Operations – May 11, 2011 (inception) through October 31, 2012	F-3
CONSOLIDATED BALANCE SHEETS AT OCTOBER 31, 2018 AND 2017		F-2
Statement of Stockholders’ Equity– May 11, 2011 (inception) through October 31, 2012	F-4
CONSOLIDATED STATEMENTS OF OPERATIONS AND FOR THE YEARS ENDED OCTOBER 31, 2018 AND 2017		F-3
Statement of Cash Flows – May 11, 2011 (inception) through October 31, 2012	F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY FOR THE YEARS ENDED OCTOBER 31, 2018 AND 2017		F-4
Notes to Financial Statements	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2018 AND 2017		F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-6

~~Page | 33~~ 36

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

~~Basta~~BlackPoll ~~Holdings~~Fleet International, ~~Corp~~Inc. and Subsidiary

~~Henderson,~~Opinion ~~Nevada~~on the Financial Statements

IWe have audited the accompanying consolidated balance sheets of ~~Basta~~BlackPoll ~~Holdings~~Fleet International, ~~Corp~~Inc. (aand ~~development~~subsidiary ~~stage~~(The ~~company~~“Company”) as of October 31, ~~2012~~2018 and ~~2011,~~ 2017 and the related consolidated statements of operations, stockholders'’ (deficit) equity, and cash flows for each of the years in the two-year period ended October 31, ~~2012,~~2018 ~~the~~and ~~period~~2017 ~~from~~and ~~May~~the ~~11,~~related ~~2011~~notes (~~inception~~collectively referred to as the consolidated financial statements). ~~through~~In ~~October~~our 31opinion, ~~2011~~the consolidated financial statements present fairly, ~~and~~in ~~for~~all material respects, the ~~period~~consolidated ~~from~~financial position ~~May~~of ~~11,~~the ~~2011~~Company ~~(inception)~~as ~~through~~of October 31, ~~2012.~~2018 ~~These~~and ~~financial~~2017, ~~statements~~and ~~are~~ the ~~responsibility~~consolidated results of its operations and its cash flows for each of the ~~Company's~~years ~~management.~~in Mythe ~~responsibility~~two-year isperiod toended ~~express~~October an31, ~~opinion~~2018, onin ~~these~~conformity ~~financial~~with ~~statements~~accounting ~~based~~principles ongenerally myaccepted ~~audit~~in the United States of America.

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

InThe myaccompanying ~~opinion,~~consolidated ~~the~~ financial statements have ~~referred~~been toprepared ~~above~~assuming ~~present~~that ~~fairly,~~the inCompany ~~all~~will ~~material~~continue ~~respects,~~as ~~the~~a ~~financial~~going ~~position~~concern. ofAs ~~Basta~~discussed ~~Holdings,~~in ~~Corp.~~Note as3 ofto ~~October~~the 31consolidated financial statements, ~~2012~~the ~~and~~Company ~~2011~~has an accumulated deficit, ~~and~~recurring ~~the~~losses, ~~results~~and ofexpects ~~its~~continuing ~~operations~~future losses, and ~~its~~has ~~cash~~stated ~~flows~~that substantial ~~for~~doubt ~~the~~exists ~~year~~about ~~ended~~the ~~October~~Company’s ~~31,~~ability ~~2012,~~to ~~the~~continue ~~period~~as ~~from~~a ~~May~~going ~~11,~~concern. ~~2011~~Management’s ~~(inception)~~evaluation ~~through~~of ~~October~~the events ~~31,~~and ~~2011,~~conditions and ~~for~~management’s ~~the~~plans ~~period~~regarding ~~from~~these ~~May~~matters ~~11,~~are ~~2011~~also ~~(inception)~~described ~~through~~in ~~October~~Note ~~31,~~3. ~~2012~~The inconsolidated ~~conformity~~financial statements ~~with~~do ~~accounting~~not ~~principles~~include ~~generally~~any ~~accepted~~adjustments inthat ~~the~~might ~~United~~result ~~States~~from the outcome of ~~America~~this uncertainty.

~~The~~Basis ~~accompanying~~for financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has suffered a loss from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Opinion

~~Aurora,~~These ~~Colorado~~consolidated ~~December~~financial 6,statements ~~2012~~are the ~~Ronald~~responsibility R.of ~~Chadwick,~~the PCompany’s management.C. ~~RONALD~~Our Rresponsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. ~~CHADWICK,~~We Pare a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.CS. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RBSM LLP
We have served as the Company’s auditor since 2015.

Henderson, Nevada
March 13, 2019

F-1

~~Page~~BlackPoll |Fleet 34International, Inc. Consolidated Balance Sheets (Audited)

BASTA HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
		October 31,			October 31,
		OCTOBER 31, 2012	OCTOBER 31, 2011
		2018			2017
ASSETS
Assets
Current Assets
Cash		$	14,666		$	166,772
	Cash	$ 3,100	$ 0
Accounts receivable, net			43,629			52,743
	Total current assets	3,100	0
Advances			34,465			39,420
Total assets		$ 3,100	$ 0
Inventory			31,627			1,940
LIABILITIES AND STOCKHOLDER’S EQUITY
Total Current Assets			124,387			260,875
Current Liabilities
Property , net			1,131			1,673
	Loan from shareholder	$ 383	$ 179
Total Assets		$	125,518		$	262,548
	Total current liabilities	383	179
Liabilities and Stockholders’ (Deficit) Equity
Total liabilities		383	179
Current Liabilities
Stockholder’s Equity
Accounts payable and accrued expenses		$	148,075		$	87,072
	Common stock, $0.001 par value, 75,000,000 shares authorized;
Customer deposits			21,798			—
	3,000,000 shares issued and outstanding as at October 31, 2012	3,000	-
Note payable - related party			40,558			1,175
	Additional paid-in-capital	-	-
Total Current Liabilities			210,431			88,247
	Deficit accumulated during the development stage	(283)	(179)
Long Term Liabilities
Total stockholder’s equity		2,717	(179)
Note payable - related party			2,500			—
Total liabilities and stockholder’s equity		$ 3,100	$ 0
Loan payable			3,000			—
Total Current Liabilities			5,500			—
Total Liabilities			215,931			88,247
Commitments and Contingencies			—			—
Stockholders’ (Deficit) Equity
Series A Preferred Stock $0.001 par value, 5,000,000 shares authorized no shares issued and outstanding at October 31, 2018 and October 31, 2017			—			—
Series B Convertible Preferred Stock $0.001 par value: 5,000,000 shares authorized, 37,500 shares issued and outstanding at October 31, 2018 and 2017, respectively			38			38
Series C Convertible Preferred Stock $0.001 par value: 10,000 shares authorized, 0 and 10,000 shares issued and outstanding at October 31, 2018 and 2017, respectively			—			—
Common stock, $0.001 par value; 250,000,000 shares authorized; 27,358,015 and 27,337,015, shares issued and outstanding at October 31, 2018 and 2017, respectively			27,358			27,337
Additional paid in capital			2,789,164			2,767,685
Preferred stock receivable			(1,000	)		(1,000	)
Common stock receivable			(796,000	)		(796,000	)
Accumulated deficit			(2,109,973	)		(1,823,759	)
Total Stockholders’ (Deficit) Equity			(90,413	)		174,301
Total Liabilities and Stockholders’ (Deficit) Equity		$	125,518		$	262,548

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

F-2

~~Page~~BlackPoll |Fleet 35International, Inc. Consolidated Statements of Operations (Audited)

