As filed with the Securities and Exchange Commission on ~~September~~ 30________ ___, ~~2021~~ 2024.

Registration No. ~~377~~333- ~~04958~~________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~AMENDMENT~~FORM ~~NO. 5~~ S-1

Form S-1

REGISTRATION STATEMENT

~~Under~~UNDER

~~The~~THE ~~Securities~~SECURITIES ~~Act~~ACT ofOF 1933

~~Novusterra~~NOVUSTERRA ~~Inc~~INC. (Exact name of Registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Florida

3990

85-3129871

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Florida	3990	85-3129871
(State or other jurisdiction of	(Primary Standard Industrial	(IRS Employer
incorporation or organization)	Classification Code Number)	Identification No.)

12115 Visionary Way, Suite 174, Fishers, IN 46038

~~561~~(317) NE537-0270 ~~79th Street, Suite 325~~

~~Miami~~(Address, FLincluding ~~33138~~zip code, and telephone number, including

~~(786)~~area ~~473-6233~~code, of Registrant’s principal executive offices)

~~(Address, including~~Gregory ~~zip~~Q. ~~code,~~Jensen ~~and telephone number,~~

including area code, of registrant’s principal executive offices)

I. Andrew Weeraratne

Chief Executive Officer

~~561~~12115 NEVisionary ~~79th Street~~Way, Suite ~~325~~ 174, Fishers, IN 46038

~~Miami,~~(317) FL537-0270 ~~33138~~

(~~786)~~Name, ~~473-6233~~address, including zip code, and telephone number, including

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

~~including area~~Copies ~~code, of agent for service)~~to:

~~Please~~Clifford ~~send~~J. ~~copies~~Hunt, ~~of all communications to:~~Esq.

~~Clifford J. Hunt~~ Law Office of Clifford J. Hunt, P.A. ~~8200 Seminole Boulevard Seminole, Florida 33772 (727) 471-0444 M. Ali Panjwani, Esq. Pryor Cashman LLP 7 Times Square New York, New York 10036 (212) 421-4100~~

As8200 ~~soon~~Seminole asBoulevard, ~~practicable~~Seminole, ~~after~~FL ~~this registration statement becomes effective~~33772

(~~Approximate date of commencement of proposed sale to the public~~727) 471-0444

IfApproximate ~~any~~ date of ~~the~~commencement ~~securities~~of ~~being~~proposed ~~registered~~sale ~~on this Form are~~ to bethe ~~offered on~~public: aAs ~~delayed~~soon oras ~~continuous~~practicable ~~basis~~after ~~pursuant~~this toregistration ~~Rule~~statement ~~415~~is ~~under~~declared ~~the Securities~~effective. ~~Act of 1933 check the following box: ☑~~

If ~~this Form~~any isof ~~filed~~the tosecurities ~~register~~being ~~additional~~registered ~~securities~~on ~~for~~this anForm ~~offering pursuant~~are to ~~Rule~~be ~~462(b)~~offered ~~under~~on ~~the~~a ~~Securities~~delayed ~~Act,~~or ~~please~~continuous ~~check~~basis ~~the following~~pursuant ~~box~~to ~~and~~Rule ~~list~~415 under the Securities Act ~~registration statement number~~ of ~~the~~1933, ~~earlier~~check ~~effective registration statement for~~ the ~~same offering~~following box. ☐☒

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ~~Securities~~ Exchange Act ~~of 1934~~.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☑☒ Emerging ~~Growth~~growth ~~Company~~company ☑☒

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

~~CALCULATION~~The OFRegistrant ~~REGISTRATION~~hereby ~~FEE~~amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration fees (2)
Units(2)(3)(4)(5)	5,111,111	$ 4.50	$ 22,999,999.50	$ 2,509.30
Common Stock at no par value per share, included in the units(3)(5)	-	-	-	-
Warrants to purchase shares of Common Stock, no par value per share (5)(6)(7)	-	-	-	-
Common Stock at no par value per share, underlying the warrants included in the units(6)	5,111,111	$ 5.625	$ 28,749,999.40	$ 3,136.62
Underwriters’ Warrants to purchase Common Stock(7)(8)	-	-	-	-
Common Stock issuable upon exercise of the Underwriter’s warrants to purchase Common Stock.	222,222	$ 5.625	$ 1,249,998.75	$ 136.37
Total Registration Fee			$ 52,999,997.60	$ 5,782.30(9)

The information contained in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~(1)~~Subject to Completion, Dated ___________, 2024

~~Estimated solely~~PRELIMINARY ~~for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 as amended.~~PROSPECTUS

This prospectus relates to the offer and sale by the persons named in this prospectus, whom we call “Selling Shareholders,” of up to 14,482,430 issued and outstanding shares of our common stock, par value $0.00 per share (2“Common Stock”), held by certain of the Selling Shareholders.

~~Each unit~~The ~~consists~~selling ofshareholders, ~~one~~identified ~~share~~herein ofas ~~common~~the ~~stock~~Selling Shareholders, noare ~~par~~offering ~~value~~up ~~per~~to ~~share~~14, ~~and~~482,430 ~~one~~shares ~~warrant~~of toour ~~purchase~~common ~~one~~stock. ~~share~~The 14,482,430 shares of common stock, nobeing ~~par~~offered ~~value per~~by ~~share~~the Selling Shareholders are referred to herein as the Selling Shareholder Shares.

~~(3)~~We will not receive any of the proceeds from the sale of common stock by the Selling Shareholders. The Selling Shareholders may sell their shares at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale. See “Plan of Distribution” for additional information. We will pay all expenses relating to the registration of the Selling Shareholder Shares with the Securities and Exchange Commission.

~~Pursuant to Rule 416~~Currently, there ~~are~~is ~~also~~no ~~being~~public ~~registered~~market ~~such indeterminable~~for ~~additional~~our ~~securities~~common asstock. ~~may~~We beintend ~~issued~~ to ~~prevent dilution~~apply asto alist ~~result~~our ofcommon stock ~~splits,~~on ~~stock~~the ~~dividends~~Nasdaq orCapital ~~similar transactions~~Market under the symbol “NOVS.”

~~(4)~~Each share of our common stock is entitled to one vote per share. See “Description of Capital Stock” and “Organizational Structure.”

~~Includes shares~~We ofare ~~common~~an ~~stock~~emerging ~~and~~growth ~~warrant~~company as that term is used in the ~~underwriter~~Jumpstart ~~has~~Our Business Startups Act of 2012 (the ~~option~~ to“JOBS ~~purchase~~Act”), toand ~~cover~~as ~~over-allotments~~such, ifwe ~~any~~have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

~~(5)~~Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying our common stock.

~~In accordance~~NEITHER ~~with~~THE ~~Rule~~SECURITIES ~~457(i)~~AND ~~under~~EXCHANGE ~~the~~COMMISSION ~~Securities~~NOR ~~Act,~~ANY noSTATE ~~separate registration~~SECURITIES ~~fee~~COMMISSION isHAS ~~required~~APPROVED ~~with~~OR ~~respect~~DISAPPROVED toOF ~~the~~THESE ~~warrants registered~~SECURITIES ~~hereby~~OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

~~(6)~~The date of this prospectus is , 2024.

The warrants are exercisable at a per share exercise price equal to 110% of the public offering price of one unit.

(7)

No registration fee pursuant to Rule 457(g) under the Securities Act.

(8)

The warrants are exercisable at a per share exercise price equal to 125% of the public offering price of one unit. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the underwriters’ warrants is equal to 125% of $1,000,000 (5% of $20,000,000).

(9)

All of which was previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED __________, 2021

PROSPECTUS

Units Consisting of 4,444,444 Shares of Common Stock and Warrants to purchase up to 4,444,444 Shares of Common Stock

Novusterra Inc.

This is a firm commitment initial offering of units (the “Units”) of Novusterra Inc. (the “Company,” “we,” “us” or “our”), each Unit consisting of one share of common stock, no par value and an accompanying warrant to purchase one share of our common stock. Each warrant will have an exercise price of $5.625 per share (equal to 125% of the offering price per Unit), will be exercisable upon issuance and will expire ____ years from issuance. It is currently estimated that the combined initial public offering price per Unit will be between $4.00 and $5.00. The Units will have no stand-alone rights and will not be issued or certificated as stand-alone securities. Purchasers will receive only shares of common stock and warrants. The shares of common stock and warrants may be transferred separately, immediately upon issuance. The offering also includes the shares of common stock issuable from time to time upon exercise of the warrants. All proceeds received by us from the sale of the shares of Common Stock and accompanying warrants offered hereby will be deposited into our corporate account and will immediately be available for our use (See “Use of Proceeds”).

Prior to this offering, there has been no public market for our common stock or warrants. We have applied to list our common stock and warrants on The Nasdaq Global Market (the “Exchange”) under the symbol “NOVS” and “NOVSW," respectively. There is no assurance that our listing application will be approved by the Exchange. If our common stock and warrants are not listed on the Exchange, we will not consummate this offering. On April 15, 2021, our Board of Directors, and on April 16, 2021, stockholders holding a majority of our outstanding voting shares, authorized a reverse stock split of the outstanding shares of our common stock in a range of up to one-for-three (1:3), which became effective as of April 16, 2021. All share numbers in this prospectus have thus been adjusted to give effect to such reverse stock split.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and will be subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See “Summary—Implications of Being an Emerging Growth Company.”

	Per Unit	Total
Public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds to us, before expenses	$	$

(1) Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to EF Hutton, the representative of the underwriters. We have also agreed to issue warrants to the representative of the underwriters. See “Underwriting” for additional information regarding underwriter compensation.

We have granted the underwriters the option for a period of 45 days to purchase up to an additional ----------- shares of our common stock and/or additional warrants in any combination thereof, at the initial public offering price less the underwriting discounts and commissions, solely to cover over-allotments, if any.

The underwriter expects to deliver the shares of common stock and warrants against payment on or about , 2021.

Sole Book-Running Manager

EF HUTTON

division of Benchmark Investments, LLC

The date of this prospectus is __________, 2021

TABLE OF CONTENTS

		Page No.
MARKET AND INDUSTRY DATA		3
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		4
OTHER INFORMATION		1
OUR COMPANY		4
PROSPECTUS SUMMARY		1
RISK FACTORS		8
SUMMARY OF THE OFFERING		3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
SUMMARY FINANCIAL INFORMATION		4
USE OF PROCEEDS		15
RISK FACTORS		5
ORGANIZATIONAL STRUCTURE		15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		12
DIVIDEND POLICY		15
USE OF PROCEEDS		12
CAPITALIZATION
DILUTION		13
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA
CAPITALIZATION		14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16
UNDERWRITING		15
BUSINESS		16
DESCRIPTION OF SECURITIES TO BE REGISTERED		20
MANAGEMENT		20
INFORMATION WITH RESPECT TO THE REGISTRANT		22
EXECUTIVE COMPENSATION		23
DESCRIPTION OF BUSINESS		22
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		25
DESCRIPTION OF PROPERTY		30
PRINCIPAL STOCKHOLDERS		27
LEGAL PROCEEDINGS		30
SELLING SHAREHOLDERS		28
WHERE COMMON STOCK IS BEING OFFERED AND MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		30
PLAN OF DISTRIBUTION		30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS AND RESULTS OF OPERATIONS		31
DESCRIPTION OF SECURITIES TO BE REGISTERED		32
DIRECTORS AND EXECUTIVE OFFICERS		33
SHARES ELIGIBLE FOR FUTURE SALE		33
EXECUTIVE COMPENSATION		35
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK		34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		37
INTERESTS OF NAMED EXPERTS AND COUNSEL		40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		38
WHERE YOU CAN FIND MORE INFORMATION		40
LEGAL MATTERS		38
INDEX TO FINANCIAL STATEMENTS		F-1
EXPERTS		38
WHERE YOU CAN FIND ADDITIONAL INFORMATION		39
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		39
FINANCIAL STATEMENTS		F-1
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS		II-2
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		II-2
INDEMNIFICATION OF DIRECTORS AND OFFICERS		II-2
RECENT SALES OF UNREGISTERED SECURITIES		II-2
EXHIBITS		II-3
UNDERTAKINGS		II-5

~~ABOUT~~Table ~~THIS~~of ~~PROSPECTUS~~Contents

You should ~~only~~ rely only on the information contained in this ~~document~~prospectus ~~or to~~and ~~which~~any free writing prospectus we ~~have~~may ~~referred~~authorize to be delivered or made available to you. We have not, and the Selling Shareholders have not, authorized anyone to provide you with ~~information~~additional ~~otherwise.~~or Ifdifferent ~~anyone~~information ~~provides~~from ~~you~~that ~~with different~~contained orin ~~inconsistent~~this ~~information,~~prospectus ~~you~~and ~~should~~any ~~not~~free ~~rely~~writing onprospectus itwe have authorized. We, ~~are~~and ~~not~~the ~~making~~Selling anShareholders ~~offer~~take no responsibility for, and can provide no assurance as to ~~sell~~the ~~these~~reliability ~~securities~~of, any other information that others may give you. The information in ~~any jurisdiction~~this ~~where~~prospectus is accurate only as of the ~~offer~~date of this prospectus, regardless of the time of delivery of this prospectus or of any sale isof ~~not~~the ~~permitted~~shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

~~On April~~This ~~15,~~prospectus ~~2021~~contains ~~our~~forward-looking ~~Board~~statements ofthat ~~Directors,~~are ~~and~~subject onto ~~April 16, 2021, stockholders holding~~ a ~~majority~~number of ~~our~~risks ~~outstanding~~and ~~voting shares~~uncertainties, ~~authorized~~ amany ~~reverse stock split~~ of ~~the~~which ~~outstanding~~are ~~shares~~beyond of our ~~common~~ ~~stock~~control. in“Risk aFactors” ~~range~~and of“Special upNote toRegarding ~~one~~Forward-~~for-three~~Looking ~~(1:3),~~Statements” ~~which~~contain ~~became effective~~additional asinformation ofregarding ~~April~~these ~~16, 2021~~risks. ~~All share numbers in this prospectus have thus been adjusted to give effect to such reverse stock split, except for the financial statements and notes thereto.~~

~~OTHER~~DEALER ~~INFORMATION~~PROSPECTUS DELIVERY OBLIGATION

~~We maintain~~Through ~~our~~and ~~web~~including ~~site~~___________, at2024 ~~www.novusterrainc.com.~~(the ~~Information~~25th onday ~~such~~after ~~web~~the ~~site is~~date ~~not considered a part~~ of this prospectus.), ~~Unless~~all ~~specifically set~~dealers ~~forth~~effecting totransactions ~~the contrary, when used~~ in ~~this~~these ~~prospectus the terms “Novusterra”~~securities, ~~“we”,~~may ~~“us”, “our”~~be ~~and~~required ~~similar terms refer~~ to ~~Novusterra~~deliver ~~Inc.,~~ a ~~Florida~~ ~~corporation~~prospectus.

~~PROSPECTUS~~MARKET ~~SUMMARY~~AND ~~Basis~~INDUSTRY of Presentation Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Market, Industry and Other Data This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies and our own estimates based on our management’s knowledge of, and experience in, the industry and markets in which we compete. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources, and on our knowledge of, and our experience to date in, the markets for our products. Market data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market data. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market data. References herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in such specified market based on sales dollars, unless the context otherwise requires. About Us The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our address is 561 NE 79th Street Suite 325, Miami FL 33138 our telephone number to 786-473-6233 and our website is www.novusterrainc.com. However, you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement. We began with the objective to build a Rare Earth Elements (“REE”) Processing Facility to process REE for commercial use. However, as approved by a Board of Directors meeting held on March 19, 2021, we changed our objective to developing Graphene since we discovered research illustrating that Graphene, similar to an REE, is a versatile commodity that could be helpful in solving major global problems with the potential for attractive earnings. Our decision to begin the process of producing Graphene was made easier due to the relationship the Company’s management team has with American Resources Corporation (NASDAQ: AREC) (“ARC”) as a result of prior business activities. ARC through its wholly owned subsidiary, Advanced Carbon Material LLC (“ACM”), signed an exclusive license agreement with Ohio University (the “License Agreement”) to manufacture Graphene using carbon as a raw material using patented technology owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, an independent board member of ARC and Chief Technical Officer of ACM. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering. On March 31, 2021, we entered into a Graphene Development Agreement with ARC that provides us with a nonexclusive sublicense from ARC (the “Sublicense”) of certain patents ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using coal byproducts. Pursuant to such agreement, we agreed to raise funds via an initial public offering in order to build a manufacturing facility to produce and market Graphene commercially. The agreement also provides that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business. This profit sharing arrangement is limited to only the operating profits from the Graphene factory using the rights provided by the Sublicense and will not apply to any other activities in which the Company may engage in the future, including the production of Graphene using any other technology. Hence, the Company has been researching alternative methods to produce Graphene. The Company also plans to look into acquiring companies that use or can use Graphene as raw material for other applications. As part of the above two agreements, Andrew Weeraratne was replaced by Mark Jensen, the Chief Executive Officer and the Chairman of the Board of ARC, as the Chairman of the Company’s Board of Directors.DATA

1This prospectus contains estimates and information concerning our industry, including market position and the size and growth rates of the markets in which we participate, that are based on industry publications and reports and other information from our internal sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

AsCertain ~~approved~~information atincluded ain special shareholders meeting attended by major shareholders on March 19, 2021, we signed an agreement with ARC on March 31, 2021, to issue ARC 10,000,000 shares of Class B common stock (with 10 votes each) plus 5,700,000 shares of Class A common stock (with one vote each) of the Company, comprising 51.14% of total shares giving 87.57% of voting power to ARC, who plans to distribute such shares to ARC’s shareholders as stock dividends after the completion of this ~~offering.~~prospectus Atconcerning aour ~~special~~industry ~~shareholders meeting held on April 4, 2021, attended by majority of shareholders, including ARC, the Company voted to eliminate the Class B shares~~ and ~~increase~~ the ~~Class~~markets Awe ~~shares by the number of Class B shares then outstanding~~serve, ~~and~~including ~~designate~~our ~~the~~market ~~Class A shares as “Common Shares.” Further~~share, atis aalso ~~special~~based ~~stockholders meeting held~~ on ~~April~~our ~~16, 2021, attended by a majority of shareholders, the Company voted to effectuate a one~~good-~~for-three~~faith ~~(1:3)~~estimates ~~reverse~~derived ~~stock~~from split, which became effective as of April 16, 2021. As a consequence of eliminating the Class B shares on April 4, 2021, as of July 30, 2021, ARC holds 5,233,333 Class A common shares, or 49.93% of the Companymanagement’s ~~voting~~knowledge ~~stock, and Andrew Weeraratne holds 4,082,389 common shares, or 38.95%~~ of the Company’s voting stock, based on 10,481,341 common shares outstanding. In order to manufacture and market Graphene using the technology we have sublicensed from ARC, we have signed a lease agreement with ARC to lease land and a building ARC owns in Kentucky to build our Graphene manufacturing factory, with such lease payments to be paid after we have received the proceeds from this offering. Once we have received the proceeds from this offering, we plan to hire experts in the Graphene industry ~~to help us select, purchase~~ and ~~install the necessary equipment needed to begin the process of making Graphene from carbon. Graphene has been unknowingly produced in small quantities for centuries, through the use of pencils and~~ other similar applications of graphite. However, only in the recent years have the valuable qualities of Graphene has been discovered. In 1947, Canadian physicist Philip Wallace wrote a pioneering paper about the electronic behavior of graphite that sparked considerable interest in the field.1 Further, in 1960, Nobel Prize winning chemist Linus Pauling speculated about how flat, single layers of Carbon atoms would behave. In 1962, such materials were named "Graphene" by German chemist Hanns-Peter Boehm, who had spotted them under his electron microscope the year before. We have listed detailed uses of Graphene, marketing and commercialization strategy elsewhere in this registration statements. However, to briefly outline, Graphene can be used for energy storage to water filtration, to solidify various productions through mixing with other raw materials to maintaining body temperature by lacing Graphene in wearables among many other uses of Graphene. Emerging Growth Company We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. As an emerging growth company, we are exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the SEC’s reporting and disclosure rules. We shall continue to be deemed an emerging growth company until the earliest of: (a) our annual gross revenue exceeds $1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) we issue more than $1.0 billion of non-convertible debt in any three-year period; or (d) we become a “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information incurrently ~~their~~available annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Exchange Act, which requires the shareholder approval of executive compensation and golden parachutes. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us ~~to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies~~. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Exchange Listing We intend to file an application to list our common stock and warrants on the Exchange under the symbol “NOVS” and “NOVSW,” respectively. No assurance can be given that our application will be approved. If our application to the Exchange is not approved or we otherwise determine that we will not be able to secure the listing of the common stock and warrants on the Exchange, we will not complete the offering.