BASTA HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS
		For the			For the
	Fiscal year Ended October 31, 2012	For the period from inception (May 11, 2011) to October 31, 2011	For the period from inception (May 11, 2011) to October 31, 2012
		year			year
Revenues	$ -	$ -	$ -
		ended			ended
Expenses
		October 31,			October 31,
General and administrative expenses	104	179	283
		2018			2017
Net loss from operations	(104)	(179)	(283)
Revenues (Gross billings $435,127 and $113,812 less provider costs of $117,972 and $48,770 for the years ended October 31, 2018 and 2017)		$	317,155		$	65,042
Net loss	$ (104)	$ (179)	$ (283)
Operating Expense
Loss per common share – Basic and Diluted	$ (0.00)	$ (0.00)
General and administrative			602,430			587,798
Weighted Average Number of Common Shares Outstanding-Basic and Diluted	1,344,262	-
Depreciation			542			542
Total operating expenses			(602,972	)		(588,340	)
Net loss from operations			(285,817	)		(523,298	)
Other Income
Interest expense			(397	)		—
Change in fair value of derivative liability			—			4,672
Loss from operations before income taxes			(286,214	)		(518,626	)
Provision for income tax			—			—
Net Loss		$	(286,214	)	$	(518,626	)
Basic and diluted loss per weighted average common share		$	(0.01	)	$	(0.04	)
Weighted Averages Shares Outstanding - Basic and Diluted			27,348,119			14,466,877

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

F-3

~~Page~~BlackPoll |Fleet 36International, Inc Consolidated Statement of Stockholders’ Equity(Deficit) (Audited)

BASTA HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDER’S EQUITY For the period from inception (MAY 11, 2011) to OCTOBER 31, 2012
		Class B						Class C																												Total
	Number of Common Shares	Amount	Additional Paid-in- Capital	Deficit accumulated during development stage	Total
		Convertible						Convertible										Common Stock						Additional			Preferred			Common						Stockholders’
Balance at inception	-	$ -	$ -	$ -	$ -
		Preferred Stock						Preferred Stock						Common Stock				-Payable						Paid in			Stock			Stock			Accumulated			Equity
Net loss			-	(179)	(179)
		Shares				Amount		Shares			Amount			Shares		Amount		Shares			Amount			Capital			Receivable			Receivable			Deficit			(Deficit)
Balance as of October 31, 2011	-	-		(179)	(179)
Balance October 31, 2016			37,500			$	38		10,000		$	10			3,718,818	$	3,719		360,000		$	360,000		$	1,620,556		$	(1,000	)	$	(796,000	)	$	(1,305,133	)	$	(117,810	)
Common shares issued for cash at $0.001 on May 21, 2012	3,000,000	3,000	-	-	3,000
Issuance of shares for services			—				—		—			—			3,146,820		3,147		—			—			407,590			—			—			—			410,737
Net loss				(104)	(104)
Issuance of shares for cash - related party			—				—		—			—			17,971,377		17,971		—			—			142,029			—			—			—			160,000
Balance as of October 31, 2012	3,000,000	$3,000	$ -	$ (283)	$ 2,717
Issuance of shares for cash			—				—		—			—			960,000		960		—			—			239,040			—			—			—			240,000
Conversion of Preferred Series C to common stock			—				—		(10,000	)		(10	)		1,180,000		1,180		—			—			(1,170	)		—			—			—			—
																																					—
Issuance of common stock issuable			—				—		—			—			360,000		360		(360,000	)		(360,000	)		359,640			—			—			—			—
Net loss			—				—		—			—			—		—		—			—			—			—			—			(518,626	)		(518,626	)
Balance October 31, 2017			37,500				38		—			0			27,337,015		27,337		—			0			2,767,685			(1,000	)		(796,000	)		(1,823,759	)		174,301
Issuance of shares for services			—				—		—			—			1,000		1		—			—			1,499			—			—			—			1,500
Issuance of shares for cash			—				—		—			—			20,000		20		—			—			19,980			—			—			—			20,000
Net loss			—				—		—			—			—		—		—			—			—			—			—			(286,214	)		(286,214	)
Balance October 31, 2018			37,500			$	38		—		$	—			27,358,015	$	27,358		—		$	—		$	2,789,164		$	(1,000	)	$	(796,000	)	$	(2,109,973	)	$	(90,413	)

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

F-4

~~Page~~BlackPoll |Fleet 37International, Inc. Consolidated Statements of Cash Flows (Audited)

BASTA HOLDINGS, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS
		For the years ended October 31,
		Fiscal year Ended October 31, 2012	For the period from inception (May 11, 2011) to October 31, 2011	For the period from inception (May 11, 2011) to October 31, 2012
		2018			2017
Operating Activities
Cash Flow From Operating Activities
Net loss	~~Net loss~~	$ ~~(104)~~	$ (~~179)~~286,214	~~$ (283~~)	$	(518,626	)
	Net cash used in operating activities	(104)	(179)	(283)
Adjustments to reconcile net loss to net cash (Used in) operating activities:
Financing Activities
Depreciation expense			542			542
	Proceeds from sale of common stock	3,000	-	3,000
Stock based consulting expense			1,500			410,737
	Proceeds from loan from shareholder	204	179	383
(Gain) on change in fair value of derivative liability			—			(4,672	)
	Net cash provided by financing activities	3,204	179	3,383
Changes in operating assets and liabilities:
Net increase in cash and equivalents		3,100	0	3,100
(Increase)Decrease in accounts receivables, net			9,114			(52,143	)
Cash and equivalents at beginning of the period		0	0	0
Increase in inventory			(29,687	)		(1,940	)
Cash and equivalents at end of the period		$ 3,100	$ 0	$ 3,100
(Increase)Decrease in advances			4,955			(39,420	)
	Supplemental cash flow information:
Increase in customer deposits			21,798			—
	Cash paid for:
Increase(Decrease) in accounts payable and accrued liabilities			61,003			(29,536	)
	Interest	$ -	$ -	$ -
Increase in accrued interest - related party			358			—
	Taxes	$ -	$ -	$ -
Net Cash (Used in) Operating Activities			(216,631	)		(235,058	)
Cash Flow From Investing Activities			—			—
Net Cash Used in Investing Activities			—			—
Cash Flow From Financing Activities
Advances from related party			48,470			1,175
Payment of loan - related party			(6,945	)		—
Proceeds from note payable			3,000			—
Common stock issued for cash			20,000			400,000
Net Cash Provided by Financing Activities			64,525			401,175
Net Change in Cash			(152,106	)		166,117
Cash, Beginning of Year			166,772			655
Cash, End of Period		$	14,666		$	166,772
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		$	—		$	—
Cash paid for income taxes		$	—		$	—

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

F-5

~~Page~~BlackPoll |Fleet 38International, Inc.

~~BASTA~~NOTES ~~HOLDINGS,~~TO ~~CORP.~~CONSOLIDATED FINANCIAL STATEMENTS

(~~A DEVELOPMENT STAGE COMPANY~~AUDITED)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2012 and 2011

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

~~Organization~~On ~~and~~July ~~Description~~22, 2015, the Company filed a certificate of ~~Business~~amendment with the Secretary of State of the State of Nevada in order to effectuate a name change. The Certificate of Amendment became effective on July 24, 2015. On July 23, 2015, the Company filed a certificate of correction with the Secretary of State of the State of Nevada modifying the name of the Company to BlackPoll Fleet International, Inc.

~~BASTA~~BlackPoll ~~HOLDINGS~~Fleet International, ~~CORP~~Inc. f/k/a Basta Holdings Corp, (the “Company”, “BPFI”, Basta”, “us”, “we”) was incorporated under the laws of the State of Nevada on May 11, 2011 and ~~intends~~intended to commence operations in the distribution of copper pipes and fittings for sanitary engineering. ~~The~~In January 2014, the Company’s ismajority shareholder sold 100% of her ownership, which represented 80.43% of the Company’s outstanding common shares, to a third party in a private transaction. Coincidental with this change of ownership, the Company discontinued its previous business plan to distribute copper pipes and fittings and adopted a new business plan to provide aviation services to third parties. BPFI was a provider of contract procurement, aviation business development ~~stage~~and asaircraft ~~defined~~management ~~under~~services ~~Financial~~for ~~Accounting~~fixed ~~Standards~~and ~~Board~~rotary ~~(“FASB”)~~winged ~~Accounting~~aircraft. ~~Standards~~Additional ~~Codification~~areas of existing and planned operational focus include provision of cargo aviation services, long-term lease/charter management, fixed and rotary maintenance and overhaul service, business aviation, fixed base operations (“~~ASC~~FBO”) ~~915-205~~development ~~"Development-Stage~~and ~~Entities~~operation.~~” Since~~ ~~inception~~The ~~through~~Company ~~October~~was, as of October 31, ~~2012~~2016 and 2015, under the ~~Company~~leadership ~~has~~of ~~not~~Dr. ~~generated~~Jacob ~~any~~Gitman, ~~revenue~~PhD, Chief Executive Officer and ~~has~~Chief ~~accumulated~~Financial ~~losses~~Officer. Subsequently on June 30, 2017, the Company’s majority shareholder Jacob Gitman sold 100% of ~~$283~~his ownership, which represented 86% of the Company’s outstanding common shares, to a third party in a private transaction. As of October 31, 2017, the Company is under the leadership of Dan Oran, the majority shareholder.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $283 as of October 31, 2012 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted October 31 fiscal year end.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At October 31, 2012 the Company's bank deposits did not exceed the insured amounts.

Basic and Diluted Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

F-6

~~Page~~Jet |Aviation, 39Corp., a wholly owned subsidiary, was incorporated under the laws of the State of Florida, on July 24, 2017.

~~Dividends~~Company Development

~~The~~As of October 31, 2016 the business activities of BlackPoll Fleet International, Inc. have been discontinued. On July 21, 2017, the Company ~~has~~refocused ~~not~~its ~~adopted~~continuing ~~any~~business related ~~policy~~to ~~regarding~~aviation ~~payment~~and ofthe ~~dividends~~Company entered into a Consignment Agreement with Jet Aviation Components & Aircraft International, Inc. No(“Jet”) ~~dividends~~for ~~have~~the exclusive ~~been~~right ~~paid~~to sell inventory during ~~any~~the term of Agreement. The agreement was terminated on October 31, 2018 and the ~~periods~~Company ~~shown~~currently is in the business of selling plane parts.

~~Income~~NOTE ~~Taxes~~2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~Company follows the liability method~~ of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. presentation

~~Advertising~~The ~~Costs~~Company uses the accrual basis of accounting and the preparation of the financial statements are in conformity with U.S. generally accepted accounting principles (U.S. GAAP). US GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. The Company has adopted an October 31 fiscal year end.

~~The~~On July 21, 2017, the Company’s ~~policy~~refocused ~~regarding~~its continuing ~~advertising~~business isrelated to ~~expense~~aviation ~~advertising~~and ~~when~~the ~~incurred~~Company entered into a Consignment Agreement with Jet Aviation Components & Aircraft International, Inc. ~~The~~(“Jet”) ~~Company~~for ~~incurred~~the exclusive ~~advertising~~right ~~expense~~to ofsell $0inventory during the ~~period~~term ~~ended~~of Agreement. The consignment agreement was terminated on October 31, ~~2012~~2018.

~~Impairment~~Principles of ~~Long-Lived Assets~~consolidation

The ~~Company~~accompanying, ~~when~~consolidated ~~applicable,~~financial ~~continually~~statements for ~~monitors~~the ~~events~~year ~~and~~ended ~~changes~~October in31, ~~circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present~~2018, ~~the~~include ~~Company assesses~~ the ~~recoverability~~accounts of ~~long-lived~~BlackPoll ~~assets~~Fleet byInternational, ~~determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows~~Inc. Ifand ~~the~~its ~~total~~wholly ofowned ~~the future cash flows is less than the carrying amount of those assets~~subsidiary, Jet ~~the~~Aviation ~~Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets~~Corp. ~~Assets~~All tointercompany beaccounts ~~disposed~~have ofbeen ~~are~~eliminated ~~reported~~upon ~~at the lower of the carrying amount or the fair value less costs to sell~~consolidation.

~~Recent~~Use ~~accounting~~of ~~pronouncements~~ estimates

WeThe ~~have~~preparation ~~reviewed~~of ~~all~~financial statements in conformity with generally accepted accounting principles in the ~~recently~~United ~~issued,~~States ~~but~~of ~~not~~America ~~yet~~requires ~~effective,~~management ~~accounting~~to ~~pronouncements~~make estimates and weassumptions dothat ~~not~~affect ~~believe~~the ~~any~~reported amounts of ~~these~~assets ~~pronouncements~~and ~~will~~liabilities ~~have~~and adisclosure ~~material~~of ~~impact~~contingent onassets and liabilities at the ~~Company~~date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

~~Use~~Fair value of ~~Estimates~~financial instruments

The ~~preparation~~Company ofadopted ~~financial~~the ~~statements~~guidance inof ~~conformity~~Accounting Standards ~~with~~Codification ~~generally~~(“ASC”) ~~accepted~~820 ~~accounting~~for ~~principles~~fair ~~requires~~value ~~management~~measurements towhich ~~make~~clarifies ~~estimates and assumptions that affect~~ the ~~reported~~definition ~~amounts~~ of ~~assets~~fair ~~and~~value, ~~liabilities~~prescribes methods ~~and~~for ~~disclosure~~measuring offair ~~contingent~~value, ~~assets~~ and ~~liabilities~~establishes ata ~~the~~fair ~~date~~value ~~the~~hierarchy ~~financial~~to ~~statements~~classify ~~and~~ the ~~reported~~inputs ~~amount~~used ofin ~~revenues~~measuring ~~and~~fair ~~expenses~~value ~~during the reporting period. Actual results could differ from those estimates.~~as follows:

Stock-Based Compensation

	●	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.

As of October 31, 2012 the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. No revenue has been earned since inception.

F-7

~~Page~~● |Level 403-Inputs are unobservable inputs that 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.

~~NOTE~~The 4carrying –amounts ~~COMMON~~reported ~~STOCK~~in the balance sheets for cash, accounts receivable, advances, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these financial instruments. The Company has liabilities that are measured at fair value on a recurring basis as of October 31, 2018 and 2017.

~~The~~ASC ~~Company~~825-10 ~~has~~“Financial 75Instruments”,~~000,000~~ allows ~~common~~entities ~~shares~~to ~~authorized~~voluntarily ~~with~~choose ato ~~par~~measure certain financial assets and liabilities at fair value of(fair $value 0option).~~001~~ ~~per~~The fair ~~share.~~value Onoption ~~May~~may ~~21,~~be ~~2012~~elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the ~~Company~~fair ~~issued~~value 3option is elected for an instrument,~~000,000~~ ~~shares~~unrealized ofgains ~~its~~and ~~common~~losses ~~stock~~for that instrument should be reported in earnings at $0each subsequent reporting date.~~001~~ ~~per~~The ~~share~~Company ~~for~~did ~~total~~not ~~proceeds~~elect ofto ~~$3,000.~~apply the fair value option to any outstanding instruments.