~~_____________________________________~~ BASIS OF PRESENTATION

1Certain ~~See https://www~~monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments.~~explainthatstuff~~ Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.~~com/.~~

23 Table of Contents

	SUMMARY OF THE OFFERING
	Securities Offered:		4,444,444 Units, each Unit consisting of one share of our common stock and one warrant to purchase one share of our common stock. Each warrant will have an exercise price of $5.625 per share (125% of the assumed public offering price of one Unit), is exercisable immediately and will expire years from the date of issuance. The Units will not be certificated or issued in stand-alone form. The shares of our common stock and the warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering.
	Common Stock Offered (1):		Up to 4,444,444 shares of the Company’s Common Stock.
	Warrants Offered:		Warrants to purchase up to shares of the Company’s common stock. The warrants are exercisable immediately, and will be issued separately in this offering, but will be purchased together in this offering. The exercise price of the warrants is $ per share (125% of the public offering price of one Unit stock based on assumed offering price of $4.50 per Unit, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus). Each warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein. A holder may not exercise any portion of a warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding common stock after exercise, as such percentage ownership is determined in accordance with the terms of the warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. Each warrant will be exercisable immediately upon issuance and will expire years after the initial issuance date. The terms of the warrants will be governed by a Warrant Agreement, dated as of the effective date of this offering, between us and VStock Transfer, LLC, as the warrant agent (the “Warrant Agent”). This prospectus also relates to the offering of the common stock issuable upon exercise of the warrants. For more information regarding the Warrants, you should carefully read the section titled “Description of Securities to be Registered — Warrants” in this prospectus.
	Gross proceeds to us, net of underwriting discounts and commissions but before expenses:		$18,400,000, or $21,160,000 if the underwriters exercise their option to purchase additional shares and/or warrants in full, based on an assumed public offering price of $4.50 per Unit, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus.
	Use of Proceeds:		We will use the net proceeds, for which there is no guarantee of receipt, of this offering to build a manufacturing plant to make Graphene, and for working capital purposes (see “Use of Proceeds” on page --).
	Common Stock Outstanding Prior to the Offering:		10,481,341 shares of Common Stock.

PROSPECTUS SUMMARY

	Common Stock Outstanding After the Offering (2):		14,925,785 shares of Common Stock (15,592,452 shares of Common Stock, if the underwriter exercises the over-allotment option in full).
	Proposed Exchange Symbol:		We have applied to list our common stock and warrants on the Exchange under the symbol “NOVS” and “NOVSW,” respectively.
	Risk Factors:		Investing in our Common Stock involves a high degree of risk. Please refer to the section entitled “Risk Factors” before making an investment in our Common Stock.
	Representative’s Warrants		We will issue to EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters or its designees at the closing of this offering warrants purchasing the number of shares of common stock equal to 5% of the aggregate number of shares of Common Stock sold in this offering. The representative’s warrant will be exercisable immediately and will expire five years after the effective date of the registration statement for this offering. The exercise price of the representative’s warrant will equal 125% of the public offering price per Unit. See “Underwriting.”
	Lock-up		We, our directors, officers and all of our existing shareholders have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock as described in further detail in the prospectus, for a period of 180 days after the date of this prospectus. See “Underwriting.”
	(1) In addition, the underwriter has been granted an over-allotment option pursuant to which it may purchase an additional ------shares of Common Stock and/or warrants. (2) The number of shares of Common Stock outstanding immediately following this offering is based on 10,481,341 shares outstanding as of September 30, 2021 and excludes up to shares of Common Stock issuable upon the exercise of the representative’s warrants issued in connection with this offering.

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

3OUR COMPANY

	SUMMARY FINANCIAL INFORMATION
	The following summary financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.
		For the Period from Sept 21, 2020 through Dec 31, 2020
	Statement of Operations
	Revenues	$-0-
	Cost of Revenues	$-0-
	General and Administrative Expenses	$2,538
	Total Operating Expenses	$2,538
	Other Income	$-0-
	Net Loss	$2,538

The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our address is 12115 Visionary Way, Suite 174, Fishers, IN 46038, our telephone number is (317) 537-0270 and our website is www.novusterrainc.com. However, you should not consider any information on, or that can be accessed through our website a part of this Registration Statement.

		As of December 31, 2020
	Balance Sheet Data
	Cash	$12,347
	Total Assets	$12,347
	Total Liabilities	$6,538
	Stockholders’ Equity	$5,809

Novusterra Inc. will specialize in the development and production of carbon nanostructures, carbon nanotubes and graphene (collectively defined herein as “Graphene”). In addition, Novusterra Inc. will license our acquired patented technology and production techniques to other companies in order to produce Graphene. Currently, the Company is developing application specific graphene products from carbon-based waste streams. Our patented technologies were designed to make use of an abundant and low-cost feedstock of carbon-based waste in an environmentally friendly process. We are targeting developing graphene products that will be used in water filtration, electronic devices, energy storage, agriculture fertilizer recycling and sustainable infrastructure such as concrete and asphalt.

4The Company began researching the ability to produce Graphene due to the relationship the Company’s management team had with American Resources Corporation (NASDAQ: AREC) (“ARC”) as a result of prior business activities. ARC through its wholly owned subsidiary, Advanced Carbon Material LLC (“ACM”), signed an exclusive license agreement with Ohio University (the “License Agreement”) to manufacture Graphene using carbon and carbon byproducts as a raw material using the patented technology owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University and an independent board member of ARC and Chief Technical Officer of ACM. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

On March 31, 2021, we entered into a Graphene Development Agreement with ARC that provided us with a nonexclusive sublicense from ARC (the “Sublicense”). The nonexclusive sublicense is for certain patents ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts as a raw material. Pursuant to such agreement, we agreed to raise funds via an initial public offering in order to develop and build a manufacturing facility to produce and market Graphene commercially. The agreement also provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business activity. As part of the above two agreements, Andrew Weeraratne was replaced by Mark Jensen, the Chief Executive Officer (CEO) and the Chairman of the Board of ARC, as the Chairman of the Company’s Board of Directors.

On March 24, 2022, ARC signed an exclusive sublicense with Kenai Defense Company, LLC (“Kenai”) for the defense and space industries within the United States (“DOD”) and within any respective defense and space industries of any allied country to the United States. As consideration for the sublicense with Kenai, ARC or its assignees will receive a two percent (2%) royalty on all sales of licensed products by Kenai, or any affiliate or licensee of Kenai. In addition, Kenai shall pay to ARC or its assignees an annual payment equal to twenty percent (20%) of the profits of licensed products by Kenai, or any affiliate or licensee of Kenai, for the preceding fiscal year.

On August 30, 2022, we entered into a purchase agreement for the exclusive rights of the patents which ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts other than the license to Kenai Defense Company, LLC (referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC 4,000,000 common shares of the Company with an estimated valuation of $1,784,000 in stock of Novusterra Inc., or a value of $.446 per share. The valuation of the stock is based on a 409a valuation completed by an independent third party, Doty Scott Enterprises, Inc. As part of the acquisition of the Exclusive Rights to the patents, Andrew Weeraratne resigned as director and CEO of the Company and Gregory Jensen joined the Company as CEO and Director. Mark Jensen resigned as Chairman of the Board of Directors and Mark LaVerghetta joined the Company as Chairman of the Board of Directors. Pursuant to the acquisition, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC. In addition, ARC has assigned the exclusive sublicense agreement rights for the defense and space industries with Kenai to Novusterra.

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In order to further develop our sublicensed graphene technology, we have signed a lease agreement with ARC to lease land and building structures that ARC owns in Kentucky. The lease is intended to be used to develop, test and build a Graphene manufacturing facility, with such lease payments to be accrued until we have received the proceeds from outside funding mechanisms. Once we have received additional proceeds, we plan to expand our team to help us design, purchase and install the necessary equipment needed to begin the process of manufacturing Graphene from carbon and carbon byproducts.

Graphene has been unknowingly produced in small quantities for centuries, through the use of pencils and other similar applications of graphite. However, only in recent years have the valuable qualities of Graphene been discovered. In 1947, Canadian physicist Philip Wallace wrote a pioneering paper about the electronic behavior of graphite that sparked considerable interest in the field. Further, in 1960, Nobel Prize winning chemist Linus Pauling speculated about how flat, single layers of Carbon atoms would behave. In 1962, such materials were named "Graphene" by German chemist Hanns-Peter Boehm, who had spotted them under his electron microscope the year before.

We have listed detailed uses of Graphene along with our marketing and commercialization strategy elsewhere in this prospectus. However, to briefly outline, Graphene can be used for a wide variety of applications such as water filtration, electronic devices, energy storage, agriculture fertilizer recycling and sustainable infrastructure such as concrete and asphalt.

OUR GROWTH STRATEGIES

Operating Strategy

Our plan is to sell Graphene and license our patented technology to other businesses that are focused on producing Graphene products which could be used in water filtration, electronic devices, energy storage, agriculture fertilizer recycling and sustainable infrastructure such as concrete and asphalt.

Marketing Strategy

According to Grand View Research, an India & U.S based market research and consulting company, (source - https://www.grandviewresearch.com/industry-analysis/graphene-industry) the global Graphene market size is anticipated to reach $3.75 billion by 2030, exhibiting a revenue based Compound Annual Growth Rate (CAGR) of 46.6% over the forecast period. Rise in awareness regarding the superior characteristics of Graphene is expected to aid the growth and popularity of Graphene. Superior characteristics of Graphene include extreme strength, electrical conductivity, and heat resistance. Key potential applications driving the growth of Graphene market size include electronic chips, energy storage, composite additives and coatings in infrastructure and water filtration & wastewater treatment.

We are focused on licensing our patented technology and producing the raw product of Graphene while building sales channels through our relationships in the water filtration, electronic devices, energy storage, agriculture fertilizer and sustainable infrastructure markets. Upon commercialization, we will further refine our sales channels to produce specific outputs based on customer demand. The Novusterra team has had numerous discussions within its sales channel focusing on current collaboration partners for commercial uses in the future. However, there is no assurance that any such collaborations will come to fruition.

Licensing Strategy

There is an abundance of carbon-based waste streams throughout the world today that could be utilized as a low-cost feedstock to our Graphene manufacturing process. As we grow the business and explore additional international relationships, we plan to license our technology and manufacturing process to partners that can further expand the value to our shareholders.

Competition

According to the research we have performed, there are no public companies that are focused solely on producing Graphene. This may be due to the novelty of Graphene in the commercial market, especially in commercial production. There are a few private companies that claim to produce and sell Graphene, but we have not discovered sufficient information to establish their production capacity or potential. It is possible such private companies may become our competitors. There are also major global innovators and producers in the carbon and coke industry such as Phillips, Seadrift, Petrocokes Japan and JX Nippon who may set up their own divisions to make Graphene in the near future or may already have formed such divisions. In addition, companies in China and India that dominate Graphite production market may begin their own Graphene divisions.

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According to one article (See Harnessing the Superpowers of Graphene, Rich Duprey, The Motley Fool (April 7, 2013) – https://www.fool.com/investing/general/2013/04/07/Graphene-the-miracle-substance.aspx). Companies such as IBM (NYSE:IBM), Samsung and Nokia (NYSE:NOK) are rushing to tap the incredible properties of Graphene. In 2011, IBM was the first company to use the material to create Graphene-based integrated circuits, having created in 2010 a Graphene processor that could execute 100 billion cycles per second (100GHz). Intel and Samsung are now looking into Graphene-based processors, while Nokia is part of a consortium of 74 companies that received a grant of $1.35 billion from the European Union to determine how to use Graphene to "improve the world." This consortium is experimenting in electronics and mobile communications. The Motely Fool adds that perhaps a better route to understand Graphene is to look at producers of graphite, as that is the material from which Graphene is made. Unfortunately, most of the mineral is produced in China. It produces some 800,000 metric tons annually, with the next closest producer being India at 130,000 metric tons. Graphite is not mined in the United States.

According to the article 10, GrafTech International (NYSE:GTI.DL) is the leading producer of graphite electrodes and was one of the top 20 Graphene patent holders at one time, ahead of such giants as General Electric Company (NYSE:GE) and Bayer. According to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2020, filed with the SEC on March 6, 2020, GrafTech International notes that it “is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals. We believe that we have the most competitive portfolio of low-cost ultra-high power (“UHP”) graphite electrode manufacturing facilities in the industry, including three of the highest capacity facilities in the world. We are the only large scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, a key raw material for graphite electrode manufacturing.”

Another international company that is expanding into Graphene is Germany-based Aixtron SE (NASDAQ:AIXG). In its Report of a Foreign issuer on Form 6-K filed with the SEC on August 11, 2016, it wrote: "One focus of AIXTRON's [research] involves researching processes and systems technology for the deposition of optically active 2D semiconductor materials such as ... Graphene ... AIXTRON offers a Plasma Enhanced Chemical Vapor Phase Deposition ('PECVD') technology ... employed for the deposition of complex Carbon Nanostructures (Carbon Nanotubes, Nanowires or Graphene)."

It is possible that the above enterprises have more resources than we do and thus make it hard for us to compete with them.

Employees

As of January 1, 2024, we have two full-time and three part time employees. We plan to hire additional full-time employees upon the completion of this offering.

DESCRIPTION OF PROPERTY

Our Offices

Our offices are located at 12115 Visionary Way, Suite 174, Fishers, IN 46038 and our telephone number is (317) 537-0270.

Legal Proceedings

We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries threatened against or affecting our company, our Common Stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect.

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THE OFFERING

Issuer			Novusterra Inc.

Common Stock offered by the Selling Shareholders			Up to a maximum of 14,482,430 shares. See “Selling Shareholders” for a description of how we calculate the number of shares offered by the Selling Shareholders.

Common stock outstanding before the offering			14,482,430 shares.

Common stock outstanding after the offering			14,482,430 shares.

Use of proceeds			We will not receive any proceeds from the sale of the Selling Shareholder Shares by the Selling Shareholders, if any.

Voting rights		Each share of our common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Securities.”

Dividend policy		We have never paid cash dividends on our common stock. Payment of dividends will be within the sole discretion of our board of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. See “Dividend Policy.”

Risk factors		Investing in our common stock involves a high degree of risk. See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.

Proposed Nasdaq Capital Market symbol		In connection with this offering, we have filed an application to list our shares of common stock under the symbol “NOVS” on the Nasdaq Capital Market (“Nasdaq” or “Exchange”).

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon reflects shares of common stock as of January 1, 2024.

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following summary financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.

Statement of Operations	For the Period from January 1, 2022 through December 31, 2022
Revenues	$	-0-
Cost of Revenues	$	-0-
General and Administrative Expenses	$	339,186
Total Operating Expenses	$	339,186
Other Expense	$	14,051
Net Loss	$	353,237

Balance Sheet Data	As of December 31, 2022
Cash	$	186,106
Total Assets	$	2,841,813
Total Liabilities	$	914,882
Shareholders’ Equity	$	1,926,931

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RISK FACTORS

Investing in our common stock, which we refer to in this prospectus as our “securities,” involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.

An investment in our Common Stock involves a significant degree of risk. You should not invest in our Common Stock unless you can afford to lose your entire investment. You should consider carefully the following risk factors and other information in this prospectus before deciding to invest in our Common Stock.

Risks Related to our Securities and this Offering

There is no public market for our shares ~~and~~of ~~warrants~~Common Stock.