~~NOTE~~Cash 5and –cash ~~INCOME TAXES~~equivalents

AsFor purposes of ~~October 31, 2012~~ the ~~Company~~statements ~~had net operating loss carry forwards~~ of ~~$283~~cash ~~that~~flows, the ~~may~~Company beconsiders ~~available~~all tohighly ~~reduce~~liquid ~~future~~instruments ~~years’~~purchased ~~taxable~~with ~~income through 2032. Future tax benefits which may arise as~~ a ~~result~~maturity of ~~these~~three ~~losses~~months ~~have~~or ~~not~~less ~~been recognized in these financial statements, as their realization is determined not likely to occur~~ and ~~accordingly,~~money ~~the~~market ~~Company has recorded a valuation allowance for the deferred tax asset relating~~ accounts to ~~these~~be ~~tax~~cash ~~loss carry-forwards~~equivalents.

~~Components~~Accounts ofreceivable ~~net deferred tax assets, including a valuation allowance, are as follows at October 31, 2012.~~

		2012
Deferred tax assets:
Net operating loss carry forward		$ 99
	Total deferred tax assets	99
Less: valuation allowance		(99)
Net deferred tax assets		$ -

The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. Management determined that an allowance was not required as of the balance sheet dates.

~~The~~For ~~valuation~~the ~~allowance~~years ~~for~~ended ~~deferred tax assets as of~~ October 31, ~~2012~~2018 ~~was~~and ~~$99. In assessing the recovery of the deferred tax assets~~2017, ~~management considers whether it is more likely than not that some portion or all of~~ the ~~deferred~~Company ~~tax~~reported assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets$43,629 ~~projected future taxable income,~~ and ~~tax planning strategies in making this assessment. As a result~~$52,743 ~~management determined it was more likely than not the deferred tax assets would not be realized as~~ of ~~October~~accounts 31receivable, ~~2012~~respectively.

~~Reconciliation~~Inventory ~~between the statutory rate and the effective tax rate is as follows at October 31, 2012:~~valuation

	2012
Federal statutory tax rate	(35.0)	%
Change in valuation allowance	35.0	%
Effective tax rate	-	%

Inventories are stated at the lower of cost or net realizable value. Inventories are valued on a First-in, First-out (FIFO) basis.

~~NOTE~~Property 6and ~~– RELATED PARTY TRANSACTIONS~~equipment

~~Since~~Property ~~inception~~and ~~through~~equipment ~~October~~are ~~31,~~carried ~~2012~~at cost and are depreciated on a straight-line basis over the ~~Director~~estimated ~~loaned~~useful lives of the ~~Company~~assets. ~~$283~~The tocost ~~pay~~of ~~for~~repairs ~~incorporation~~and ~~costs~~maintenance is expensed as incurred; major replacements and ~~bank~~improvements ~~expenses~~are capitalized. As ofWhen ~~October~~assets 31are retired or disposed of, ~~2012~~the cost and accumulated depreciation are removed from the accounts, ~~total~~and ~~loan~~any ~~amount~~resulting ~~was~~gains ~~$283~~or losses are included in income in the year of disposition. The ~~loan~~Company isexamines ~~non-interest~~the ~~bearing,~~possibility ~~due~~of ~~upon~~decreases ~~demand~~in ~~and~~the ~~unsecured~~value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

~~NOTE~~ Impairment 7of –long-lived ~~SUBSEQUENT EVENTS~~assets

In accordance with ASC ~~855-10~~Topic 360, the Company reviews ~~has~~long-lived ~~analyzed~~assets ~~its~~for ~~operations~~impairment ~~subsequent~~whenever toevents ~~October~~or ~~31,~~changes ~~2012~~in tocircumstances indicate that the ~~date~~carrying ~~these~~amount ~~financial~~of ~~statements~~the ~~were~~assets may ~~issued~~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 ~~has~~its ~~determined~~book ~~that~~value. itThe ~~does~~Company did not ~~have~~record any ~~material~~impairment ~~subsequent~~charges ~~events~~as toof ~~disclose~~October in31, 2018 ~~these~~and ~~financial~~October ~~statements~~31, 2017.

F-8

~~Page~~ Revenue ~~| 41~~ recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of the new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. This standard permitted adoption using one of two transition methods, either the retrospective or modified retrospective transition method. The Company adopted these standards at the beginning of fiscal year 2019 using the modified retrospective method.

The Company applies the following five-step model in order to determine this amount:

(i) Identification of contract with a customer;

(ii ) Identify the performance obligation of the contract

(iii) Determine transaction price;

(iv) Allocation of the transaction price to the performance obligations; and

(v) Recognition of revenue when (or as) the Company satisfies each performance obligation.

Principal Versus Agent Considerations

● which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

● which party has discretion in establishing the price for the specified good or service.

Based on our evaluation of the above indicators, we concluded that revenue is reported on a net basis.

Our sources of revenue are generated from selling inventory parts subject to inventory consignment arrangements and revenue share agreements and direct sale of inventory to the customer. The consignment agreement was terminated on October 31, 2018.

Income taxes

The Company is governed by the income tax laws of the United States of America. The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

F-9

The Company applies the provisions of ASC 740-10-50, ”Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of October 31, 2018 and, 2017, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. The Company is subject to U.S. Federal income tax examinations for the tax years ended October 31, 2012 through October 31, 2018.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, re-measuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118.

Potential 382 Limitation

The Company’s ability to utilize its net operating loss (NOL) carryforwards may be substantially limited due to ownership changes that may have occurred on May 5, 2017, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups.

If the Company has experienced an ownership change, utilization of the NOL carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC-740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company.

Tax returns for BlackPoll Fleet International, Inc. have not been prepared and filed for the years ended October 31, 2015 through 2018 and may be subject to penalties for delinquent and non-compliance requirements, in addition, to the NOL carryover changes from prior years.

Advertising

Advertising is expensed as incurred. Advertising expense for the years ended October 31, 2018 and 2017 amounted to $16,286 and $7,312, respectively.

Business Segments

The Company operates in one segment and therefore segment information is not presented.

F-10

Inventories

Inventories consist of airplane parts, and are stated at cost of $31,627 as of October 31, 2018.

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.

Pursuant to ASC Topic 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. The Company issued stock based compensation during the years ending October 31, 2018 and 2017.

Net earnings (loss) per share of common stock

The Company computes earnings per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock from the calculation of net loss per share if their effect would be anti-dilutive.

The computation of basic and diluted loss per share for the years ended October 31, 2018 and 2017, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	October 31, 2018		October 31, 2017

Series B Convertible Preferred Shares ($0.001/share)		75,000		75,000

Total		75,000		75,000

Related party transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

F-11

Recent accounting pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” (“ASU 2014-09”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 supersedes most existing revenue recognition guidance in US GAAP. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014-09 to October 1, 2018 for the Company. Early adoption was permitted. The Company adopted ASU 2014-09 utilizing the modified retrospective method. The Company evaluated the impact of adopting the new standard and concluded that there was no material impact on the Company’s revenue recognition policy.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Statements,” which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 (fiscal year 2021 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-15 on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, (“ASU 2016-18”) Statement of Cash Flows (Topic 230): Restricted Cash. This ASU is intended to provide guidance on the presentation of restricted cash or restricted cash equivalents and reduce the diversity in practice. This ASU requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the statement of cash flows. We elected as permitted by the standard, to early adopt ASU 2016-18 retrospectively as of January 1, 2017 and have applied to all periods presented herein. The adoption of ASU 2016-18 did not have a material impact to our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are evaluating the impact of adopting this guidance on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our consolidated financial statements.

F-12

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments.

As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, which expands the scope of Topic 718 to include certain share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for fiscal years beginning after December 15, 2018 (our fiscal year beginning on August 1, 2019), including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. We are evaluating the impact of this ASU on our consolidated financial statements and disclosures; however, we do not expect the adoption to have any effect given that we historically have not engaged in such types of transactions with nonemployees.

Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11 on its consolidated financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern. Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The Company has not made adjustments to the accompanying consolidated financial statements to reflect the potential effects on the recoverability and classification of assets or liabilities should the Company be unable to continue as a going concern. The Company reported a Net loss from operations of $286,214 for the year ended October 31, 2018. As of October 31, 2018, the Company had an accumulated deficit of $2,109,973. The Company is planning to seek out new opportunities for Company as a provider of contract procurement, aviation business development and aircraft management services for fixed and rotary winged aircraft. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business.

F-13

NOTE 4 – NOTES PAYABLE- RELATED PARTY

On August 2, 2018, the Company entered into an unsecured promissory note with a related party in the amount of $25,000. Pursuant to the terms of the note, the note is bearing 5% interest, and is due on or before August 2, 2019 (See Note 6).

On October 2, 2018, the Company entered into an unsecured promissory note with a related party in the amount of $10,000. Pursuant to the terms of the note, the note is bearing 5% interest, and is due on demand (See Note 6).

On October 18, 2018, the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 5% interest, and is due on demand (See Note 6).

During the year ended October 31, 2018, the Company recorded accrued interest payable of $363 related to the loans (See Note 6).

During the year ended October 31, 2017, an officer paid an aggregate $1,175 in expenses on the Company’s behalf as an advance. During the year ended October 31, 2018 the Company repaid $975 in loans, the remaining balance is $200. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand or on or before July 11, 2021 (See Note 6).

NOTE 5 – NOTE PAYABLE

On September 24, 2018, the Company entered into an unsecured promissory note with a non-related party in the amount of $3,000. Pursuant to the terms of the note, the non-interest bearing, unsecured and is due on or before September 24, 2021. Subsequent to the year ended October 31, 2018, the note was repaid in full.

NOTE 6 – RELATED PARTY TRANSACTIONS

During the years ended October 31, 2018, the Company recorded accrued interest payable of $363 related to the loans (See Note 4).

During the year ended, an officer paid an aggregate $1,175 in expenses on the Company’s behalf as an advance. During the year ended October 31, 2018 the Company repaid $975 in loans, the remaining balance is $200.Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand or on or before July 11, 2021 (See Note 5).

F-14

On June 30, 2017, the Company entered into an employment agreement with Dan Oran, the executive, to serve as a Company Director. The term of the agreement will continue until June 30, 2022. As compensation for services, the employee will receive a monthly compensation of $7,500 per month. On July 1, 2018, the Company superseded and replaced the June 30, 2017 agreement. Based on the new agreement the Directory is entitled to $7,500 per month compensation plus a car allowance of up to $2,500 per month in addition to the following terms:

	●	Director directly arranges or directly provides equity funding for Company, the Director will be entitled to 5% of net proceeds of such funding.
	●	Director directly arranges or directly provides debt funding for Company, the Director will be entitled to 2.5% of net proceeds of such funding.
	●	In the event Director directly arranges for an acquisition of or by the Company the Director shall be entitled to compensation of 5% of the acquisition.
	●	In the event Director initiates business for Company, Director shall be entitled to commission equal up to 10% of the net proceeds received by Company therefrom on a continuing basis during and after the term of this agreement (See Note 10).

On November 1, 2015, the Company entered into a consulting agreement with Monarch Air Group, LLC – related party, where the consultant, agreed to advise and counsel the Company in aviation business development and aircraft management. The principal of Monarch Air Group, LLC is the son of the former CEO of the Company. The term of the agreement is from November 1, 2015 and ending on December 31, 2017. For the year ended October 31, 2016, the Company reported common stock payable for 180,000 shares. The Company issued the 180,000 shares of common stock on June 30, 2017 with a fair value of $180,000 ($1/share) based upon the most recent trading price per share of the Company’s common stock. (See Note 9).

On November 1, 2015, the Company entered into a consulting agreement with LGN International, LLC – related party, where the consultant agreed to advise and counsel the Company in aviation business development and aircraft management. The principal of LGN International, LLC is the son of the former CEO of the Company. The term of the agreement is from November 1, 2015 and ending on December 31, 2017. For the year ended October 31, 2016, the Company reported common stock payable for 180,000 shares. The Company issued the 180,000 shares of common stock on June 30, 2017 with a fair value of $180,000 ($1/share) based upon the most recent trading price per share of the Company’s common stock. (See Note 9).

NOTE 7 – FIXED ASSETS

On August 4, 2015, the Company entered into an asset purchase agreement with Alpha Investment and Lending Corp. (“Alpha”). Pursuant to the Agreement, the Company acquired a Mil MI-8 medium utility helicopter from Alpha in exchange for the issuance of 2,317,143 restricted common shares of the Company. Alpha also executed and delivered to the Company a Bill of Sale conveying the aircraft to the Company. As a result of this transaction, Alpha became a controlling shareholder, with 90% interest in the Company. The historical book value of the helicopter carried by Alpha was used for the Company’s valuation of the asset in the amount of $796,000. On February 11, 2016, the agreement between the Company and Alpha dated August 4, 2015 was terminated and the helicopter was returned to Alpha. As of October 31, 2016 the shares remained outstanding as the Company is waiting on the stock certificate to be returned by Alpha. For the year ended October 31, 2016, the Company recorded $796,000 as common stock receivable. The helicopter was not placed into the service and was not used to generate any revenues or business. In addition, no deprecation was deducted for the years ended October 31, 2018 and 2017 (See Note 9).

Property and equipment consist of the following at October 31, 2018 and October 31, 2017:

F-15

	October 31, 2018			October 31, 2017

Furniture and equipment	$	3,794		$	3,794
Total		3,794			3,794
Less: accumulated depreciation and amortization		(2,663	)		(2,121	)
Property & Equipment, Net	$	1,131		$	1,673

Depreciation expense for the years ended October 31, 2018 and 2017, totaled $542 and $542, respectively.

NOTE 8 – DERIVATIVE LIABILITY

On March 12, 2015, the Company entered into a Financial Advisory Agreement which included the sale of 10,000 shares of Series C Preferred Stock. The shares of Series C Preferred Stock are convertible into common shares equivalent to 9.99% ownership interest of the Company at the time of conversion. The shares can be converted at any time. We identified an embedded derivative liability related to the conversion feature of the Series C Preferred Stock due to the variable number of common shares issuable upon conversion. On June 30, 2017, the Company converted 10,000 shares of the Series C Preferred Stock into 1,180,000 shares of common stock. As of October 31, 2018 and 2017, total derivative liability was $0 and $0, respectively, and the change in fair value of derivative liability for the stock was $0and $4,672, respectively.

The Company assesses the fair value of the conversion using the Black Scholes pricing model and records a derivative expense for the value. The Company then assesses the fair value of the shares quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss. The Company uses expected volatility based primarily on historical volatility using daily pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of October 31, 2017:

	Commitment Date			Re-Measurement Date
Risk-free interest rate at grant date		1.14	%		0.11
Expected stock price volatility		84	%		310	%
Expected dividend payout		—			—
Expected option in life-years		0.5			0.75

NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT)

On April 10, 2014, the Company amended its articles of incorporation to increase the number of authorized common shares with a par value of $0.001 per share from 75,000,000 common shares to 250,000,000 common shares. Additionally, the Company changed its capitalization to include 5,000,000 shares of Series A Preferred Stock, $0.001 par value (“Series A Preferred Stock”), and 5,000,000 shares of Series B Convertible Preferred Stock, which are issuable at the discretion of the board of directors.

On April 1, 2015, the Company amended it articles of incorporation to, among other items, increase the authorized preferred stock of the Company from 10,000,000 to 20,000,000 shares. On April 16, 2015, the Company designated 10,000 shares of Series C Convertible Preferred Stock, all of which were issued to The Vantage Group, Ltd (the “Consultant”) with a fair value of $1,000.