Currently, there is no public market for our shares ~~and~~of ~~warrants~~Common Stock. We have applied to list our ~~common~~Common ~~stock~~Stock ~~and warrants~~ on the ~~Exchange~~Nasdaq Capital Market under the symbol “NOVS” ~~and “NOVSW,” respectively~~. There is no assurance that the trading market for our ~~common~~Common ~~stock~~Stock ~~and warrants~~ will become ~~more~~ active or liquid. Furthermore, there can be no assurance any broker will be interested in trading our stock ~~and warrants~~. Therefore, it may be difficult to sell your shares of ~~common~~ ~~stock~~Common ~~and~~Stock ~~warrants~~ if you desire or need to sell them.

~~Our~~If ~~management~~our ~~has~~shares ~~full~~of ~~discretion~~Common asStock become subject to the ~~use~~penny ofstock ~~proceeds~~rules, ~~from this~~it ~~offering~~would become more difficult to trade our shares.

~~We presently~~The ~~anticipate~~SEC has adopted rules that ~~the~~regulate ~~net~~broker-dealer ~~proceeds~~practices ~~from~~in ~~this~~connection ~~offering~~with ~~will be~~transactions ~~used~~in ~~for~~penny ~~the~~stocks. ~~purposes~~Penny ~~set~~stocks ~~forth~~are ~~under~~generally ~~“Use~~equity securities with a price of ~~Proceeds”~~ ~~appearing~~less ~~elsewhere~~than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in ~~this~~such ~~Offering~~securities ~~Memorandum~~is provided by the exchange or system. ~~We reserve~~If we do not obtain or retain a listing on the ~~right,~~Nasdaq ~~however,~~Capital toMarket ~~use~~or another national securities exchange and if the ~~net~~price ~~proceeds~~of ~~from~~our ~~this offering~~Common ~~for~~Stock ~~other~~is ~~purposes~~less ~~not~~than ~~presently~~$5.00, ~~contemplated~~our ~~which~~Common ~~we deem~~Stock tocould be indeemed ~~our~~a ~~best~~penny ~~interests~~stock. The penny stock rules require a broker-dealer, before a transaction in ~~order~~a penny stock not otherwise exempt from those rules, to ~~address~~deliver ~~changed circumstances~~a ~~and~~standardized ~~opportunities~~risk disclosure document containing specified information. AsIn addition, the penny stock rules require that before effecting any transaction in a ~~result~~penny ofstock ~~the~~not ~~foregoing~~otherwise exempt from those rules, ~~purchasers~~ a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the ~~securities~~receipt ~~offered~~of ~~hereby~~a ~~will~~risk bedisclosure ~~entrusting their~~statement; ~~funds~~(ii) a written agreement to ~~our~~transactions ~~management,~~involving ~~upon~~penny ~~whose~~stocks; ~~judgment~~and (iii) a signed and ~~discretion~~ dated copy of a written suitability statement. These disclosure requirements may have the ~~investors~~effect ~~must~~of ~~depend~~reducing the trading activity in the secondary market for our Common Stock, ~~with~~and ~~only~~therefore ~~limited~~stockholders ~~information~~may ~~concerning management's~~have ~~specific~~difficulty ~~intentions~~selling their shares.

If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on the Exchange or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We have effected a reverse stock split of our outstanding common stock.

We expect that the reverse stock split will increase the market price of our common stock while our stock is trading and enable us to meet the minimum market price requirement of the listing rules of the Exchange. However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is possible that the market price of our common stock following the reverse stock split will not increase sufficiently for us to be in compliance with the minimum market price requirement of the Exchange, or if it does, that such price will be sustained. If we are unable to meet the minimum market price requirement, we may be unable to list our shares on the Exchange, in which case such an offering may not be completed.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock, there can be no assurance that we will be approved for listing on the Exchange or able to comply with other continued listing standards of the Exchange.

Even if the market price of our common stock increases sufficiently so that we comply with the minimum market price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to be approved for listing on the Exchange or maintain a listing of our common stock on the Exchange. Our failure to meet these requirements may result in our common stock being delisted from the Exchange.

Even after the reverse stock split, the trading price of our common stock may not be high enough to attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

There can be no assurance that the reverse stock split results in a share price that will attract new investors, including institutional investors, or that the share price will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve, our share price may decline and you may lose all or part of your investment.

Our stock price may be volatile, which could result in substantial losses to investors and litigation.

In addition to changes to market prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our ~~common~~Common ~~stock~~Stock may change for a variety of other reasons, not necessarily related to our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our ~~common stock~~Common Stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors that could cause the market price of our ~~common~~Common ~~stock~~Stock to fluctuate significantly include:

●8 ~~the~~Table ~~results~~ of operating and financial performance and prospects of other companies in our industry; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors; ● the public’s reaction to our press releases, other public announcements, and filings with the Securities and Exchange Commission; ● lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in the smart glass industry;Contents

●· the results of operating and financial performance and prospects of other companies in our industry; · strategic actions by us or our competitors, such as acquisitions or restructurings; · announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors; · the public’s reaction to our press releases, other public announcements, and filings with the Securities and Exchange Commission; · lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in the smart glass industry; · changes in government policies in the United States and, as our international business increases, in other foreign countries;; · changes in earnings estimates or recommendations by securities or research analysts who track our Common Stock or failure of our actual results of operations to meet those expectations; · market and industry perception of our success, or lack thereof, in pursuing our growth strategy; · changes in accounting standards, policies, guidance, interpretations or principles; · any lawsuit involving us, our services or our products; · arrival and departure of key personnel; · sales of Common Stock by us, our investors or members of our management team; and · changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man- made disasters.

●Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in ~~earnings~~the ~~estimates~~trading volume of our Common Stock and could seriously harm the market price of our Common Stock, regardless of our operating performance. This may prevent you from being able to sell your shares at or ~~recommendations~~above bythe price you paid for your shares, if at all. In addition, following periods of volatility in the market price of a company’s shares, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or ~~research~~other ~~analysts~~legal ~~who~~proceeding ~~track~~could divert our ~~common~~senior ~~stock~~management’s orattention ~~failure~~and ofcould adversely affect our ~~actual~~business, financial condition, results of operations toand ~~meet those expectations;~~prospects.

●If ~~market~~equity ~~and~~research ~~industry~~analysts ~~perception~~do ofnot publish research or reports about our ~~success~~business, or ~~lack~~if ~~thereof~~they issue unfavorable commentary or downgrade our Common Stock, inthe ~~pursuing~~market price of our ~~growth~~Common ~~strategy;~~Stock will likely decline.

●The ~~changes~~trading market for our Common Stock will rely in ~~accounting~~part ~~standards~~on the research and reports that equity research analysts, ~~policies~~over whom we have no control, ~~guidance~~publish about us and our business. We may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, ~~interpretations~~the market price for our Common Stock could decline. In the event we obtain securities or ~~principles;~~industry analyst coverage, the market price of our Common Stock could decline if one or more equity analysts downgrade our Common Stock or if those analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.

● any lawsuit involving us, our services or our products;

● arrival and departure of key personnel;

● sales of common stock by us, our investors or members of our management team; and

● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our common stock and could seriously harm the market price of our common stock, regardless of our operating performance. This may prevent you from being able to sell your shares at or above the price you paid for your shares, if at all. In addition, following periods of volatility in the market price of a company’s shares, stockholders often institute securities class action litigation against that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely affect our business, financial condition, results of operations and prospects.

Our warrants attached to our stock in our offering may be speculative.

The warrants offered in this offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an exercise price of $5.625 per share (125% of the assumed public offering price per Unit), prior to ------ years from the date of issuance, after which date any unexercised warrants will expire and have no further value. Moreover, following this offering, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

If equity research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our common stock, the market price of our common stock will likely decline.

The trading market for our common stock will rely in part on the research and reports that equity research analysts, over whom we have no control, publish about us and our business. We may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the market price for our common stock could decline. In the event we obtain securities or industry analyst coverage, the market price of our common stock could decline if one or more equity analysts downgrade our common stock or if those analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.

Assuming we obtain an Exchange listing, we will incur material increased costs and become subject to additional regulations and requirements.

As a newly ~~Exchange-~~exchange listed public company, we will incur material additional legal, accounting and other expenses including recruiting and retaining qualified independent directors, payment of annual Exchange fees, and satisfying Exchange standards for companies listed with it. If our ~~common~~Common ~~stock~~Stock is listed on an Exchange, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Exchange listing requirements, our ~~common~~Common ~~stock~~Stock may be delisted. If we fail to meet any of the Exchange’s listing standards, our ~~common~~Common ~~stock~~Stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our ~~common~~ ~~stock~~Common Stock from the Exchange may materially impair our stockholders’ ability to buy and sell our ~~common~~Common ~~stock~~Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ~~common~~Common ~~stock~~Stock. The delisting of our ~~common~~Common ~~stock~~Stock could significantly impair our ability to raise capital and the value of your investment.

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We may acquire certain synergistic businesses already in operation in exchange for stock of our company and such acquisition efforts in future periods may be dilutive to our then current shareholders.

Our business model may result in the issuance of our securities to consummate certain acquisitions in the future. As a result, the percentage ownership of our Company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our ~~common stock~~Common Stock. As we will generally not be required to obtain the consent of our shareholders before entering into acquisition transactions, shareholders are dependent upon the judgment of our management in determining the number of, and characteristics of stock issued as consideration in an acquisition.

Risks Related to Our Business

Our Company is a newly started business and may contain the ordinary risks all new businesses have to go through in the early years.

We were formed on September 21, 2020, and our objective is to further develop our patented technology and to build a Graphene manufacturing ~~Facility~~facility. Our business prospects are difficult to predict because of the early stage of development, our unproven business strategy, and our capital needs. Like most newly begun companies, we have incurred losses since we began and may continue to incur losses. As a development stage company, we face numerous risks and uncertainties in implementing our business plan and there are no assurances that we will be successful.

Ownership and control of our Company is concentrated in our management.

As of the date of this Prospectus, our officers and directors beneficially own or control approximately 9012.4317% of our outstanding shares of ~~common~~Common ~~stock~~Stock. Following this offering, our directors and officers will own approximately 63 12.5017% of our ~~common~~Common ~~stock~~Stock. As a result, they will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. These stockholders may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their stock as part of a sale of our company, and might ultimately affect the potential market price of our stock. Conversely, this concentration may facilitate a change in control at a time when you and other investors may prefer not to sell.

We have no history of manufacturing Graphene and will be conducting the process based on experiments made in a lab.

We are an early-stage company and have no history of manufacturing and marketing Graphene. ~~Our~~The ~~joint~~Exclusive ~~venture~~Right ~~partner~~patents ~~ARC~~we ~~has~~acquired ~~bought~~from ~~the rights~~our topartner ~~patents~~ARC are based on tests done in a lab to make Graphene using Carbon. As such, any future revenues and profits are uncertain until we can make them commercially and begin marketing them.

Our planned Graphene production facility in Kentucky depends on the Exclusive Rights of patented technology that we have ~~sublicensed~~acquired from ARC, of which ARC has licensed it from a third party. If the license agreement between ARC and the third party is terminated, we may lose our ability to use such patented technology.

Our Graphene manufacturing facility will use production methods that have been patented by Ohio University, which have been licensed to ARC ~~and~~of ~~sublicensed~~which towe ushave onacquired athe ~~non-exclusive~~Exclusive ~~basis~~Rights license from ARC. The rights and obligations of our ~~Sublicense~~Exclusive Rights will be governed by ARC’s rights and obligations under the License Agreement with Ohio University. We believe it is a standard patent/technology license agreement with typical, boilerplate termination provisions and as in all standard agreements, it could be terminated due to any disputes and if any such termination happened, we may lose our ability to use such patented technology.

~~The License Agreement is between Ohio University and ACM and was effective on February~~ 10, ~~2021.~~Table ~~The term~~ of the License Agreement runs from February 10, 2021, until such time as the last of the Patent Rights as identified in the License Agreement expires pursuant to federal patent law. The License Agreement allows ACM to utilize the patent rights and/or technology rights identified therein to facilitate the extraction, refinement and processing of Critical Elements, Rare Earth Elements and Graphene, as such terms are defined in the License Agreement. A copy of the License Agreement is included as an exhibit to this prospectus and each prospective investor is encouraged to thoroughly review the License Agreement.Contents

The License Agreement ~~requires,~~is ~~among~~between ~~other~~Ohio ~~things,~~University ~~that~~and ACM ~~maintain~~(wholly ~~a bona~~owned ~~fide,~~subsidiary ~~funded,~~of ~~ongoing~~ARC) and ~~active~~was ~~research,~~effective ~~development, manufacturing,~~on ~~marketing~~February ~~and sales program to diligently make~~10, ~~offer~~ ~~for~~2021. ~~sale~~The ~~and~~term ~~sell~~of ~~Licensed~~the ~~Products~~License soAgreement ~~that~~runs ~~Licensed~~from ~~Products are~~February ~~currently~~10, ~~available~~2021, tountil ~~the~~such ~~public~~time as ~~soon~~the aslast ~~commercially practicable;~~of ~~and,~~the ~~fulfill~~Patent ~~various~~Rights ~~Diligence~~as ~~Milestone events~~ identified in the License Agreement. ~~The~~expires ~~Diligence~~pursuant ~~Milestones include~~to ~~developing~~federal apatent ~~final~~law. ~~design~~The ~~for~~License aAgreement ~~pilot~~allows ~~facility~~ACM to ~~exploit the~~utilize ~~Licensed Product; completion of construction of~~ the ~~pilot facility;~~patent ~~developing~~rights aand/or ~~final~~technology ~~design~~rights ~~for~~identified atherein ~~commercial facility~~ to ~~exploit~~ ~~the~~facilitate ~~Licensed Product; identifying feedstock material sources for~~ the ~~Licensed~~development ~~Product; completing construction of the commercial facility; obtaining the first commercial sale of product exploiting the Licensed Product;~~ and ~~obtaining~~production ~~net sales~~ of ~~a minimum~~Graphene ~~of $1,000,000.00. The deadlines for these various Diligence Milestones run~~ from ~~January~~carbon 1,and ~~2022,~~carbon ~~through January 1~~byproducts, ~~2026.~~as ~~There can~~such beterms noare ~~assurances~~defined ~~that ACM will meet any of the Diligence Milestones identified~~ in the License Agreement. ~~The~~A ~~failure~~copy ~~to meet any one or more~~ of the ~~Diligence~~License ~~Milestones~~Agreement ~~may~~is beincluded ~~treated~~ as ~~a breach~~an ofexhibit ~~the~~to ~~License~~this prospectus and ~~could~~each ~~result~~prospective ininvestor ~~termination~~is ofencouraged ~~the License~~to ~~Agreement~~thoroughly ~~and~~review ~~our~~the ~~corresponding~~License ~~Sublicense~~Agreement.

~~Consideration~~The ~~for granting~~License ofAgreement ~~the~~requires, ~~License~~among ~~Agreement~~other ~~consisted~~things, ofthat ACM maintain a ~~nonrefundable payment~~bona offide, ~~$99~~funded,~~773.~~ ~~Additionally~~ongoing and active research, ~~the~~development, ~~License~~manufacturing, ~~Agreement~~marketing ~~provides~~ and sales program to diligently make, offer for sale and sell Licensed Products so that Licensed Products are currently available to the ~~payment~~public ofas ~~royalties~~soon inas ~~amounts~~commercially ~~ranging~~practicable; ~~from~~and, 1fulfill various Diligence Milestone events identified in the License Agreement.5% The Diligence Milestones include developing a final design for a pilot facility to 2%exploit the Licensed Product; completion of ~~Net~~ ~~Sales~~construction of the pilot facility; developing a final design for a commercial facility to exploit the Licensed ~~Products.~~Product; ~~The~~identifying ~~License~~feedstock ~~Agreement~~material ~~also provides~~sources for ~~payment~~the Licensed Product; completing construction of ~~minimum~~the ~~royalties~~commercial byfacility; ~~ACM~~obtaining inthe ~~amounts~~first ~~ranging from~~commercial ~~$7,500~~sale ~~beginning~~of inproduct ~~calendar~~exploiting ~~year~~the ~~2025~~Licensed upProduct; toand obtaining net sales of a minimum of $~~125~~1,000 ~~beginning~~,000.00. inThe ~~calendar~~deadlines ~~year~~for ~~2027~~these ~~and~~various ~~predicated~~Diligence ~~upon~~Milestones ~~the~~run ~~three Fields~~from ofJanuary ~~Use~~1, ~~involving Critical Elements~~2022, ~~Rare~~through ~~Earth~~January ~~Elements~~1, ~~and Graphene~~2026. There can be no assurances that ACM will bemeet ~~able~~any toof ~~pay~~ the ~~royalties~~Diligence ~~due~~Milestones ~~under~~identified in the License Agreement ~~on a timely basis~~. The failure to ~~make~~meet any one or more of the ~~royalty~~Diligence ~~payments~~Milestones may be ~~deemed~~treated as a breach of the License ~~Agreement~~ and could result in termination of the License Agreement and our corresponding Sublicense.

Consideration for granting of the License Agreement consisted of a nonrefundable payment of $99,773. Additionally, the License Agreement provides for the payment of royalties in amounts ranging from 1.5% to 2% of net sales of the licensed products. The License Agreement also provides for payment of minimum royalties by ACM in amounts ranging from $7,500 beginning in calendar year 2025 up to $125,000 beginning in calendar year 2027. We are required to pay those amounts on behalf of ACM and there is no assurance we will be able to pay the royalties due under the License Agreement on a timely basis. The failure to make any of the royalty payments may be deemed a breach of the License Agreement and could result in termination of the License Agreement and our corresponding Sublicense.

The License Agreement also provides that ACM shall pay all costs and expenses associated with the Patent Rights within 30 days after receipt of each invoice by ACM. The licensor may also require ACM to prepay costs and expenses predicated for certain Patent Rights upon written request by the licensor. The failure of ACM to make any required payment shall be considered a payment default under the terms of the License Agreement. There can be no assurances that ACM will be able to pay the intellectual property management expenses due under the License Agreement on a timely basis. The failure to make any of these payments could result in termination of the License Agreement and our corresponding Sublicense.