F-16

A Reverse Split became effective on July 28, 2015. As a result of the Reverse Split, each ten (10) shares of common stock issued and outstanding prior to the Reverse Split has been converted into one (1) share of common stock, and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been proportionally adjusted. All share and per share information in the accompanying consolidated financial statement and footnotes have been retroactively restated to reflect the reverse stock split.

Series A Preferred Stock

Dividends shall be paid on Series A Preferred Stock at the discretion of the Board of Directors. Each share of Series A Preferred Stock shall be entitled to ten (10) votes on all shareholder matters.

Series B Convertible Preferred Stock

Dividends shall be paid on the Series B Convertible Preferred Stock at the discretion of the Board of Directors. Upon the request of the holder, each share of Series B Convertible Preferred Stock shall be convertible into two (2) shares of Common Stock. Shares of Series B Convertible Preferred Stock shall not be entitled to vote on any shareholder matter and shall have no voting rights whatsoever.

Series C Convertible Preferred Stock

The Company may not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of the Series C Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series C Convertible Preferred Stock that is equal to or greater than the dividend to be paid to any other class or series of capital stock of the Company. The Series C Convertible Preferred Stock has a stated value of $0.001 per share and is convertible into 9.99% of the Company’s issued and outstanding shares of common stock, calculated on a fully diluted basis.

On April 23, 2015, the Company issued a Consultant 10,000 shares of its Series C Convertible Preferred Stock for services to be provided. Pursuant to the consulting agreement, the consultant shall pay the Company $1,000 for the shares. As of October 31, 2016, no amount had been paid and has been recorded as preferred stock receivable. On June 30, 2017, the Company converted 10,000 shares of the Series C Preferred Stock into 1,180,000 shares of common stock.

As of October 31, 2018, the Company had 27,358,015 shares of common stock issued and outstanding, no Series A Preferred Stock issued and outstanding, 37,500 Series B Preferred Stock issued and outstanding and no Series C Preferred Stock issued and outstanding.

As of October 31, 2017, the Company had 27,337,015 shares of common stock issued and outstanding, no Series A Preferred Stock issued and outstanding, 37,500 Series B Preferred Stock issued and outstanding and no Series C Preferred Stock issued and outstanding.

Common Stock

On April 20, 2018, the Company issued 10,000 shares of common stock at $1.00 per share for cash totaling $10,000.

On April 24, 2018, the Company issued a 10,000 shares of common stock at $1.00 per share for cash totaling $10,000.

On April 1, 2018, the Company issued 1,000 shares of Common Stock for consulting expense with a fair value of $1,500 ($1.50/share) based upon the most recent trading price per share of the Company’s stock.

On May 15, 2017, the Company issued 17,971,377 shares of common stock to a majority shareholder, at $0.001 per share for cash totaling $160,000 (See Note 6).

During the month of July 2017, the Company issued a total of 960,000 shares of common stock at $0.25 per share for cash totaling $240,000.

F-17

On August 1, 2017, the Company issued 10,000 shares of Common Stock for consulting expense with a fair value of $11,100 ($1.10/share) based upon the most recent trading price per share of the Company’s stock.

On August 1, 2017, the Company entered into an employment agreement. The term of the agreement will continue until July 31, 2018. As compensation for services, the employee received compensation of 10,000 common shares of common stock in connection with this agreement with a fair value of $11,000 based upon the most recent trading price per share of the Company’s common stock (See Note 10).

On July 13, 2017, the Company entered into an advisory agreement where the advisor agreed to act as advisor to the Company and provide advice of strategic and business development ideas. The Company issued 1,000,000 common shares in connection with this agreement with a fair value of $124,500 ($0.1245/share) based upon the most recent trading price per share of the Company’s common stock.

On July 13, 2017, the Company entered into an employment agreement. The term of the agreement will continue until July 18, 2020. As compensation for services, the employee received compensation of 10,000 common shares of common stock in connection with this agreement with a fair value of $1,245 based upon the most recent trading price per share of the Company’s common stock.

On July 13, 2017, the Company issued 10,000 shares of Common Stock for consulting expense with a fair value of $1,245 ($0.1245/share) based upon the most recent trading price per share of the Company’s stock.

On June 30, 2017, the Company entered into an advisory agreement where the advisor agreed to act as advisor to the Company and provide advice of strategic and business development ideas. The Company issued 1,996,820 common shares in connection with this agreement with a fair value of $248,604 ($0.1245/share) based upon the most recent trading price per share of the Company’s common stock.

On April 25, 2017, the Company issued 100,000 shares of Common Stock for consulting expense with a fair value of $2,220 ($0.0222/share) based upon the most recent trading price per share of the Company’s stock.

On November 1, 2015, the Company entered into a consulting agreement with LGN International, LLC – related party, where the consultant agreed to advise and counsel the Company in aviation business development and aircraft management. The term of the agreement is from November 1, 2015 and ending on December 31, 2017. For the year ended October 31, 2016, the Company reported common stock payable for 180,000 shares. The Company issued the 180,000 shares of common stock on June 30, 2017 with a fair value of $180,000 ($1/share) based upon the most recent trading price per share of the Company’s common stock. (See Note 6).

On November 1, 2015, the Company entered into a consulting agreement Monarch Air Group, LLC – related party, where the consultant, agreed to advise and counsel the Company in aviation business development and aircraft management. The term of the agreement is from November 1, 2015 and ending on December 31, 2017. For the year ended October 31, 2016, the Company reported common stock payable for 180,000 shares. The Company issued the 180,000 shares of common stock on June 30, 2017 with a fair value of $180,000 ($1/share) based upon the most recent trading price per share of the Company’s common stock. (See Note 6).

On August 4, 2015, the Company entered into an asset purchase agreement with Alpha Investment and Lending Corp. (“Alpha”). Pursuant to the Agreement, the Company acquired a Mil MI-8 medium utility helicopter from Alpha in exchange for the issuance of 2,317,143 restricted common shares of the Company. Alpha also executed and delivered to the Company a Bill of Sale conveying the aircraft to the Company. As a result of this transaction, Alpha became a controlling shareholder, with 90% interest in the Company, and the historical book value of the helicopter carried by Alpha was used for the valuation of the asset in the amount of $796,000. On February 11, 2016, the agreement between the Company and Alpha dated August 4, 2015 was terminated and the helicopter was returned to Alpha. The Company put in a cancellation request to cancel the shares with Island Stock Transfer, the Company’s transfer agent, however the stock certificate was misplaced by Alpha and the shares cannot be canceled without the actual certificate being presented by Alpha. For the year ended October 31, 2016 and 2015 the shares remained outstanding as the Company is waiting on the stock certificate to be returned by Alpha. For the year ended October 31, 2018 and 2017, the Company recorded $796,000 as common stock receivable. The helicopter was not placed into the service and was not used to generate any revenues or business. In addition, no deprecation was deducted for the year ended October 31, 2018 and 2017 (See Note 7).

F-18

NOTE 10 – COMMITMENTS AND CONCENTRATIONS

On June 30, 2017, the Company entered into an advisory agreement where the advisor agreed to act as advisor to the Company and provide advice of strategic and business development ideas. The term of the agreement will continue until June 30, 2020. As compensation for services, the consultant will receive monthly compensation of $7,500.

On July 21, 2017, the Company entered into a consignment agreement with Jet Aviation Components & Aircraft International, Inc. According to the agreement, Jet owns inventory and granted BlackPoll an exclusive right to sell the inventory during the term of this agreement. BlackPoll will pay Jet 50% of the proceeds after expenses not to exceed $17,000 per month. If BlackPoll fails to remit the consignment payment due and sell a minimum of $300,000 worth of inventory every year commencing November 1, 2017, Jet will have an option for 30 days after the completion of each BlackPoll fiscal year to terminate this agreement. Additionally, Jet grants permission to BlackPoll to use the office furniture, equipment and supplies for the purpose of the consignment agreement for a monthly fee of $250 per month. The consignment agreement was terminated on October 31, 2018. During the year ended October 31, 2018, the company recorded a commission payable for $4,600 in connection with the termination and full settlement of the agreement.

WAB International, Inc. (“WAB”):-Related Party - Litigation

●

In the event Director initiates business for Company, Director shall be entitled to commission equal up to 10% of the net proceeds received by Company therefrom on a continuing basis during and after the term of this agreement. (See Note 6).

On August 1, 2017, the Company entered into an employment agreement. The term of the agreement will continue until July 31, 2018. As compensation for services, the employee received a compensation of 10,000 common shares of common stock in connection with this agreement with a fair value of $11,000 based upon the most recent trading price per share of the Company’s common stock (See Note 9).

On July 13, 2017, the Company entered into an employment agreement. The term of the agreement will continue until July 18, 2020. As compensation for services, the employee will receive weekly compensation of $650.

F-19

NOTE 11 – INCOME TAXES

The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities at October 31, 2018 and 2017 consists of the following:

	2018			2017
Gross deferred tax assets:
Temporary difference	$	(6,212	)	$	(6,212	)
Net operating loss carryforwards		514,794			443,293
Total deferred tax assets		508,492			437,081
Less: valuation allowance		508,492			(437,081	)
Temporary Difference
Net deferred tax asset	$	—		$	—

The actual tax benefit differs from the expected tax benefit (computed by applying the U.S. Federal Corporate tax rate of 21% to income before taxes and 5.5% for State income taxes, a blended rate of 25.353%) as follows:

	2018			2017
Expected tax benefit - Federal	$	396,799		$	(168,136	)
Expected tax benefit – State		111,694	)		(28,781	)
Change in Valuation Allowance		508,492			194,127
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)		1,671,1308			1,032
Tax effect of differences in the timing of deductibility of items for income tax purposes:		1,574			1,758

Actual tax expense (benefit)	$	—		$	—

The Company has a net operating loss carryforward for tax purposes totaling approximately $2,030,792 at October 31, 2018, which begin to expire in 2038. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs (based upon Internal Revenue Code Sections 382 and 383). Therefore, the amount available to offset future taxable income may be limited. No tax asset has been realized/ reported in the financial statements, because the Company’s Management has determine there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

F-20

Potential 382 Limitation

The Company’s ability to utilize its net operating loss (NOL) carryforwards may be substantially limited due to ownership changes that may have occurred on May 5, 2017, as required by Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 and 383 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups.

Tax returns for BlackPoll Fleet International, Inc. have not been prepared and filed for the year ended October 31, 2015 through 2018 and may be subject to penalties for delinquent and non-compliance requirements, in addition, to the NOL carryover changes from prior years. Noting, the net operating losses and other deferred tax assets are estimated and have not been solidified by the filing of filing of actual tax returns, as explained.

NOTE 12 – CONCENTRATIONS

At October 31, 2018 and 2017, the Company had concentrations of accounts receivable, sales and provider costs.

Accounts Receivable Concentrations:

At October 31, 2018, the Company had a concentration of accounts receivable of $18,220 from Stark Aerospcace, Inc., totaling 41.76%.

At October 31, 2017, the Company had a concentration of accounts receivable of $35,034 from IAI Aircraft Division, totaling 66.42%.

Sales Concentrations:

For the year ended October 31, 2018, the Company had a concentration of sales of $50,398 with one customer, totaling 11.58%.

For the year ended October 31, 2017, the Company had a concentration of sales of $62,100 with one customer, totaling 54.56%.

Provider Costs Concentrations:

For the year ended October 31, 2018, the Company had provider costs concentration of $45,300 with IAI Aircraft North America totaling 43.83%.

For the year ended October 31, 2017, the Company had provider costs concentration of $31,458 with IAI Aircraft Division totaling 91%.

F-21

NOTE 13- SUBSEQUENT EVENTS

On November 2, 2018, the Company entered into an unsecured promissory note with Dan Oran, a related party in the amount of $25,000. Pursuant to the terms of the note, the note is bearing 5% interest, and is due on demand.

On November 27, 2018, the Company entered into an unsecured promissory note with Dan Oran, a related party in the amount of $5,000. Pursuant to the terms of the note, the note is none interest bearing and is due on or before November 27, 2020.

On November 29, 2018, the Company entered into an unsecured promissory note with Dan Oran, a related party in the amount of $50,000. Pursuant to the terms of the note, the note is none interest bearing, unsecured and is due on or before November 29, 2021.

F-22

BLACKPOLL FLEET INTERNATIONAL INC.

27,358,052 Shares of common stock

PROSPECTUS

3March 8,~~000,000~~ ~~SHARES OF COMMON STOCK~~2019

~~BASTA HOLDINGS, CORP.~~ F-23

~~_______________~~PART II -INFORMATION NOT REQUIRED IN PROSPECTUS

~~Dealer~~Item 13. ~~Prospectus~~Other ~~Delivery~~Expenses ~~Obligation~~of Issuance And Distribution

~~Until~~The following ~~_____________~~table ~~___,~~sets ~~20___,~~forth ~~all~~the ~~dealers~~fees ~~that~~and ~~effect~~expenses, ~~transactions~~other inthan ~~these~~placement ~~securities~~agent ~~whether~~fees orand ~~not~~expenses, ~~participating~~payable in ~~this~~connection ~~offering,~~with ~~may~~the registration beof ~~required~~the tocommon ~~deliver~~stock ~~a prospectus~~hereunder. ~~This~~ isAll inamounts ~~addition~~are toestimates except the ~~dealers’~~SEC ~~obligation~~registration tofee ~~deliver a prospectus when acting as underwriters~~ and ~~with~~the ~~respect~~FINRA tofiling ~~their unsold allotments or subscriptions~~fee.

~~Page~~Item |Amount 42to be paid SEC registration fee $ Printing expenses Legal fees and expenses Accounting fees and expenses Transfer Agent fees and expenses Miscellaneous expenses Total $

~~PART~~Item 14. IIIndemnification of Directors And Officers

~~INFORMATION~~Nevada law ~~NOT~~allows ~~REQUIRED~~a INcorporation ~~THE~~to ~~PROSPECTUS~~indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Our articles of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by Nevada law. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors that may, in some cases, be broader than the specific indemnification provisions contained under Nevada law. In addition, as permitted by Nevada law, our articles of incorporation include provisions that eliminate the personal liability of our directors for monetary damages resulting from certain breaches of fiduciary duties as a director. The effect of these provisions is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that a director will be personally liable for acts or omissions not in good faith or in a manner which he or she did not reasonably believe to be in or not opposed to the best interest of the corporation if, subject to certain exceptions, the act or failure to act constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or knowing violations of law.

~~ITEM 13~~Item 15. ~~OTHER~~Recent ~~EXPENSES~~Sales OFof ~~ISSUANCE~~Unregistered ~~AND DISTRIBUTION~~Securities

~~The estimated costs (assuming all shares are sold) of this offering are as follows:~~None

SEC Registration Fee	$	12.28
Auditor Fees and Expenses	$	3,500.00
Legal Fees and Expenses	$	2,500.00
EDGAR fees	$	1,000.00
Transfer Agent Fees	$	1,000.00
TOTAL	$	8,012.28

~~(1)~~ITEM 16. ~~All~~EXHIBITS ~~amounts~~AND ~~are~~FINANCIAL ~~estimates,~~STATEMENT ~~other than the SEC’s registration fee.~~SCHEDULES

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2015)

3.2		Amended and Restated Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2015)

3.3		Certificate of Designation of Series C Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2015)

3.4		Certificate of Amendment to Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2015)

3.5		Certificate of Correction to Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2015)

5.1*		Opinion of Jonathan D. Leinwand, P.A.