~~On March 31, 2021 we entered into the “Sublicense regarding the building and commercialization of graphene related technologies as identified in the License Agreement.~~ The ~~term~~acquisition of the ~~Sublicense shall~~Exclusive ~~continue~~Rights torequires ~~run until such time as the License Agreement is terminated. Consideration for the Sublicense shall consist of payment to ARC of fifty percent (50%) of the positive operating income of~~ our Company. ~~Under~~to ~~the~~raise ~~terms of~~ the ~~Sublicense,~~capital ~~the phrase~~needed ~~“positive~~to ~~operating~~pay ~~income”~~all isnecessary ~~defined~~fees ~~as all revenue~~ to ~~our~~Ohio ~~Company~~University ~~less the direct operating costs of the Company from manufacturing~~ and ~~sale of graphene in the operating facilities. The Sublicense requires our Company to raise the capital needed to~~ complete the design, build, and operation of any facility utilizing the Graphene ~~Technologies~~technologies owned or operated by us. A copy of the ~~Sublicense~~acquisition of the Exclusive Rights is included as an exhibit to this prospectus and each prospective investor is encouraged to thoroughly review the Sublicense. There can be no assurances that we will be able to raise the necessary capital to commercially exploit the Graphene Technologies. Our failure to do so could result in the failure of ACM to meet its Diligence Milestones and payment obligations under the terms of the License Agreement. The breach of any Diligence Milestones and/or payment obligations could result in termination of the License Agreement and our corresponding Sublicense.

We plan to look for and seek out joint venture partners in the early years of our business and we may fail to identify joint venture partners or may fail to successfully manage joint ventures.

Since we are at the early stage of Graphene manufacturing industry, we plan to hire personnel, and also, focus on doing joint venture with other companies already operating in the industry. However, there can be no assurance that the Company will be able to identify joint venture candidates or that we will succeed at effectively managing the operation of any joint venture. Unprofitable joint ventures may negatively affect the Company's results of operations and our ability to continue as an ongoing concern. We plan to allocate approximately $4 million to build a factory for our joint venture with ARC, pursuant to which we plan to use the patented technology owned by Ohio University to manufacture Graphene from Carbon and coal byproducts. We plan to allocate approximately $4 million to either acquire or joint venture with one or more other companies to make Graphene using alternative methods and approximately $5 million to begin, acquire or joint venture with one or more companies to make synergistic products made from Graphene. We plan to use about $1 million to hire sales, marketing, finance, and administrative staff. The rest of the funds we plan to use for general working capital purposes. Although we believe we may be able to acquire or enter into joint ventures on fair and reasonable terms with companies for alternative methods of graphene production and to make synergistic products from graphene, there is no assurance that we will be able to negotiate and execute such agreements.

We may need additional financing which we may not be able to obtain on acceptable terms. Additional capital raising efforts in future periods may be dilutive to our then current shareholders or result in increased interest expenses in future periods.

It may require us to raise additional working capital to continue to implement our business model. Our future capital requirements, however, depend on a number of factors, including our operations, the financial condition of an acquisition target and its needs for capital, our ability to grow revenues from other sources, our ability to manage the growth of our business and our ability to control our expenses. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our Company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of the Shares. We cannot assure that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise funds as needed, we will be unable to fully implement our business model, fund our ongoing operations or grow our company.

We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition.

We currently do not have enough management with experience in operating a Graphene manufacturing and marketing facility. We intend to use the funds we raise from this offering to hire such management and/or engage in joint venture activities with others already operating processing facilities. Competition for additional qualified management is intense, and we may be unable to attract and retain additional key personnel, or to attract and retain personnel on terms acceptable to us and our failure to do so could have a material adverse effect on our business, results of operations and financial condition.

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The success of our business model is dependent upon our ability to identify products and applications using Graphene that we plan to manufacture for commercial use. We may not be able to attract enough companies who may agree to substitute Graphene as the raw materials to produce their products and applications.

Once we begin producing Graphene for commercial use and licensing, we will need to look for manufacturers that will use Graphene to make their products or want to produce Graphene for resell. At the current time, there are not many products using Graphene as the raw material. Thus, there is no guarantee that using Graphene as much as their substitutes will be common in the future and as such , we face uncertainties as to the successful commercialization of our product.

Changes in the market price of Graphene, which in the past has fluctuated widely, will affect the profitability of our operations and financial condition.

Commodity prices have been volatile in the past and may continue to be volatile in the future. Future ~~price~~prices may depend on the actions of dominant producers of global supply. If producers restrict supply, prices may increase or, if such producers decide to release stockpiles accumulated during a period, or due to government regulations, prices may fall. Our business depends on the price of our product to become profitable. We may not be able to weather any volatile price fluctuations, which may affect the profitability of our operations and financial condition.

Commodity manufacturing and sales may be subject to significant governmental regulations, which affect our operations and costs of conducting our business.

Our patented production method requires the use of various commodities and minerals. Mineral extraction and processing are governed by laws and regulations governing mineral concessions, acquisitions, development, and processing. There are also laws regulating exports and taxes on such exports, as well as occupational health and safety standards by which we must abide. These will increase our cost of operation and may delay production. Existing and possible future laws, regulations and permits governing operations and activities of exploration and processing companies, or more stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in production.

Our facilities and operations may be subject to a wide variety of federal, state, local and foreign ~~environment~~environmental laws and ~~regulation~~ regulations which affect our operations and cost of conducting our business.

Our facilities and operations may be subject to a wide variety of federal, state, local and foreign environmental laws and regulations. These laws and regulations relate to air emissions, water discharges and solid and hazardous waste generation, treatment, storage, handling, transportation and disposal;; the presence of wastes and other substances;; the reporting of, responses to and liability for, releases of hazardous substances into the environment;; and the import, production, packaging, labeling and transportation of products that are defined as hazardous or toxic or otherwise believed to have potential to harm the environment or human health. These laws and regulations (and the enforcement thereof) are periodically updated and are becoming increasingly stringent. Our ~~joint venture partner~~Lessor, ARC, has incurred substantial costs in the past and will continue to incur additional costs in the future, to comply with these legal requirements. We expect to incur costs in an estimated amount of approximately $50,000 to comply with these legal requirements as well.

We are dependent on certain key personnel and the loss of these key personnel could have a material adverse effect on our business, financial condition, and results of operations.

Our success, to a certain extent, could be attributable to the management, sales and marketing, and operational expertise of key personnel, that we currently have and may hire and will perform key functions in the operation of our business. The loss of one or more of these key employees could have a material adverse effect upon our business, that could result in our financial condition, and the results of operations to be adversely impacted.

We face increasing competition from other established companies, small enterprises, and other organizations that have far greater resources and brand awareness than we have.

A significant number of established businesses, including major commodity manufacturing companies and their affiliates, and other organizations have entered or are planning to enter the Graphene manufacturing and marketing business. Many of these current and potential competitors have substantially greater financial, marketing, research and other resources than we have.

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Our management has limited experience operating a public company and are subject to the risks commonly encountered by early-stage companies.

Although our management has experience in operating small companies, current management has not had to manage expansion while being a public company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

●· risks that we may not have sufficient capital to achieve our growth strategy;; · risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements; · risks that our growth strategy may not be successful; and · risks that fluctuations in our operating results will be significant relative to our revenues.

● risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

● risks that our growth strategy may not be successful; and

● risks that fluctuations in our operating results will be significant relative to our revenues.

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these, and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

We may be unable to manage growth, which may impact our potential profitability.

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

●· Establish definitive business strategies, goals and objectives;; · Maintain a system of management controls; and · Attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.

● Maintain a system of management controls; and

● Attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.

If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.

We plan to become a public company ~~soon~~in ~~after~~connection with this offering and expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

We estimate that it will cost approximately $150,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company that we hope to become soon after this offering. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

10We may not pay dividends in the future; any return on investment may be limited to the value of our Common Stock.

We ~~may~~do not ~~pay~~currently anticipate paying cash dividends in the foreseeable future;. ~~any~~The ~~return~~payment of cash dividends on ~~investment~~ our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be ~~limited~~no assurance that the Company will ever have sufficient earnings to declare and pay cash dividends to the ~~value~~holders of our ~~common~~Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

We13 ~~do not~~Table ~~currently anticipate paying cash dividends in the foreseeable future. The payment~~ of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay cash dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.Contents

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation ~~contains~~contain provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our ~~common~~Common ~~stock~~Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our ~~common~~Common ~~stock~~Stock less attractive because we may rely on these exemptions. If some investors find our ~~common~~Common ~~stock~~Stock less attractive as a result, there may be a less active trading market for our ~~common~~Common ~~stock~~Stock and our stock price may be more volatile.

Section 107 of the JOBS Act 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 irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

We could 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 annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ~~common~~Common ~~stock~~Stock that is held by non-affiliates exceeds $1.07 billion as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings;; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting;; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

The ongoing COVID-19 pandemic could adversely impact our business, including our potential production facilities.

In December 2019, a novel strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China and to cause a severe respiratory illness now known as COVID-19. Since then, COVID-19 has spread to multiple countries. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the U.S. government-imposed travel restrictions on travel between the United States, Europe, Canada and other countries. Further, the President of the United States declared the COVID-19 pandemic a national emergency, invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response. We may experience disruptions due to the COVID-19 pandemic that could severely impact our business and potential production facilities.

The global COVID-19 pandemic continues to rapidly evolve. The extent to which COVID-19 may impact our business will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.

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~~CAUTIONARY~~SPECIAL ~~STATEMENT~~NOTE REGARDING FORWARD-LOOKING ~~INFORMATION~~STATEMENTS

Various statements in this prospectus contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including those discussed under “Risk Factors,” which could cause our actual results to differ from those projected in any forward-looking statements we make.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this prospectus in its entirety, including the risks described in “Risk Factors.” Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this prospectus, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

USE OF PROCEEDS

~~After deducting~~We ~~the~~will ~~estimated~~not ~~underwriting discounts and commissions and offering expenses payable by us, we expect to~~ receive ~~net~~any ~~proceeds~~ of ~~approximately $17,400,000 from this offering (or approximately $20,160,000 if~~ the underwriters’ option to purchase additional shares and/or warrants in this offering are exercised in full), based on an assumed public offering price of $4.50 per Unit (the midpoint of the range set forth on the cover page of this prospectus). This estimate excludes the proceeds, ~~if any,~~ from the ~~exercise~~sale of ~~warrants~~our incommon ~~this~~stock ~~offering.~~by ~~If all of~~ the ~~warrants sold~~Selling ~~in this offering were to be exercised in cash at an assumed exercise price of $5~~Shareholders.625 per share, we would receive additional net proceeds of approximately $1,125,000. We cannot predict when, or if, these warrants will be exercised. It is possible that these warrants may expire and may never be exercised.

WeThe ~~plan to~~principal ~~allocate~~purposes ~~approximately~~of $4this ~~million~~offering are to ~~build~~create a ~~factory~~public market for our ~~joint~~ ~~venture~~common ~~with~~stock ~~ARC, pursuant to which we plan to use the patented technology owned by Ohio University to manufacture Graphene from Carbon~~ and ~~coal~~facilitate ~~byproducts.~~our Wefuture ~~plan~~access to allocate approximately $4 million to either acquire or joint venture with one or more other companies to make Graphene using alternative methods and approximately $5 million to begin, acquire or joint venture with one or more companies to make synergistic products made from Graphene. We plan to use about $1 million to hire sales, marketing, finance, and administrative staff. The rest of the ~~funds we plan to use for general working~~ capital ~~purposes~~markets. Although we believe we may be able to acquire or enter into joint ventures on fair and reasonable terms with companies for alternative methods of graphene production and to make synergistic products from graphene, there is no assurance that we will be able to negotiate and execute such agreements.

~~Each $1.00~~ORGANIZATIONAL increase or decrease in the assumed public offering price of $4.50 per Unit would increase (decrease) the net proceeds that we receive from this offering by approximately $6,542,223, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares of common stock and accompanying warrants offered by us in this offering would increase (decrease) the net proceeds that we receive from this offering by approximately $24,321,739 , assuming the assumed public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. STRUCTURE

~~The following~~Novusterra ~~table~~Inc. ~~shows~~was ~~how~~incorporated weon ~~currently~~September ~~expect~~21, to2020, ~~use~~in ~~our proceeds from~~ the ~~Units~~State ~~being~~of ~~offered~~Florida. ~~(after~~Our ~~our~~fiscal ~~estimated~~year-end ~~offering~~date ~~expenses of~~is upDecember ~~to $1,000,000)~~31.

~~These estimates~~DIVIDEND are presented for illustrative purposes only and the actual amount of proceeds received may differ. As there is no minimum offering, we cannot estimate how much in proceeds we will receive from the sale of the Units offered hereby.POLICY

	Amount
Factory build out	$4,000,000
Alternative Graphene production acquisition/joint venture	$4,000,000
Synergistic product acquisition/joint venture	$5,000,000
Management recruitment	$1,000,000
Working capital (1)	$6,000,000
Total use of proceeds (2)	$20,000,000

We have never paid cash dividends on our Common Stock. Payment of dividends will be within the sole discretion of our board of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. In addition, under Florida law, we may declare and pay dividends on our Common Stock either out of our surplus, as defined in the relevant Florida statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Florida statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

(1)	Includes funds for general overhead and operating expenses including ordinary
	and fair compensation for officers and directors as well as fees and costs associated
	with an application to list our common stock on the Exchange.

Table of Contents

~~(2)~~MANAGEMENT’S InDISCUSSION ~~the~~AND ~~event~~ANALYSIS ~~that~~OF ~~the~~FINANCIAL ~~underwriter~~CONDITION ~~exercises~~AND ~~the~~RESULTS ~~over-allotment~~OF ~~option, we intend to use Such additional net proceeds for additional acquisitions, working capital and general corporate purposes.~~OPERATIONS

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share of common equity immediately after completion of this offering. Net tangible book value is the amount that results from subtracting our total liabilities and intangible assets from our total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares of Common Stock being offered. Dilution of the value of the shares of Common Stock you purchase is also a result of the lower net tangible book value of the shares held by our existing shareholders.

As of June 30, 2021 the net tangible book value of our shares of common equity was approximately $707,169 based upon outstanding shares of 10,481,341 Common Stock, or approximately $0.0675 per share. The following table provides information regarding:

● the net tangible book value per share of common equity before and after this offering;

● the amount of the increase in the net tangible book value per share of common equity attributable to the purchase of the shares of Common Stock being offered hereby; and

● the amount of the immediate dilution from the public offering price which will be absorbed by purchasers in this offering.

This dilution scenario below is presented for illustrative purposes only and the actual amount of dilution to purchasers in this offering may differ based upon the number of Units sold in this offering.

Assumed Initial Public Offering price per Unit	$4.5000
Net tangible book value per share of common equity as of June 30, 2021	$0.0675
Increase in net book value per share of common equity due to offering	$1.1863
Pro forma net tangible book value per share of common equity after offering	$1.1188
Dilution per share to investors purchasing shares of Common Stock in this offering.	$3.3812

The following table sets forth on a pro forma basis, at September 30, 2021, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of common stock and by the new investors, before deducting estimated offering expenses payable by us.

	Shares purchased		Total Consideration		Average Price
	Number	Percent	Amount	Percent	per share
Existing stockholders	10,484,341	70.22%	$707,169	3.42%	$0.0675
New investors	4,444,444	29.78%	20,000,000	$96.58%	$4.500
Total		100.00%		$100.00%	$

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2021:

● on an actual basis; and

● on a pro forma basis to reflect the sale of 4,444,444 Units by us in this offering at an assumed price to the public of $4.5 per Unit (the midpoint of the range listed on the cover page of this prospectus), resulting in net proceeds to us of $17,000,000 after deducting (i) underwriting discounts and commissions of $3,000,000 and (ii) our estimated other offering expenses of $1,000,000.

The pro forma information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the public offering price of the shares of common stock and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Statements and Results of Operations”.

Offering (4,444,444 Units)

		Pro Forma
		Offering
	Actual(1)	Amount
	(Unaudited)	(Unaudited)(2)
Cash and Cash Equivalents	$ 236,545	$ 20,236,545
Stockholders (deficit) equity:
Preferred Stock, no par value per share, 400,000,000 shares authorized(1)(2)	$ -	$
Common Stock, no par value per share, 2,600,000,000 shares authorized(1)(2)	$ 851,359	$ 20,851,359
Treasury Stock	$ -	$
Accumulated deficit	$ (173,675)	$ (2,773,675)
Total Stockholders’ Equity (Deficit)	$ 677,684	$ 18,077,684

(1) 10,481,341 shares of Common Stock and 0 shares of preferred stock issued and outstanding as of September 30, 2021.

(2) 14,925,785 shares of Common Stock and 0 shares of preferred stock issued and outstanding (pro forma) as of [ ], 2021 after the completion of this offering.

Each $1.00 increase (decrease) in the assumed offering price per Unit of $4.50, assuming no change in the number of Units to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of total stockholders’ equity and total capitalization by approximately $6,542,223, after deducting (i) estimated underwriting discounts and commissions and (ii) offering expenses, in each case, payable by us. Similarly, an increase (decrease) of 1,000,000 Units offered by us in this offering, assuming no change in the offering price, would increase (decrease) the net proceeds that we receive in this offering and each of total stockholders’ equity and total capitalization by approximately $24,321,739, after deducting (i) estimated underwriting discounts and commissions and (ii) offering expenses, in each case, payable by us.

The table above excludes up to 4,444,444 shares of Common Stock issuable upon the exercise of the warrants issued as part of the Units in connection with this offering and 222,222 shares of Common Stock issuable upon the exercise of the representative’s warrants issued in connection with this offering.

UNDERWRITING

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as representative of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of Units set forth opposite its name below.

Underwriter	Number of Units
EF Hutton, division of Benchmark Investments, LLC	4,444,444
Total	4,444,444

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the Units sold under the underwriting agreement if any of these Units are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased, or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against specified liabilities, including some liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the Units, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares and warrants, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that they propose initially to offer the Units to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $[ ] per Unit. After the initial public offering, the public offering price, concession and discount may be changed.

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

	Per Unit	Total Without Exercise of Over-Allotment Option	Total With Exercise of Over-Allotment Option
Public offering price	$	$	$
Underwriting discount and commissions	$	$	$
Nonaccountable expense allowance (1%)	$	$	$
Proceeds, before expenses, to the Company	$	$	$

The total expenses of the offering, not including the underwriting discount, commissions and the nonaccountable expense, are estimated at approximately $ million and are payable by us. We have also agreed to pay all of the expenses relating to the offering, including, but not limited to, all filing fees and communication expenses relating to the registration of the common stock and the warrants to be sold in this offering (including the over-allotment); all fees and expenses relating to the listing of the common stock and warrants on the Exchange; if the offering requires “blue sky” registration, fees of legal counsel performing such work; the costs of all mailing and printing of the underwriting documents, registration statements and prospectuses; the costs of preparing, printing and delivering certificates representing the common stock and warrants issued in this offering; fees and expenses of the transfer agent for our common stock and warrants; stock transfer taxes, if any; the fees and expenses of our accountants and of our legal counsel and other agents and representatives; and travel expenses relating to the “road show” marketing trips. We will reimburse the underwriters up to $150,000 for its actual out-of-pocket expenses incurred for this offering (including but not limited to fees and expenses of underwriter counsel, all reasonable fees, expenses and disbursements relating to background checks of our officers and directors, and expenses of internet roadshow software systems) less any advances provided for such expenses (which shall be returned to us to the extent not offset by actual expenses) in the event of the closing of this offering and up to $50,000 in the event that there is not a closing of this offering.

Underwriters’ Warrants

We have agreed to issue to EF Hutton common share purchase warrants (the “Underwriters’ Warrants”) covering a number of shares of common stock equal up to 222,222 shares of our common stock (5% of the total number of Units being sold in this offering, excluding the overallotment). The Underwriters’ Warrants may not be exercised for six months after the effective date of the registration statement and will expire [ ] years after such effective date. The Underwriters’ Warrants will be exercisable at a price equal to $4.50 per share (100% of the IPO per Unit price, (based on the sale of 4,444,444 shares of our common stock and assuming an IPO per Unit price of $4.50). The Underwriters’ Warrants shall not be redeemable. The warrants and the shares of common stock underlying the warrants have been deemed compensation by FINRA and are therefore subject to a 360-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Underwriters’ Warrants may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 360 days following the effective date of the registration for this offering, except that they may be assigned, in whole or in part, to any officer or partner of the Underwriter, and to members of the underwriting syndicate or selling group (or to officers or partners thereof), or as otherwise permitted, in compliance with FINRA Rule 5110(e)(2). The Underwriters’ Warrants will contain provisions for one demand registration of the sale of the underlying shares of common stock at our expense (in the event that our registration statement covering the Underwriters’ Warrants and the underlying common stock is no longer effective), and unlimited “piggyback” registration rights for a period of five (5) years after the effective date of the registration statement for this offering at our expense. The demand registration right provided will not be greater than five years from the effective date of the registration statement related to this offering in compliance with FINRA Rule 5110(g)(8)(C). The book runners will split the Underwriters’ Warrants on the same pro rata percentage of the amount of the offering each book runner underwrites. The exercise price and number of shares issuable upon exercise of the Underwriters’ Warrants may be adjusted in certain circumstances including in the event of a stock split or other corporate events and as otherwise permitted under Rule 5110(f)(2)(G) of FINRA.

Over-Allotment Option

We have granted an option to the underwriters to purchase up to 222,222 additional shares of common stock and/or warrants at the public offering price less the underwriting discount. The underwriters may exercise this option for 45 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase the number of additional shares and/or warrants proportionate to that underwriter’s allotment reflected in the above table.

No Sales of Similar Securities

Our founders, executive officers and directors, and certain existing stockholders have agreed, subject to limited exceptions, not to sell or transfer any common stock for one hundred eighty days after the date of this prospectus without first obtaining the written consent of EF Hutton. Specifically, we and these other persons have agreed, subject to certain limitations, not to directly or indirectly:

●

offer, pledge, sell or contract to sell any common stock;

●

sell any option or contract to purchase any common stock;

●

purchase any option or contract to sell any common stock;

●

grant any option, right or warrant for the sale of any common stock;

●

lend or otherwise dispose of or transfer any common stock;

●

request or demand that we file a registration statement related to the common stock; or

●

enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

The Underwriting Agreement provides that for a period of three hundred sixty days from the effective date of the Underwriting Agreement, the Company may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock. This prohibition does not apply to (i) equity grants to employees, officers or directors under an equity incentive plan established by the Company, (ii) the issuance of securities upon the exercise or exchange of or conversion of any securities issued under the Underwriting Agreement and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on the date of the Underwriting Agreement, (iii) shares of common stock issued as part of the purchase price in connection with the acquisitions or strategic transactions, provided certain conditions are met, or (iv) the issuance of shares of our common stock upon conversion or exercise of outstanding convertible debt, options and warrants.

Listing on the Exchange

We have applied to list our common stock and warrants on the Exchange under the symbol “NOVS” and “NOVSW,” respectively.

Before this offering, there has been no public market for our common stock or warrants. The public offering price was determined through negotiations among us and the representatives. In addition to prevailing market conditions, the factors considered in determining the public offering price are:

●

the valuation multiples of publicly traded companies that the representatives believe to be comparable to us;

●

our financial information;

●

the history of, and the prospects for, our company and the industry in which we compete;

●

an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues;

●

the present state of our development; and

●

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after this offering the shares will not trade in the public market at or above the public offering price. The underwriters do not expect to sell more than [ ]% of the shares being offered in this offering to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

The underwriters may purchase and sell the common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the issuer in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of common shares made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the representatives make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with DBG, for which they received or will receive customary fees and expenses.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

●

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

●

to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

●

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

●

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Canada

No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or on the merits of the securities and any representation to the contrary is an offence. The offering is being made by a non-Canadian issuer using disclosure documents prepared in accordance with non-Canadian securities laws. Canadian purchasers should be aware that these requirements may differ significantly from those of requirements under applicable Canadian securities laws. In addition, prospective purchasers resident in a province or territory of Canada should be aware that the financial statements and other financial information contained and incorporated by reference herein have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and (where audited) have been subjected to U.S. auditing and U.S. auditor independence standards. U.S. GAAP and U.S. auditing standards differ in certain respects from Canadian generally accepted accounting principles, International Financial Reporting Standards (“IFRS”) and Canadian auditing standards, and thus the consolidated financial statements and other financial information contained or incorporated by reference herein may not be comparable to financial statements and financial information of Canadian companies.

Some or all of the directors and officers of the Company, and certain experts named herein, may be located outside of Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or those persons. All or a substantial portion of the assets of the Company and those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Company or those persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or those persons outside of Canada.

Nova Scotia Purchasers

Under Nova Scotia securities legislation, certain purchasers who purchase shares of common stock offered by this prospectus during the period of distribution will have a statutory right of action for damages against the Company and the directors of the Company as of the date of this prospectus, or while still the owner of the shares of common stock, for rescission against the Company if this prospectus, or a document incorporated by reference in or deemed incorporated into this prospectus, contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for rescission or damages is exercisable not later than 120 days from the date on which payment is made for the shares of common stock or after the date on which the initial payment for the shares of common stock was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company or the directors of the Company. In no case will the amount recoverable in any action exceed the price at which the shares of common stock were offered to the purchaser and if the purchaser is shown to have purchased the shares of common stock with knowledge of the misrepresentation, the Company and the directors of the Company will have no liability. In the case of an action for damages, the Company and the directors of the Company will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares of common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to a Nova Scotia purchaser. The foregoing is a summary of the rights available to a Nova Scotia purchaser. Not all defenses upon which the Company or others may rely are described herein. Nova Scotia purchasers should refer to the complete text of the relevant statutory provisions.

Saskatchewan Purchasers

Under Saskatchewan securities legislation, certain purchasers who purchase shares of common stock offered by this prospectus during the period of distribution will have a statutory right of action for damages against the Company and every director of the Company as of the date of this prospectus, and every person or company who sells the shares of common stock on behalf of the Company under this prospectus, or while still the owner of the shares of common stock, for rescission against the Company if this prospectus contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of one year from the date the purchaser first had knowledge of the facts giving rise to the cause of action and six years from the date on which payment is made for the shares of common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the shares of common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company or the others listed above. In no case will the amount recoverable in any action exceed the price at which the shares of common stock were offered to the purchaser and if the purchaser is shown to have purchased the shares of common stock with knowledge of the misrepresentation, the Company and the others listed above will have no liability. In the case of an action for damages, the Company and the others listed above will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares of common stock as a result of the misrepresentation relied upon. A purchaser who receives an amended prospectus has the right to withdraw from the agreement to purchase the shares of common stock by delivering a notice to the Company within two business days of receiving the amended prospectus. These rights are in addition to, and without derogation from any other rights or remedies available at law to a Saskatchewan purchaser. The foregoing is a summary of the rights available to a Saskatchewan purchaser. Not all defenses upon which the Company or others may rely are described herein. Saskatchewan purchasers should refer to the complete text of the relevant statutory provisions.

Resale Restrictions

The offer and sale of the securities in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of securities acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the securities outside of Canada. By purchasing shares of common stock under the offering and accepting delivery of a purchase confirmation, each Canadian purchaser is deemed to acknowledge that pursuant that it is receiving notice that, unless permitted under applicable Canadian securities laws, the holder of the securities offered herein must not trade any of the securities to a resident of Canada before the date that is four months and a day after the distribution date (expected to be on or about [ ], 2021).

Taxation and Eligibility for Investment

Any discussion of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by such investor under relevant Canadian federal and provincial legislation and regulations.

Language of Documents

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We are authorized to issue an aggregate number of 3,000,000,000 shares of capital stock, of which (i) 2,600,000,000 shares are Common Stock, at no par value per share; and (ii) 400,000,000 shares of preferred stock, at no par value per share.

Common Stock

We are authorized to issue 2,600,000,000 shares of Common Stock. As of September 30, 2021, 10,481,341 shares of the Common Stock are issued and outstanding.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our common stock does not provide a preemptive or conversion right and there are no redemption or sinking fund provisions or rights. Holders of our Common Stock are not entitled to cumulative voting for election of the Company’s board of directors.

The holders of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a cash dividend and does not anticipate declaring a dividend in the foreseeable future.

Preferred Stock

We are authorized to issue up to 400,000,000 shares of preferred stock, at no par value per share, in one or more classes or series within a class as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications, limitations or restrictions thereof. Any preferred stock so issued by the board of directors may rank senior to other existing classes of capital stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control. Currently, no shares of our preferred stock have been designated any rights and we have no shares of preferred stock issued and outstanding.

Warrants

General. There are presently no outstanding warrants to purchase our securities. However, we are offering up to a total of 4,444,444 warrants for the purchase of our Common Stock.

Exercisability. The warrants are exercisable at any time after their original issuance and at any time up to the date that is [ ] years after their original issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own more than 4.99% of the outstanding Common Stock after exercise, as such percentage ownership is determined in accordance with the terms of the warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

Exercise Price. The exercise price per whole share of Common Stock purchasable upon exercise of the warrants is $ per share or % of the public offering price per Unit. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Transferability. Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. We have applied for the listing of the warrants offered in this offering on the Exchange under the symbol “NOVS”. No assurance can be given that such listing will be approved or that a trading market will develop.

Warrant Agent. The warrants will be issued in registered form under a warrant agency agreement between VStock Transfer, LLC, as warrant agent, and us. The warrants shall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Fundamental Transactions. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of a warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the warrant.

Governing Law. The warrants and the warrant agency agreement are governed by New York law.

Options

At a board of directors (the “Board”) meeting held on June 12, 2021, the Board approved the following stock options to the officers and directors of the Company: (i) options for three directors to purchase 25,000 shares of common stock each at a strike price of $5.00 per share within five years from June 12, 2021, (ii) options for the Chief Executive Officer to buy 25,000 shares of common stock at a strike price of $5.00 per share within five years from June 12, 2021 and (iii) options for the Chairman of the Board to purchase 50,000 shares of common stock at a strike price of $5.00 per share within five years from June 12, 2021.

There are no other outstanding options to purchase our securities.

Transfer Agent and Registrar

Our Transfer Agent and Registrar is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. Phone: (212) 828-8436.

INFORMATION WITH RESPECT TO THE REGISTRANT

DESCRIPTION OF BUSINESS

Company Overview

The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our address is 561 NE 79th Street, Suite 325, Miami, FL 33138, our telephone number to 786-473-6233 and our website is www.novusterrainc.com. However, you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

We began with the objective to build a Rare Earth Elements (“REE”) Processing Facility to process REE for commercial use. However, as approved by a Board of Directors meeting held on March 19, 2021, we changed our objective to developing Graphene since we discovered research illustrating that Graphene, similar to an REE, is a versatile commodity that could be helpful in solving major global problems with the potential for attractive earnings.

Our decision to begin the process of producing Graphene was made easier due to the relationship the Company’s management team has with ARC as a result of prior business activities. ARC through its wholly-owned subsidiary, ACM, signed the License Agreement with Ohio University to manufacture Graphene using carbon as a raw material using patented technology owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, an independent board member of ARC and Chief Technical Officer of ACM. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

The underlying License Agreement between Ohio University and ACM was effective on February 10, 2021. The term of the License Agreement runs from February 10, 2021, until such time as the last of the Patent Rights as identified in the License Agreement expires pursuant to federal patent law. The License Agreement allows ACM to utilize the patent rights and/or technology rights identified therein to facilitate the extraction, refinement and processing of Critical Elements, Rare Earth Elements and Graphene, as such terms are defined in the License Agreement. A copy of the License Agreement is included as an exhibit to this prospectus and each prospective investor is encouraged to thoroughly review the License Agreement.

The License Agreement requires, among other things, that ACM maintain a bona fide, funded, ongoing and active research, development, manufacturing, marketing and sales program to diligently make, offer for sale and sell Licensed Products so that Licensed Products are currently available to the public as soon as commercially practicable; and, fulfill various Diligence Milestone events identified in the License Agreement. The Diligence Milestones include developing a final design for a pilot facility to exploit the Licensed Product; completion of construction of the pilot facility; developing a final design for a commercial facility to exploit the Licensed Product; identifying feedstock material sources for the Licensed Product; completing construction of the commercial facility; obtaining the first commercial sale of product exploiting the Licensed Product; and obtaining net sales of a minimum of $1,000,000.00. The deadlines for these various Diligence Milestones run from January 1, 2022, through January 1, 2026.

On March 31, 2021, we signed the Sublicense Agreement with ARC that provides us with a nonexclusive sublicense from ARC of certain patents ARC has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using coal byproducts. Pursuant to such agreement, we agreed to raise funds via an initial public offering in order to build a manufacturing facility to produce and market Graphene commercially. The agreement with ARC provides that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business. This profit sharing arrangement is limited to only the operating profits from the Graphene factory using the rights provided by the Sublicense and will not apply to any other activities in which the Company may engage in the future, including the production of Graphene using any other technology. Hence the Company has been researching alternative methods to produce Graphene. The Company also plans to look into acquiring companies that use or can use Graphene as raw material for other applications. As part of the above two agreements, Andrew Weeraratne was replaced by Mark Jensen, the Chief Executive Officer and the Chairman of the Board of ARC, as the Chairman of the Company’s Board of Directors.

As approved at a special shareholders meeting attended by major shareholders on March 19, 2021, we signed an agreement with ARC on March 31, 2021, to issue ARC 10,000,000 shares of Class B common stock (with 10 votes each) plus 5,700,000 shares of Class A common stock (with one vote each) of the Company, comprising 51.14% of total shares giving 87.57% of voting power to ARC, who plans to distribute such shares to ARC’s shareholders as stock dividends after the completion of this offering. At a special shareholders meeting held on April 4, 2021, attended by majority of shareholders, including ARC, the Company voted to eliminate the Class B shares and increase the Class A shares by the number of Class B shares then outstanding, and designate the Class A shares as “Common Shares.”. Further, at a special stockholders meeting held on April 16, 2021 attended by a majority of shareholders, the Company voted to effectuate a one-for-three (1:3) reverse stock split, which became effective as of April 16, 2021. As a consequence of eliminating the Class B shares on April 4, 2021, as of July ---, 2021 ARC holds 5,233,333 Class A common shares, or 49.93% of the Company’s voting stock, and Andrew Weeraratne holds 4,082,389 common shares, or 38.95% of the Company’s voting stock, based on 10,481,341 common shares outstanding.

Business Opportunity

According to Nanografi Nanotechnology AS (“Nanografi”), a producer and supplier of nano and micro particles such as Graphene, Fullerene, Carbon Nanotubes as well as 3D printer materials, discussed herein are additional potential applications of Graphene (Please note Nanografi claims these are only for information purposes, and not to be used as medical or technical advice).2

Graphene in Solar Cells

The idea of developing lighter, flexible and transparent solar cells has been around for a while but finding a material which has all the necessary properties and is able to carry the current posed an issue. Indium Tin Oxide (“ITO”) has been used because it is transparent, however it is not flexible, meaning the cell had to remain stiff.

According to Nanografi, in 2017, researchers from MIT managed to apply Graphene successfully on a solar cell. When they compared the Graphene solar cell with others made of Aluminum and ITO, they saw that it was as good as the ITO cell, but a little worse than Aluminum cell in terms of current densities and power conversion efficiencies. However, it is expected for a transparent cell to perform lower than Aluminum-based cells, which are nontransparent. Although electrical properties were not a breakthrough, a solar cell that can be installed on any kind of surface (cars, clothes, paper, cell phones, etc.) which is flexible and transparent was developed. Moreover, other scientists are trying to determine if Graphene solar cells can generate energy from raindrops, which theoretically appears as if it may be possible.

Graphene in Thermoelectric

The Seebeck effect is defined as the thermoelectric effect occurring when heat is applied to one of the two dissimilar electric conductors (or semiconductors) to move the electrons from the hot part to the cooler part of an electric conductor and produce electricity. However, the energy generated by this method is very small, usually quantified by microvolts. Still, it is believed that it can be used to benefit from the heat generated by the engines, which is practically wasted. Graphene can be used to increase the Seebeck effect created by Strontium Titanate, almost up to 5 times.