10.1		Financial Advisory Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2015)

10.2		Asset Purchase Agreement, between BlackPoll Fleet International, Inc. and Alpha Investment and Lending Corp., dated August 4, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2015)

10.3		Bill of Sale by Alpha Investment and Lending Corp., dated August 4, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2015)

10.4*		Cooperation and Joint Utilization Agreement, between BlackPoll Fleet International, Inc. and Aim Air Ltd., dated December 13, 2015

10.5		Asset Purchase Agreement between BlackPoll Fleet International, Inc. and Alpha Investment and Lending Corp., dated February 11, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2016)

10.6		Bill of Sale by BlackPoll Fleet International, Inc. dated February 11, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2016)

10.7		Stock Subscription Agreement by and between BlackPoll Fleet International, Inc. and Dan Oran, dated May 15, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2017)

10.8		Stock Subscription Agreement by and between BlackPoll Fleet International, Inc. and Dan Oran, dated June 30, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2017)

10.9		Director Agreement by and between BlackPoll Fleet International, Inc. and Dan Oran, dated June 30, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2017)

10.10		Consignment Agreement by and between BlackPoll Fleet International, Inc. and Jet Aviation Components & Aircraft International, Inc., dated July 21, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2017)

23.1*		Consent of RBSM LLP

23.2*		Consent of Jonathan D. Leinwand, P.A. (Included in Exhibit 5.1)

99.1		Letter of Resignation from Jacob Gitman, dated June 30, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2017)

Basta Holdings, Corp.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of her or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes.* Filed herewith

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Basta Holdings, Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.42

ITEM 15 17. ~~RECENT SALES OF UNREGISTERED SECURITIES~~UNDERTAKINGS

~~Since~~The undersigned ~~inception,~~registrant ~~the~~hereby ~~Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.~~undertakes:

Name and Address	Date	Shares		Consideration
Chunfeng Lu	May 21, 2012	3,000,000	$	3,000.00

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

We(i) To ~~issued~~include ~~the~~any ~~foregoing~~prospectus ~~restricted~~required ~~shares~~by ofsection ~~common stock to our sole officer and director pursuant to Section 4~~10(2a)(3) of the Securities Act of 1933. she is a sophisticated investor, is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.;

~~ITEM~~(ii) To 16reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. ~~EXHIBITS~~Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion of Cane Clark LLP
10.1		Contract with our supplier, Taicang Jinxin Copper Tube Co., Ltd., dated November 3, 2012
23.1		Consent of Ronald Chadwick, P.C.
23.2		Consent of Cane Clark LLP (contained in exhibit 5.1)

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

~~Page~~provided, however, |that 43subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

~~ITEM~~ (2) That, for ~~17.~~the ~~UNDERTAKINGS~~purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~The~~ (3) To remove ~~undersigned~~from ~~Registrant~~registration ~~hereby~~by ~~undertakes:~~means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(a4)~~(1)~~ That, for Tothe ~~file,~~purpose ~~during~~of determining liability of the registrant under the Securities Act of 1933 to any ~~period~~purchaser in ~~which~~the ~~offers~~initial ordistribution of ~~sales~~the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are ~~being~~offered ~~made~~or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a ~~post-effective~~seller ~~amendment~~to the purchaser and will be considered to ~~this~~offer ~~registration~~or ~~statement~~sell such securities to such purchaser:

(i) Any ~~Include~~preliminary ~~any~~prospectus or prospectus ~~required~~of bythe ~~Section~~undersigned ~~10(a)(3)~~registrant ofrelating to the ~~Securities~~offering ~~Act~~required ofto ~~1933~~be filed pursuant to Rule 424;

(ii) Any Tofree ~~reflect~~writing ~~in the~~ prospectus ~~any~~relating ~~facts~~to ~~or events arising after~~ the ~~effective~~offering ~~date~~prepared ofby ~~the registration statement (~~or ~~the~~on ~~most~~behalf ~~recent~~of ~~post-effective amendment thereof) which, individually or in~~ the ~~aggregate,~~undersigned ~~represent~~registrant ~~a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase~~ or ~~decrease~~used ~~in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low~~ or ~~high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant~~ referred to ~~Rule~~by ~~383(b) (§230.383(b) of this chapter) if, in~~ the ~~aggregate,~~undersigned the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.registrant;

(iii) The Toportion ~~include~~of any ~~material~~other ~~information~~free ~~with~~writing ~~respect~~prospectus relating to the ~~plan~~offering ofcontaining ~~distribution~~material ~~not~~information ~~previously~~about ~~disclosed in~~ the ~~registration~~undersigned registrant ~~statement~~ or ~~any~~its ~~material~~securities ~~change~~provided toby ~~such~~or ~~information~~on inbehalf of the ~~registration~~undersigned ~~statement~~registrant; and

(2iv) Any ~~That,~~other ~~for~~communication ~~the~~that ~~purpose~~is ofan ~~determining~~offer ~~any~~in ~~liability under~~ the ~~Securities~~offering ~~Act~~made ofby ~~1933, each such post-effective amendment shall be deemed to be a new registration statement relating to~~ the ~~securities~~undersigned ~~offered~~registrant ~~therein, and the offering of such securities at that time shall be deemed~~ to be the ~~initial bona fide offering thereof~~purchaser.

~~(3)~~Insofar as Toindemnification ~~remove~~for ~~from~~liabilities ~~registration~~arising under the Securities Act of 1933, as amended, or the Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by ~~means~~the registrant of expenses incurred or paid by a ~~post-effective~~director, ~~amendment~~officer ~~any~~or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, ~~which~~the ~~remain~~registrant ~~unsold~~will, atunless in the ~~termination~~opinion of its counsel the ~~offering~~matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

~~(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~43

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 383(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.SIGNATURES

~~Page~~Pursuant to |the 44requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City Fort Lauderdale, FL on March 13, 2019.

~~(5)~~BLACKPOLL ~~That~~INTERNATIONAL, ~~for~~INC. ~~the~~By: ~~purpose~~/s/ ofDan ~~determining~~Oran ~~liability~~Name: ofDan ~~the~~Oran ~~registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities~~Title: ~~The~~Chief ~~undersigned~~Executive ~~registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement~~Officer, ~~regardless~~President of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and ~~will~~Chief beFinancial ~~considered~~Officer to(Principal ~~offer~~Executive ~~or sell such securities to such purchaser:~~Officer)

~~(i)~~Pursuant to ~~Any~~the ~~preliminary~~requirements ~~prospectus~~of orthe ~~prospectus~~Securities Act of ~~the~~1933, ~~undersigned~~as ~~registrant~~amended, ~~relating~~this toregistration statement has been signed by the ~~offering~~following ~~required~~persons in tothe becapacities ~~filed~~indicated ~~pursuant~~and, toon ~~Rule~~the ~~383;~~dates, indicated:

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

Signature	Title	Date

/s/ Dan Oran	Chief Executive Officer and Director	March 13, 2019
Dan Oran	(Principal Executive and Financial Officer)

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; andII-4

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Page | 45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Shanghai, People Republic of China on December 19, 2012.

BASTA HOLDINGS, CORP. By: /s/ Chunfeng Lu Name: Chunfeng Lu Title: President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date
/s/ Chunfeng Lu
Chunfeng Lu	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)	December 19, 2012

Page | 46

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion of Cane Clark LLP
10.1		Contract with our supplier, Taicang Jinxin Copper Tube Co., Ltd., dated November 3, 2012
23.1		Consent of Ronald Chadwick, P.C.
23.2		Consent of Cane Clark LLP (contained in exhibit 5.1)

Page | 47

Filing Compare · BLACKPOLL FLEET INTERNATIONAL, INC.