Graphene in Fuel Cells

Even hydrogen atoms, known as the smallest atom, cannot pass through Graphene. In other research, Sir Andre Geim and his team have tested whether or not protons would be blocked by Graphene. Surprisingly, it has been shown that protons can pass through Graphene. This property would improve fuel cell performance by lowering the fuel crossover, which is a major problem with fuel cells that decreases durability and efficiency.

Graphene in Drug Delivery

In cancer patients, functionalized Graphene can be used to carry chemotherapy drugs to tumors. Graphene based carriers targeted cancer cells better and reduced and decreased toxicity of the effected healthy cells. However, drug delivery is not limited to cancer treatment. Anti-inflammatory drugs have also been carried by Graphene & chitosan combinations and yielded promising results.

Graphene in Diabetes Monitoring

Scientists from the University of Bath have developed a blood glucose monitoring test which does not pierce the skin, unlike currently finger prick tests. This patch, including a Graphene sensor, is able to work on a small area containing at least one hair follicle. It detects the glucose by pulling it from the fluid present between the cells. This does not only end the painful methods of blood sugar monitoring, but is also expected to increase the accuracy of results.

Graphene in Dialysis

Graphene membranes are not only useful for the energy, nuclear and food industries. A group of researchers from MIT showed that Graphene can be used to filter blood from various types of waste, drugs and chemicals. Graphene’s superiority in this function lies in the fact that it is 20 times thinner than traditional membranes, which leads to significant decrease in the time spent in the dialysis for the patients.

Graphene in Bone and Teeth Implantation

Hydroxyapatite, a form of calcium apatite, is a material used as a synthetic bone substitute for regenerated bone and dental tissues. Graphene, when combined with Hydroxyapatite and Chitosan, has shown increases in the strength, corrosion resistance, flexibility and mechanical & osteogenic properties of synthetic bone substitutes.

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2 See 60 Uses of Graphene—The Ultimate Guide to Graphene (Potential) Applications 2019 (https://nanografi.com/blog/60-uses-of-Graphene/).

Graphene in Body Scans

Unlike X-rays, T-waves can be used for body scanning and are harmless to the human body. However, T-waves, or THZ radiation, are hard to both detect and to generate.3 However, with the help of certain modifications and other materials, CVD Graphene can detect THZ radiation successfully. This has the potential to lead to safer body scans in the future.

Graphene in Waterproof Electronics

One of the main problems with electronic devices is people’s fear of dropping them in water and damaging the device. Instead of covering the device with tight-fitted screws, Graphene presents a solution to this problem. Engineers from Iowa State University have printed circuits for electronic devices with Graphene flakes because Graphene is transparent, strong and conducts electricity. The Graphene flakes are arranged in a specific order and non-conductive binders are used to combine them, which improves their conductivity.

Graphene in Elastic Robots

A team of researchers has developed a gel that is sensitive to near infrared light so that it can be used in numerous applications when creating flexible or elastic robotic parts. The snake-like robots created using this method are able to change form without any external forces. Future applications for such robots can vary from search-and-rescue to medical operations.

Graphene in Food Packaging

Graphene can also be used as a coating material because it prevents the transfer of water and oxygen. Graphene membranes can be used in food and pharmaceutical packaging to keep food and medicines fresh for longer periods of time. This has the potential to dramatically reduce the amount of food waste created each day.

Graphene in Water Purification

Normally, water purification is not a simple process and its feasibility depends on how heavily the water is contaminated. An Australian scientist has found a low-cost technique to purify water in one step. Soybean-based Graphene, which is also called ‘GrapHair’, is used as a filter. This filter can make the dirtiest water drinkable and it is more efficient, cheaper and environmentally friendly as compared to other methods.

Graphene in Desalination

Approximately 97.5% of the total water present on the planet is salinized. Regardless of how many wells are excavated, only 2.5% of the planet’s total water is fresh water. Mesh-based water filters using Graphene have yielded amazing results. The University of Manchester employed Graphene to make a higher density filtering sieve that permits water particles, but not salt, to pass through.

Graphene in Shoes

It is claimed that a sole made of pure Graphene can last hundreds of years. The University of Manchester and sports brand Inov-8 developed a shoe using Graphene which increases the outsoles’ strength and flexibility properties by 50%. These shoes are more durable and absorbs the impacts which could damage the bones and joints.

Graphene in Speakers and Headphones

A speaker converts electricity into sound by vibrating a membrane in the air. Graphene is used to make lightweight and great rigidity membranes. Moreover, headphones use a small diaphragm reinforced with Graphene. GrapheneQ, a headphone developed by the company ORA Sound, is lighter and smaller, and at the same time, can produce louder and higher quality sounds with less energy.

Graphene in Airplanes

Scientists from the United Kingdom have designed an airplane that includes Graphene in the carbon-fiber coating of the aircraft’s wings. The model plane, Prospero, is lighter since it was sufficient to cover the wings with only one layer of the improved composite. Prospero consumes less fuel, resists impact better, and has lower environmental costs as well.

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3 See https://www.cancertherapyadvisor.com/.

Graphene in Radiation Shielding

Scientists have been attempting to minimize radiation since its danger to human health was uncovered. A variety of materials have been used as a shield from radiation, but there are many parameters that impact the efficiency of shielding. Graphene is known as a weak radiation absorber, but scientists have found that it can be a great shielding material when it is used in multi-layered Graphene slab form. Graphene is a promising material for this purpose thanks to its low manufacturing cost, light weight and high efficiency compared to other shielding materials.

Sources of Revenue

We anticipate our source of revenue to be derived from the manufacturing and sale of Graphene.

Capital Requirements

We plan to use part of the proceeds from this offering to pay for the expenses of building a manufacturing plant to make Graphene from coal byproducts, for which we have sublicensed patented technology from ARC. In order to manufacture and market Graphene using the technology we have sublicensed from ARC, we have signed a lease agreement with ARC to lease land and a building ARC owns in Kentucky to build our Graphene manufacturing factory, with such lease payments to be paid after we have received the proceeds from this offering. We estimate that we will require approximately $4,000,000 of capital to build a manufacturing plant to make Graphene, which we anticipate will take 12 months to build. Once we have received the proceeds from this offering, we plan to hire experts in the Graphene industry to help us select, buy and install the necessary equipment to begin the process of producing Graphene from Carbon.

Graphene Production Process

“Hindawi,” an online research portal, explains the two primary production methods of Graphene as follows.4

Top-Down Production Process

Top-down approaches commence with an existing form of the bulk material and process it to create the final product. This approach may be cost efficient, depending on the material used. In general, it is limited to a lab scale and has limited quality control. In this approach, Graphene or altered Graphene sheets are produced by either separation, peeling, cleaving, or exfoliation of graphite or its derivatives (graphite oxide (“GO”) and graphite fluoride (“GF”)). Researchers have been successful in fabricating a few layers of free-standing Graphene sheets on both micro- and nanoscales. However, since this approach involves great investment and produces relatively low yields, the need remains for mass scaled-up processes to address the needs of industries economically. Various mechanical processes have been involved in producing high-quality, defect-free Graphene: mechanical exfoliation of graphite, sonication, functionalization, electrochemical exfoliation, super acid dissolution of graphite, alkylation of Graphene derivatives, chemical reduction of aqueous/organically treated GO, thermal exfoliation, and chemical reduction of GO. A detailed account of synthesis of Graphene by the exfoliation method, functionalization, and reduction along with its utilization in the fabrication of nanocomposites has been extensively reviewed by Potts et al. (2011)5, providing thorough insight into the procedures followed by various authors. Similarly, Daniel et al. (2012)6 reviewed and extensively outlined the synthesis of Graphene from various sources using several similar approaches.

The Bottom-up Production Process

The bottom-up approach consists of standard techniques such as epitaxial growth using metallic substrates by means of CVD (defined below) or organic synthesis, which depend on the choice of precursor chemicals and thermal degradation and decomposition. Several other processes, such as arc discharge, chemical conversion (“CO”) reduction, Carbon nanotubes (“CNT”) unzipping and self-organization of surfactants have also been tried for synthesis of Graphene and its derivatives. Of all these processes, CVD and epitaxial growth, which produce bantam quantities of flawless Graphene sheets with larger size, may in the future be attractive for mass-scale Graphene production, in contrast to mechanical cleaving. Using CVD and epitaxial methods, Graphene sheets find their way into fundamental research with a multitude of applications, ranging from electronics to polymeric nanocomposites. Also, production of large quantities of Graphene sheets is dependent on the chemical precursors used during synthesis. In particular, GO, chemically reduced graphite (“CRG”), and thermally reduced graphite (“TRG”) are ideal candidates for polymer nanocomposite applications. In the bottom-up approach, as discussed earlier, the small molecule chemicals and catalysts are determining factors for the specific control of morphology, crystallinity, and structure of Graphene. There are several accounts of using hydrocarbons as the source of Graphene production and using metal catalysts through the CVD process. Currently, a Nickel surface is considered the best template for deposition of Graphene due to the small variance in its lattice heterogeneity. The control and stability in the Graphene scale are potentially high, which makes CVD the most appealing method for device assembly and fabrication. Nevertheless, this method faces a major challenge in the control of edge structure and topology. Epitaxial growth of Graphene on a substrate is another common technique, in which decomposition results in the formation of Graphene layers. The silicon is desorbed off the surface leaving highly pure defect-free Graphene sheets. This process has several advantages, including (i) there is no transition or transportation of the resulting material from the metal substrate to the dielectric-type substrate; (ii) the resultant Graphene film is free from impurities; and (iii) controlled initiation and growth of the product can be tailored through the correct choice of substrate. Recently, self-assembly processes, such as layer-by-layer assembly (LLB), have been extensively employed to fabricate nanocomposite thin films using Graphene. The resulting composite structure is expected to have well-aligned components. Though the bottom-up approach to Graphene synthesis presents less defects compared to the top-down approach, the operation and procedures are much more difficult and expensive, making it challenging to realize mass production for practical applications. Still, the most commonly chosen route of Graphene synthesis is a bottom-up strategy because it offers incredible possibilities to tailor the atomic size, composition, shape, stability, and edge structure in Graphene. Researchers around the globe are making strong efforts to develop a reliable strategy to produce defect-free, high functional quality and large quantity Graphene using synthetic and processing protocols compatible with standard fabrication procedures at low cost.

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4 See A Comprehensive Review of Graphene Nanocomposites: Research Status and Trends, Vivek Dhand, Kyong Yop Rhee, Hyun Ju Kim, and Dong Ho Jung (December 2013).

5 See Graphene-based Polymer Nanocomposites, J. R. Potts, D. R. Dreyer, C. W. Bielawski, and R. S. Ruoff, Polymer, vol. 52, no. 1, pp. 5–25, 2011.

6 See Experimental Review of Graphene, R. C. Daniel, D. A. Benjamin, G. Nageswara et al., ISRN Condensed Matter Physics, vol. 2012, Article ID 501686, 2012.

Research on Production Methods

According to an article entitled “Mass-Producing Graphene” by Les Johnson and Joseph E. Means published in American Scientist, a bimonthly publication about science, engineering, and technology, it may be easy to isolate little flakes of this one-atom-thick carbon material (Graphene) but it is surprisingly difficult to produce large sheets for commercial use.7

The article further states that Graphene is elegant. It is created from a single element, carbon, formed by just one type of bond. Despite Graphene’s apparent simplicity, isolating the material was elusive for chemists and physicists alike. Graphene excels at hiding in plain sight, and the techniques and instrumentation perfected in the last two decades have played a pivotal role in its discovery. The sole constituent of Graphene is Carbon, which is the fourth most common element in the universe. All materials are made of atoms and molecules, but with Graphene, counting carbon atoms is immaterial since what matters is the way in which constituent carbons are bound to one another. It is with this feature that Graphene is separated from other wholly carbon materials such as diamonds and graphite.

Early methods of manufacturing have been too simplistic and time consuming, making them only good for lab results. One technology being studied is Additive Manufacturing (“AM”), more commonly known as 3D printing. Many early generation AM devices used only plastic to make interesting 3D renditions of various objects, but the technology has grown significantly more capable.

The article notes that researchers at Rutgers University are making sheets of Graphene out of ordinary graphite flakes and some sulfuric or nitric acid. The addition of the acid oxidizes the Graphene sheets that make up the graphite and forcing oxygen atoms between the sheets of Graphene causes them to split apart, forming Graphene oxide sheets suspended in acid and water. Next, the liquid is filtered out, leaving flakes of Graphene oxide to clog up the filter. The sum of all the clogs across the filter eventually makes up a paper-like sheet of Graphene oxide. This paper-like sheet can then be removed from the filter by dissolving the filter away using a solvent that does not react with Graphene oxide. The last step is to remove the oxygen, which is done using hydrazine, leaving only a pure Graphene coating. The resulting material is called reduced Graphene oxide (“RGO”). In this instance, “reduced” refers to a chemical use of the word, where the oxidation state of each Graphene carbon has been decreased through the removal of the oxygen by hydrazine. Hydrazine is a reducing agent, which is oxidized by its reaction with the Graphene oxide.

Methane, a carbon-rich gaseous compound, can be reacted with copper at high temperatures to produce Graphene. Simply heating the copper to about 1,000 degrees Celsius and exposing it to the methane gas results in the formation of layers of Graphene on the copper’s surface from the plentiful carbon atoms in the methane gas, a process called chemical vapor deposition (“CVD”). There are two primary problems with this method: (i) it takes a long time to produce even a small amount of Graphene and (ii) the resulting Graphene is of low quality.

For an alternative production method, Jonathan Coleman of Trinity College, Dublin, and his team put graphite in a blender and added an over-the-counter dishwashing liquid. With only a little more processing required to separate the newly formed Graphene sheets, Coleman and his colleagues found that they could produce several hundred grams per hour using a fairly modest set of mixing equipment in a 10,000-liter vat. However, the article states that it remains unclear whether this method can provide high-quality Graphene.

At the moment, NASA is researching ways to process waste carbon dioxide from astronauts’ breath on the International Space Station into Graphene. This improvement to the life-support system would have a twofold bonus. A waste material such as carbon dioxide otherwise requires sequestration with special chemicals that need to be shipped up with special deliveries from Earth. Accordingly, processing carbon dioxide into Graphene would mean that fewer resupply missions would be necessary.

Proposed Initial Graphene Processing Facility

We plan to lease for $5,000 per month land and a building with approximately 40,000 square feet located at 1845 KY-15, Hazard, KY 41701, owned by Perry County Resources which is an affiliated company of ARC. Following are the features of the location:

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40,000 square foot (3,716 square meter) facility to house the technology, located in Hazard, Kentucky;

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Significant additional developable area for expansion needs;

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Fully connected to industrial power grid and utilities; and

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Located adjacent to an operating coal processing facility, allowing for consistent and abundant feedstock and established infrastructure and resources.

With existing processing and coal fine separation facilities, along with consistent feedstock, this Graphene production facility has all the components required for testing and producing commercial-grade Graphene and REE / critical element concentrate, including (i) an underground mine providing consistent production and feedstock to Graphene production and (ii) a coal preparation plant with fine coal production and a segregated Graphene processing facility. We have entered into an agreement with ARC pursuant to which ARC has agreed to sell us carbon at a 5% discount to the market price.

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7 See https://www.americanscientist.org/article/mass-producing-Graphene.

Intellectual Property

We believe that our intellectual property, consisting primarily of patents and proprietary know-how, for which we have been given a non-exclusive Sublicense, provides us with competitive advantages and is important to our growth opportunities. We have obtained this Sublicense to manufacture Graphene using carbon as raw material from ARC, which holds the License Agreement to such technology through one of its wholly owned subsidiaries, ACM. The patented technology is owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, an independent board member of American Resources Corporation and Chief Technical Officer of Advanced Carbon Materials, a subsidiary of American Resources Corporation. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

Pursuant to ARC’s License Agreement with Ohio University, ARC has the exclusive domestic rights, and the exclusive option on international rights, for the following patents:

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Coal Electrolysis: Hydrogen, Liquid Fuels, and Carbon Nanotubes Production;

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Simultaneous Removal of Ammonia, Urea, and Metals from Water;

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Methods for the Synthesis of Graphene from Coal, Carbon Chars, and Carbon Solid Sources; and

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Roll-to-Roll Transfer of Graphene and Substrate Recovery.

The Sublicense gives us non-exclusive rights to commercially produce Graphene using Carbon and coal byproducts using this patented technology. This patent is to produce Graphene from the byproducts formed during electrolysis of coal. These byproducts may be electrolyzed coal particles, gelatinous film formed on the electrolyzed coal particles, or the electrolyzed coal particles together with the gelatinous film. The electrolyzed coal byproduct is deposited as a thin layer onto a surface, or carrier substrate, which is heated to a temperature effective to form graphite while a reductant gas, such as hydrogen, flows over the heated coal product. The reductant gas flow carries the carbon particles and deposits them onto a surface, forming a layer of Graphene thereon. The premise of this invention is that Graphene can be made inexpensively using coal byproduct. More particularly that char, which is the byproduct of electrolysis of an aqueous coal slurry, can be used to form Graphene.

We rely on patent, trademark, copyright and trade secret laws, as well as appropriate agreements to protect our intellectual property. Among other things, we seek to protect our proprietary know-how and information, by requiring employees, consultants, strategic partners and others who have access to such proprietary information and know-how to enter into confidentiality or restricted use agreements.

Regulatory Matters

Environmental

Our facilities and operations may be subject to a wide variety of federal, state, local and foreign environmental laws and regulations. These laws and regulations relate to air emissions, water discharges and solid and hazardous waste generation, treatment, storage, handling, transportation and disposal; the presence of wastes and other substances; the reporting of, responses to and liability for, releases of hazardous substances into the environment; and the import, production, packaging, labeling and transportation of products that are defined as hazardous or toxic or otherwise believed to have potential to harm the environment or human health. These laws and regulations (and the enforcement thereof) are periodically updated and are becoming increasingly stringent. Our joint venture partner, ARC, has incurred substantial costs in the past and will continue to incur additional costs in the future, to comply with these legal requirements. To our knowledge, ARC is in compliance with all federal and state statutes and regulations at the site that has been leased to us to build our Graphene manufacturing factory.

We believe that we are able to comply in all material respects with the federal, state, local and foreign environmental laws and regulations to which we are subject. Our joint venture partner, ARC, has experienced some level of regulatory scrutiny and, in some cases, has been required to take or are continuing to take corrective or remedial actions and incur related costs, and may experience further regulatory scrutiny, and may be required to take further corrective or remedial actions and incur additional costs, in the future. Although it has not been the case in the past, these costs could have a material adverse effect on us in the future.

International accords, foreign laws and regulations, and U.S. federal, state and local laws and regulations have been enacted to address concerns about the effects that CO2 emissions and other identified Green House Gases ("GHGs") may have on the environment and climate worldwide. These effects are widely referred to as climate change. The international community has taken actions to address climate change issues on a global basis. In particular, in December 2015, the 21st Conference of Parties for the UNFCC concluded with more than 190 countries adopting the Paris Agreement, which then came into force and was legally binding on the parties in November 2016. The Paris Agreement sets a goal of limiting the increase in global average temperature and consists of two elements: a legally binding commitment by each participating country to set an emissions reduction target, referred to as “nationally determined contributions” (“NDCs”), with a review of the NDCs that could lead to updates and enhancements every five years beginning in 2023, and a transparency commitment requiring participating countries to disclose in full their progress.

In the EU, the ETS, which was initially enacted under the provisions of the 1997 Kyoto Protocol, requires certain listed energy-intensive industries to participate in an international “cap and trade” system of GHG emission allowances. A third phase of the EU ETS under Directive 2009/29/EC, covers the period from 2013 to 2020 and instituted a number of program changes. EU Member States brought into force the necessary laws, regulations and administrative provisions to comply with this EU Directive. Carbon and graphite manufacturing is still not a covered industry sector in the revised Annex 1 of directive 2009/29/EC. On November 9, 2017, to implement the EU’s NDC under the Paris Agreement and other GHG commitments, the European Parliament and Council announced a provisional agreement to revise and make more stringent the ETS during the Phase 4 period of 2021 to 2030. Among other changes, the Phase 4 provisions would further accelerate reduction in the current oversupply of allowances in the ETS market and establish further protections against the risks of carbon leakage. After extensive negotiations, the European Parliament and the Council formally supported the revision in February 2018. The revised EU ETS Directive (Directive (EU) 2018/410) entered into force on April 8, 2018. The EU’s current target for 2030 is to achieve a GHG reduction of at least 40% compared to 1990 levels. In addition, in December 2019, the European Commission presented the Communication on The European Green Deal announcing several upcoming legislative proposals for the EU 2050 climate neutrality objective and for increasing the EU 2030 GHG emissions reduction target to at least 50% and towards 55% compared to 1990 levels.

Future Trends

Mazdak Taghioskoui, a member of the Department of Electrical and Computer Engineering at George Washington University, writes that the limits of silicon’s capabilities are being reached. Coincidently, the discovery of Graphene with its unique nano-scale properties is paving the way for possible substitutes to be used in the next generation of faster and smaller electronics in 21st Century.8 As a result of the promising properties of Graphene, research in the field is attracting large grants and sponsors, with an incremental rise in the number of academic papers. Taghioskoui writes that in 2004, the feasibility of isolating a single layer of graphite with a thickness of one-atom, so-called Graphene, was experimentally demonstrated by mechanical exfoliation of graphite, which is considered a breakthrough in the nanotechnology era, bringing the concept of single atomic components closer to reality.

The article notes that Carbon is the sixth element of the periodic table and the first element of the Group 14. Diamond and Graphite are the most famous allotropes of Carbon, which have long histories of many applications due to their hardness and softness, respectively. Carbon can also generate long chains, so-called catenation, resulting in the formation of diverse organic compounds, including biomolecules. The next congener to Carbon in Group 14 is silicon, with the same valance band electronic structure. In contrast to Carbon, silicon does not catenate as readily.

The small size of Carbon and its electronic structure make Carbon an exceptional element capable of producing versatile structures with appealing properties. Having the title of the strongest material ever measured, Graphene is a two-dimensional (one-atom-thick) allotrope of carbon with a planar honeycomb lattice. It is regarded as the basic building-block of carbon nanotubes and large fullerenes. The properties of carbon nanotubes originate from Graphene sheets. Despite the fact that Graphene was discovered somewhat recently, its potential exploitation can be foreseen in many fields, ranging from hydrogen storage devices to batteries. A revolutionary application of Graphene might also be in electronics. Graphene has the potential to enable faster and smaller transistors consuming less energy and dissipating heat faster than comparable silicon-based devices.

Other applications of Graphene, according to Taghioskoui, include fabrication of chemical sensors and transparent conducting films for solar cells and liquid crystal devices. Graphene-based chemical sensors have been applied to detect gaseous molecules, such as nitrogen dioxide and ammonia. They have shown superior sensitivities capable of detecting single molecules. Chemically modified Graphene sheets have been used to fabricate single bacterium biodevices and label-free DNA sensors. The high surface-to-mass ratio of Graphene makes it suitable for ultracapacitors and batteries. Composite materials requiring high strength can be made from Graphene. Graphene also shows great promise in handling terahertz frequency signals. It might be a possible material for filling the “terahertz gap.” This provides a bridge for moving from where silicon is currently at gigahertz to higher frequencies required in photonics.

The article did however cite certain challenges related to the production and commercialization of Graphene as well.

For one, how long will it take to see the first generation of Graphene-based electronics in the market? That is the most fundamental question, which one may ask after learning the promising properties that Graphene offers. Despite the fact that scientific results show superb advantages of Graphene for faster electronics, the technology is still immature. Only preliminary steps have been taken, and there is still a long way to go for possible exploitation of Graphene-based commercial products.

The most essential technological challenge that Graphene faces is the hurdle of controlled production of large sheets. Solving the dilemma of mass-producing high quality Graphene sheets is the main focus in the field. This would be the first step towards commercially available Graphene-based electronic devices. Several approaches have been utilized to produce Graphene sheets, but still there remains the question of robustness and reproducibility of the methods. Considering the current infrastructure of the semiconductor industry, electronics technology is very dependent on silicon. Any approach should be able to adapt itself to the current silicon-based technology.

Patentability of the discoveries in Graphene research is another core issue. Many patents are being filed to address the novel methods in production and novel approaches for applications. The “obviousness” of structural similarity between Carbon nanotubes and Graphene is of immense concern, since Carbon nanotubes might be considered as “prior art” against Graphene in the patent application. Almost all of the candidate materials for the post-silicon era have failed. Graphene still remains at the stage of uncertainty, so more research is required to determine if Graphene might be a substitute for silicon.

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8 See Trends in Graphene Research, Mazdak Taghioskoui, Science Direct (December 2009) (https://www.sciencedirect.com/science/article/pii/S1369702109702743).

Operating Strategy

We plan to use the funds we receive from this offering to build a manufacturing plant to begin the commercial production of Graphene from coal byproducts using the patented technology that we have sublicensed form ARC. We hope to sell Graphene to major manufacturers, as well as acquire synergistic manufacturing businesses that would benefit from our production of Graphene.

Marketing Strategy

According to Grand View Research, an India & U.S. based market research and consulting company,9 the global Graphene market size is anticipated to reach $1.08 billion by 2027, exhibiting a revenue based CAGR of 38.7% over the forecast period. Rise in awareness regarding the superior characteristics of Graphene, such as excellent electrical conductivity and heat resistance, is expected to aid the growth.

We are focused on producing the raw product while building sales channels through our relationships in the battery and water filtration market. Upon commercialization, we will further refine our sales channels to produce specific outputs based on customer demand. ARC has had numerous discussions within its sales channel focusing on current collaboration partners for commercial uses in the future, however, there is no assurance that any such collaborations will come to fruition.

Competition

According to the research we have performed, there are no public companies that are focused solely on producing Graphene. This may be due to the novelty of Graphene in the commercial market, especially in commercial production. There are a few private companies that claim to produce and sell Graphene, but we did not come across sufficient information to establish their production capacity or potential. It is possible such private companies may become our competitors. There are also major global innovators and producers in the Carbon and Coke industry such as Phillips, Seadrift, Petrocokes Japan and JX Nippon who may set up their own divisions to make Graphene in the near future or may already have formed such divisions. In addition, companies in China and India that dominate Graphite production market may begin their own Graphene divisions.

According to one article,10 companies such as IBM (NYSE:IBM), Samsung and Nokia (NYSE:NOK) are rushing to tap the incredible properties of Graphene. In 2011, IBM was the first company to use the material to create Graphene-based integrated circuits, having created in 2010 a Graphene processor that could execute 100 billion cycles per second (100GHz). Intel and Samsung are now looking into Graphene-based processors, while Nokia is part of a consortium of 74 companies that received a grant of $1.35 billion from the European Union to determine how to use Graphene to "improve the world." This consortium is experimenting in electronics and mobile communications. The Motely Fool adds that perhaps a better route to understand Graphene is to look at producers of graphite, as that is the material from which Graphene is made. Unfortunately, most of the mineral is produced in China. It produces some 800,000 metric tonnes annually, with the next closest producer being India at 130,000 metric tonnes. Graphite is not mined in the United States.

According to the article, GrafTech International (NYSE:GTI.DL) is the leading producer of graphite electrodes and was one of the top 20 Graphene patent holders at one time, ahead of such giants as General Electric Company (NYSE:GE) and Bayer. According to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2020, filed with the SEC on March 6, 2020, GrafTech International notes that it “is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals. We believe that we have the most competitive portfolio of low-cost ultra-high power (“UHP”) graphite electrode manufacturing facilities in the industry, including three of the highest capacity facilities in the world. We are the only large scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, a key raw material for graphite electrode manufacturing.”

It is possible that the above enterprises have more resources than we do and thus make it hard for us to compete with them.

Employees

As of September 30, 2021, we have one full-time employee and three part-time employees. We plan to hire additional full-time employees upon the completion of this offering.

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9 See Graphene Market Size Worth $1.08 Billion By 2027 | CAGR: 38.7% (March 2020) (https://www.grandviewresearch.com/press-release/global-Graphene-market).

10 See Harnessing the Superpowers of Graphene, Rich Duprey, The Motley Fool (April 7, 2013) (https://www.fool.com/investing/general/2013/04/07/Graphene-the-miracle-substance.aspx).

DESCRIPTION OF PROPERTY

Our Offices

Our offices are located at 561 NE 79th Street, Suite 325, Miami, FL 33138 and our telephone number is 786-473-6233.

LEGAL PROCEEDINGS

We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self- regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect

WHERE COMMON STOCK IS BEING OFFERED AND MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Exchange Listing

There is presently no public market for our shares of common stock or warrants. It is currently estimated that the combined initial public offering price per Unit will be between $4.00 and $5.00 We have applied to list our common stock and warrants on the Exchange under the symbol “NOVS” and “NOVSW,” respectively.

Holders

As of September 30, 2021, the Company had 48 shareholders of its common stock.

Dividends

We have never paid cash dividends on our Common Stock. Payment of dividends will be within the sole discretion of our board of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. In addition, under Florida law, we may declare and pay dividends on our common stock either out of our surplus, as defined in the relevant Florida statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Florida statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

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

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

~~Overview~~Business

The Company, sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "Novusterra Inc.” was incorporated on September 21, 2020, in the State of Florida. Our fiscal year-end date is December 31. Our address is ~~561~~12115 ~~NE 79th Street~~Visionary Way, Suite ~~325~~174, ~~Miami~~Fishers, FLIN ~~33138~~46038, our telephone number to ~~786~~ (317) 537-~~473-6233~~0270 and our website is www.novusterrainc.com. However, you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

~~We began~~Novusterra ~~with~~Inc. will specialize in the ~~objective~~development toand ~~build~~production aof ~~Rare~~carbon ~~Earth~~nanostructures, ~~Elements~~ carbon nanotubes and graphene (collectively defined herein as “~~REE~~Graphene”). ~~Processing~~In ~~Facility~~addition, Novusterra Inc. will license our acquired patented technology and production techniques to ~~process~~other ~~REE~~companies ~~for commercial~~in ~~use.~~order ~~However~~to produce Graphene. Currently, asthe ~~approved~~Company byis adeveloping ~~Board~~application ofspecific ~~Directors meeting~~graphene ~~held~~products onfrom ~~March~~carbon-based ~~19,~~waste ~~2021,~~streams. weOur ~~changed~~patented ~~our~~technologies ~~objective~~were designed to ~~developing~~ ~~Graphene~~make ~~since~~use weof ~~discovered~~an ~~research~~abundant ~~illustrating~~and ~~that Graphene,~~low-cost ~~similar~~feedstock toof carbon-based waste in an ~~REE,~~environmentally isfriendly aprocess. ~~versatile~~We ~~commodity~~are targeting developing graphene products that ~~could~~will be ~~helpful~~ used in ~~solving~~water ~~major~~filtration, ~~global~~electronic ~~problems~~devices, ~~with~~energy ~~the~~storage, ~~potential~~agriculture ~~for attractive~~fertilizer ~~earnings~~recycling and sustainable infrastructure such as concrete and asphalt.

~~Our decision~~The toCompany ~~begin~~began researching the ~~process~~ability ofto ~~producing~~produce Graphene ~~was made easier~~ due to the relationship the Company’s management team ~~has~~ had with American Resources Corporation (NASDAQ: AREC) (“ARC”) as a result of prior business activities. ARC, through its wholly- owned subsidiary, Advanced Carbon Material LLC (“ACM”), signed ~~the~~an ~~License~~exclusive ~~Agreement~~license agreement with Ohio University (the “License Agreement”) to manufacture Graphene using carbon and carbon byproducts as a raw material using the patented technology owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, and an independent board member of ARC and Chief Technical Officer of ACM. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

On March 31, 2021, we ~~signed~~entered ~~the~~into ~~Sublicense~~a Graphene Development Agreement with ARC that ~~provides~~provided us with a nonexclusive sublicense from ARC of(the “Sublicense”). The nonexclusive sublicense is for certain patents ARC currently has ~~sublicensed~~ licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using ~~coal~~carbon and carbon byproducts as a raw material. Pursuant to such agreement, we agreed to raise funds via an initial public offering in order to develop and build a manufacturing facility to produce and market Graphene commercially. The agreement ~~with ARC~~ also ~~provides~~provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business. This profit sharing arrangement is limited to only the operating profits from the Graphene factory using the rights provided by the Sublicense and will not apply to any other activities in which the Company may engage in the future, including the production of Graphene using any other technologyactivity. Hence the Company has been researching alternative methods to produce Graphene. The Company also plans to look into acquiring companies that use or can use Graphene as raw material for other applications. As part of the above two agreements, Andrew Weeraratne was replaced by Mark Jensen, the Chief Executive Officer (CEO) and the Chairman of the Board of ARC, as the Chairman of the Company’s Board of Directors.

~~As approved~~On ~~at a special shareholders meeting attended by major shareholders on~~ March 1924, ~~2021~~2022, weARC signed an ~~agreement~~exclusive sublicense with ~~ARC~~Kenai ~~on March~~Defense 31Company, ~~2021,~~LLC ~~to issue ARC 10,000,000 shares of Class B common stock~~ (~~with 10 votes each~~“Kenai”) ~~plus~~for ~~5,700,000~~the ~~shares~~defense ofand ~~Class~~space Aindustries ~~common stock~~within ~~(with~~the ~~one~~United ~~vote~~States ~~each~~(“DOD”) ofand ~~the~~within ~~Company,~~any ~~comprising~~respective ~~51.14%~~defense ~~of total~~and ~~shares~~space ~~giving~~industries ~~87.57%~~ of ~~voting~~any ~~power~~allied tocountry ~~ARC, who plans~~ to ~~distribute~~ ~~such shares to ARC’s shareholders as stock dividends after~~ the ~~completion~~United ~~of this offering~~States. AtAs aconsideration ~~special shareholders~~for ~~meeting~~the ~~held~~sublicense onwith ~~April 4~~Kenai, ~~2021, attended by majority of shareholders, including~~ ARC, ~~the~~or ~~Company~~its ~~voted~~assignees towill ~~eliminate~~receive ~~the Class~~a Btwo ~~shares~~percent ~~and~~(2%) ~~increase~~royalty ~~the~~on ~~Class~~all Asales ~~shares by the number~~ of ~~Class~~ Blicensed ~~shares~~products ~~then~~by ~~outstanding~~Kenai, ~~and~~or ~~designate~~any ~~the~~affiliate ~~Class~~or Alicensee ~~shares as~~of ~~“Common Shares~~Kenai.”. ~~Further~~In addition, atKenai ashall ~~special~~pay ~~stockholders meeting~~ARC ~~held~~or onits ~~April~~assignees ~~16,~~an ~~2021~~annual ~~attended~~payment byequal ~~a majority of shareholders, the Company voted~~ to ~~effectuate~~twenty apercent ~~one-for-three~~ (~~1:3~~20%) ~~reverse~~ ~~stock split, which became effective as~~ of ~~April 16, 2021. As a consequence of eliminating~~ the ~~Class~~profits ~~B shares on April 4, 2021, as~~ of ~~September~~licensed 30products ~~2021~~by ~~ARC holds 5~~Kenai,~~233,333 Class~~ Aor ~~common~~any ~~shares,~~affiliate or ~~49.93%~~licensee of ~~the Company’s voting stock~~Kenai, ~~and~~for ~~Andrew Weeraratne holds 4,082,389 common shares, or 38.95% of~~ the ~~Company’s~~preceding ~~voting~~fiscal ~~stock, based on 10,481,341 common shares outstanding~~year.

~~In order~~On August 30, 2022, we entered into a purchase agreement for the exclusive rights of the patents which ARC currently has licensed from Ohio University pursuant to ~~manufacture~~the ~~and~~License ~~market~~Agreement relating to the manufacture of Graphene using carbon and carbon byproducts other than the ~~technology~~license ~~we have~~to ~~sublicensed~~Kenai ~~from~~Defense Company, LLC (referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC 4,000,000 wecommon ~~have~~shares ~~signed~~of the Company with an estimated valuation of $1,784,000 in stock of Novusterra Inc., or a ~~lease~~value ~~agreement~~of ~~with ARC~~$.446 toper ~~lease~~share. The ~~land~~valuation ~~and~~of the stock is based on a ~~building~~409a ~~ARC~~valuation ~~owns~~completed inby ~~Kentucky~~an toindependent ~~build~~third ~~our Graphene~~party, ~~manufacturing~~Doty ~~factory~~Scott Enterprises, ~~with~~Inc. ~~such~~As ~~lease~~part ~~payments~~of the acquisition of the Exclusive Rights to bethe ~~paid after~~patents, weAndrew ~~have~~Weeraratne ~~received~~resigned as director and CEO of the ~~proceeds~~Company ~~from~~and ~~this~~Gregory ~~offering~~Jensen joined the company as CEO and Director. Mark ~~Once~~Jensen ~~we have~~resigned ~~received~~as Chairman of the ~~proceeds~~Board ~~from~~of ~~this~~Directors ~~offering~~and Mark LaVerghetta joined the company as Chairman of the Board of Directors. Pursuant to the acquisition, weNovusterra ~~plan~~is no longer obligated to ~~hire experts~~pay inARC fifty percent (50%) of the operating profits from our Graphene ~~industry~~manufacturing toand ~~help~~marketing usbusiness ~~select~~to ARC. In addition, ~~buy~~ARC ~~and~~has ~~install~~ assigned the ~~necessary~~exclusive ~~equipment~~sublicense toagreement ~~begin~~rights for the ~~process~~defense ofand ~~making~~space ~~Graphene from~~industries ~~carbon~~with Kenai to Novusterra.

Table of Contents

We have listed detailed uses of Graphene along with our marketing and commercialization strategy elsewhere in this registration statement. However, to briefly outline, Graphene can be used for a wide variety of applications such as water filtration, electronic devices, energy storage, agriculture fertilizer recycling and sustainable infrastructure such as concrete and asphalt.

Plan of Operation

We are leasing for $5,~~000~~151 per month land and athe ~~building~~right ~~with~~to ~~approximately 40,000~~use ~~square~~various ~~feet~~buildings ~~located~~in atproximity ~~1845~~to ~~KY-15,~~carbon ~~Hazard, Kentucky 41701, owned by Perry County Resources, an affiliate of ARC~~feedstock. We plan to accrue the rental expenses to be paid only after we receive the proceeds from this offering. ~~Following are features of the location:~~

●Based on our plans and analysis it will take 12 months for us to design and commence construction on a facility to manufacture Graphene for commercial use and to begin producing Graphene from Carbon using the patented technology that we sublicense from ARC. We estimate that it will take an additional 12 months to sell Graphene commercially or license our advanced patented technology.

40,000 square foot (3,716 square meter) facility to house the technology, located in Hazard, Kentucky;

●

Significant additional developable area for expansion needs;

●

Fully connected to industrial power grid and utilities; and

●

Located adjacent to an operating coal processing facility, allowing for consistent and abundant feedstock and established infrastructure and resources.

We have been informed that it will take 12 months for us to build a factory ready to produce Graphene for commercial use and to begin producing Graphene from Carbon using the patented technology that we sublicense from ARC. We estimate that it will take an additional 12 months to sell Graphene commercially.

In addition to preparing to make Graphene using this technology and building the factory in Kentucky, the Company’s management team has been engaged in discussions with others in the industry who claim to make Graphene from other sources. Once we receive the proceeds from this offering, we plan to look further into alternative methods of making Graphene.

We expect that our plan of operation, once we have received the funds from this offering, will be as follows:

Hire experts in the Graphene industry to visit our warehouse in Kentucky and help us formulate a budget to acquire equipment and budget the working capital needed to operate such equipment.

Locate companies making such equipment and negotiate to acquire and install the needed equipment.

Acquire the raw material needed to make Graphene from ARC and other sources and begin the production process.

Continue to look for other companies who make Graphene through alternative methods and, if needed, enter into joint ventures with or acquire such companies.

Explore expanding our operation to other applications using Graphene through joint ventures or acquisitions.

Liquidity and Capital Resources

Since what we currently have is aan ~~Sublicense~~Exclusive Rights to make Graphene using carbon and carbon byproducts, using patented technology licensed by ARC, it is difficult to accurately estimate the cost to build the Graphene production factory, since that will require us to hire ~~experts~~industry inengineers ~~the industry~~ who will assist us in building the Graphene factory and locating and installing the necessary equipment. Once we have received ~~the proceeds~~additional funds from ~~this~~additional ~~offering~~debt financing, we will ~~begin~~use the proceeds to hire such experts. ~~ARC’s~~ preliminary discussions with the University of Ohio suggest that we will require approximately $4,000,000 to build a Graphene manufacturing plant. ARC has estimated the working capital needs to be $310,000 per month to begin building our Graphene manufacturing plant. Meanwhile, we also plan to explore producing Graphene through alternative methods.

After we have the proceeds from ~~this~~the ~~offering~~additional debt financing, we estimate our administration fee to be approximately $~~30,000 per month. We plan to hire additional staff, including industry experts, and also to seek out other sources of producing Graphene. We estimate such additional cost to be about $~~50,000 per month.

As of September 30, ~~2021~~2023, we have $~~236~~39,~~545~~210 in cash and cash equivalents. We are currently in the process of obtaining additional debt financing of $500,000 to $5,000,000 from outside private equity partners which we expect will be sufficient to carry on our operations of ~~preparing~~designing toour ~~build~~technology ~~our~~for ~~factory~~commercial production. We do not anticipate receiving any revenue from Graphene production sales for at least 24 months but do anticipate receiving consulting or licensing revenues. ~~However~~For consulting, currently we ~~believe~~are the ~~proceeds~~subcontractor weon ~~plan~~one toDOD ~~raise from~~contract, ~~this~~in ~~offering~~which ~~will~~Kenai beis ~~sufficient~~the tomain ~~build~~contractor aon ~~factory~~the ~~and~~DOD ~~begin producing~~contract. ~~revenue~~This ~~from~~contract ~~the~~spans ~~sale~~over ofa ~~Graphene~~two-year period.

~~In addition~~The DOD contract was signed August 23, if2022, weand ~~find~~involves aworking ~~potentially~~with ~~synergistic~~the ~~business~~United ~~that~~States ~~has positive~~(US) ~~operating~~Air ~~cash~~Force ~~flow~~to further develop and commercialize one of our patented technologies to produce Graphene products to reinforce concrete and asphalt in US Government air strips. This contract will generate minimal consulting revenue of $27,000 weto ~~plan~~the Company but will provide approximately $6.5 million of DOD funds to ~~explore~~help ~~acquisitions~~further develop our patented technology. This contract was initially signed by American Resources Corporation prior to the Company acquiring the Exclusive Rights to the patented technology obtained on August 30, 2022. As part of ~~such~~ ~~businesses~~the patented technology purchase on August 30, 2022, there was an Amendment to the original purchase agreement to clarify the Air Force contract. The amendment clarified that the Air Force contract was transferred from American Resources Corporation to the Company. Per the amendment, American Resources Corporation will receive 10% of all revenue from this contract and the Company will receive 90% of all revenue. See the exhibits for the First Amendment to the Agreement dated August 30th, 2022, between Novusterra Inc. and American Resources Corporation.

Currently, we have no written or oral communication from stockholders, directors or any officers to provide us any forms of cash advances, loans or sources of liquidity to meet our working capital needs or long-term or short-term financial needs.

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Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this prospectus.

Recent Accounting Pronouncements

We have determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.

~~DIRECTORS~~Intellectual ~~AND EXECUTIVE OFFICERS~~Property

~~The following~~We ~~individuals~~believe ~~serve~~that as our ~~executive~~intellectual ~~officers~~property, ~~and~~consisting ~~members~~ primarily of patents and proprietary know-how, for which we have acquired the Exclusive Rights, provides us with competitive advantages and is important to our growth opportunities. We have acquired this Exclusive Rights to manufacture Graphene using carbon as raw material from ARC, which holds the License Agreement to such technology through one of its wholly owned subsidiaries, ACM. The patented technology is owned by Ohio University. The suite of patents was originally developed by Dr. Gerardine Botte, the current Whitacre Department Chair in Chemical Engineering at Texas Tech University, an independent board member of ~~directors:~~American Resources Corporation and Chief Technical Officer of Novusterra Inc. Dr. Botte developed and patented these technologies when she served as Ohio University's Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering.

~~Mark C.~~Pursuant ~~Jensen~~to ARC’s License Agreement with Ohio University, ~~age~~ARC 41has the exclusive domestic rights, ~~Chairman~~and ofthe ~~Board~~exclusive option on international rights, for the following patents:

~~Mark~~· ~~Jensen~~Methods ~~has~~for ~~been our Chairman of~~ the ~~board~~Synthesis of ~~directors~~Graphene ~~since March~~from 28Coal, ~~2021.~~Carbon ~~In 2015~~Chars, ~~Mr. Jensen founded Quest Energy, Inc. (“Quest”) to operate coal mines~~ and ~~process metalogical~~ Carbon toSolid ~~provide~~Sources; as raw materials to make steel for various infrastructure projects. In January 2017, Quest undertook a reverse merger with NGFC Equities Inc. (“NGFC”), pursuant to which Quest’s shareholders received the majority of NGFC’s equity. NGFC’s name was subsequently changed to American Resources Corporation, with Mr. Jensen taking over the role of Chief Executive Officer and ~~the~~· Chairman of the Board. He has been instrumental in all aspects of acquiring, restructuring and building mining operations over the past decade. Having managed through 2009 and 2015 downturns, he has been able Roll-to-Roll ~~work~~Transfer ~~with his team to significantly expand ARC’s asset base through strategic acquisitions and organic growth in a very accretive manner. Mr. Jensen also is the Chairman and Chief Executive Officer~~ of ~~American~~Graphene ~~Acquisition Opportunity Inc., (Nasdaq: AMAO), a blank check company formed in January 2021 for the purpose of acquiring, engaging in a share exchange, share reconstruction~~ and ~~amalgamation with,~~Substrate ~~purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities~~Recovery. Mr. Jensen is also the founder and Executive Chairman of Land Betterment Corp., a Benefit Corporation incorporated on February 13, 2020, focused on fostering a positive impact through upcycling former coal mining sites to create sustainable community development and job creation. Mr. Jensen is a graduate from Kelley School of Business at Indiana University with Bachelor degrees in Finance and International Studies.

IThe acquired Sublicense gives us the Exclusive Rights to commercially produce Graphene using Carbon and coal byproducts using this patented technology. ~~Andrew~~This ~~Weeraratne~~patent is to produce Graphene from the byproducts formed during electrolysis of coal. These byproducts may be electrolyzed coal particles, ~~age~~gelatinous 71film formed on the electrolyzed coal particles, ~~Chief~~or ~~Executive~~the ~~Officer~~electrolyzed coal particles together with the gelatinous film. The electrolyzed coal byproduct is deposited as a thin layer onto a surface, ~~Director~~ or carrier substrate, which is heated to a temperature effective to form graphite while a reductant gas, such as hydrogen, flows over the heated coal product. The reductant gas flow carries the carbon particles and deposits them onto a surface, forming a layer of Graphene thereon. The premise of this invention is that Graphene can be made inexpensively using coal byproduct. More particularly that char, which is the byproduct of electrolysis of an aqueous coal slurry, can be used to form Graphene.

I.We ~~Andrew~~rely ~~Weeraratne~~on ~~has served as our Chief Executive Officer and member of our board of directors since inception. Andrew has been an entrepreneur in many parts of the world~~patent, ~~including Asia~~trademark, ~~the Middle~~copyright ~~East, Europe~~ and ~~the~~trade ~~U.S.,~~secret ~~in a variety of industries. From April 2019 to August 2020~~laws, ~~Andrew~~as ~~was~~well ~~the~~as ~~Chief~~appropriate ~~Executive~~agreements ~~Officer and Chief Financial Officer for Acqusalut Inc., that filed a Regulation A offering~~ to ~~raise~~protect ~~funds~~our ~~from~~intellectual ~~the public to produce live entertainment shows~~property. ~~Due~~Among toother ~~COVID-19~~things, ~~the~~we ~~business~~seek ~~plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed its name~~ to ~~XEME~~protect ~~Biopharma~~our ~~Holdings~~proprietary Inc. In August 2018, Mr. Weeraratne founded Mfusion Corp. also to produce live entertainment shows, focusing on raising funds via selling a Digital Coin of Mfusion, which is convertible into shares of Mfusion Corp. In August of 2020, Mfusion Corp. was sold to two entrepreneurs who are in the process of beginning a CBDknow-~~Coffee~~how ~~business using the Mfusion corporate structure. Currently, Mr. Weeraratne works as a consultant for Mfusion Corp. He founded Capax Inc. in February 2017~~ and ~~worked as its Chief Executive Officer from February 2017 to May 2018~~information, ~~during~~by ~~which~~requiring ~~time he filed a prospectus with the SEC to take Capax Inc. public. In May 2018~~employees, ~~Capax Inc. merged with Reborn Global Holdings Inc.~~consultants, astrategic ~~business~~partners ~~in the wholesale~~ and ~~retail~~others ~~coffee sales~~who ~~industry,~~have inaccess ~~a reverse merger and changed its name~~ to ~~Reborn Coffee~~such ~~Inc.~~proprietary ~~From~~information ~~October 2013 to January 2017, Mr. Weeraratne served as the Chief Executive Officer~~ and Chief Financial Officer for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” NGFC was reverse merged with ARC. Mr. Weeraratne has been a Florida licensed Certified Public Accountant since 1981. He is also an author, and wrote a book entitled Uncommon Commonsense Steps to Super Wealth, where he illustrates know-how ~~some people beginning with very little ended up in the list of richest people by focusing on only one out of four ways~~ to ~~make~~enter ~~their~~into ~~wealth.~~confidentiality ~~Mr.~~or ~~Weeraratne~~restricted ~~devotes~~use ~~approximately 90% of his time to our business and affairs~~agreements.

3318 Table of Contents

~~Byron~~Regulatory ~~Eugene Price, age 58, member of the Board of Directors~~

Dr. Byron Price joined the Company as a director on April 15, 2021. He is currently a professor at the Department of Public Administration at Medgar Evers College of the City University of New York (CUNY), where he has been teaching since 2012. Dr. Price has had an impressive career both in business and in public administration both in the U.S. and internationally that he pursues to this day. He has lectured on public and private partnerships in 45 countries. Before beginning his academic career, Dr. Price served in the United States Army as Deputy Commander, Executive Officer, and Training Officer at Fort Sill during Operating Desert Storm. He honorably separated in 1991 and achieved the rank of Captain. His research focuses on social impact investment with particular emphasis on long-term investment in strategic sectors of the economy that create economic prosperity and social wealth. He is a published and respected author in the area of public-private partnerships.Environmental

~~Since 2019~~Our facilities and operations may be subject to a wide variety of federal, hestate, ~~has~~local ~~conducted~~and ~~business~~foreign ~~development~~environmental ~~activities~~laws ~~for~~and ~~various companies~~regulations. ~~looking~~These laws and regulations relate to ~~engage~~air ~~governments~~emissions, water discharges and ~~organizations~~solid ~~that~~and ~~use ammonia~~hazardous waste generation, ~~fuel~~treatment, ~~cells~~storage, ~~hydrogen~~handling, transportation and ~~hydrogen~~disposal; ~~combustion~~the ~~technology. Corollary~~presence ~~activities~~of ~~included~~wastes ~~driving~~and ~~growth~~other ~~organically~~substances; the reporting of, responses to and ~~through~~ liability for, releases of hazardous substances into the ~~strategic~~environment; ~~acquisition~~and the import, production, packaging, labeling and transportation of ~~utility-scale~~products ~~renewable~~that ~~energy assets~~are defined as hazardous or toxic or otherwise believed to have potential to harm the environment or human health. These laws and regulations (and the enforcement thereof) are periodically updated and are becoming increasingly stringent. Our Lessor, ARC, has incurred substantial costs in the ~~United~~past ~~States~~and will continue to incur additional costs in the future, to comply with these legal requirements. To our knowledge, ARC is in compliance with all federal and ~~abroad~~state ~~over~~statutes and regulations at the ~~next~~site ~~five years~~that has been leased to us to build our Graphene manufacturing factory and further our patented technology acquired.

~~Eugene~~We ~~Nichols~~believe that we are able to comply in all material respects with the federal, ~~age~~state, 74local and foreign environmental laws and regulations to which we are subject. Our Lessor, ~~member~~ARC, ofhas ~~the~~experienced ~~Board~~some level of ~~Directors~~regulatory scrutiny and, ~~Secretary~~ in some cases, ~~Treasurer~~has been required to take or are continuing to take corrective or remedial actions and incur related costs, and may experience further regulatory scrutiny, and may be required to take further corrective or remedial actions and incur additional costs, in the future. Although it has not been the case in the past, these costs could have a material adverse effect on us in the future.

~~Eugene~~International ~~Nichols~~accords, ~~has~~foreign ~~served~~laws asand aregulations, ~~director~~and ~~of our Company since inception~~U. MrS. ~~Nichols has 27 years of sales~~federal, ~~management,~~state and ~~marketing~~ ~~experience~~local ~~with~~laws ~~Abbot~~and ~~Laboratories~~regulations ~~(NYSE:ABT).~~have ~~From~~been ~~April 2019~~enacted to ~~August~~address ~~2020,~~concerns ~~Mr.~~about ~~Nichols~~the ~~was~~effects ~~a Director for Acqusalut Inc.,~~ that ~~filed~~CO2 aemissions ~~Regulation~~and Aother ~~offering~~identified toGreen ~~raise~~House ~~funds~~Gases ~~from~~("GHGs") ~~the~~may ~~public to~~have ~~produce~~on ~~live entertainment shows. Due to COVID-19,~~ the ~~business plan~~environment ~~could~~and ~~not~~climate ~~be executed~~worldwide. ~~Thus,~~These ineffects ~~August~~are ~~2020,~~widely ~~Acqusalut~~referred ~~Inc., merged with a biotech company called XEME Biopharma Inc., and changed its name~~ to ~~XEME Biopharma Holdings Inc. In August 2018 he joined~~ as aclimate ~~Director for Mfusion Corp~~change. ~~that~~The ~~was~~international ~~also~~community ~~set~~has uptaken actions to ~~produce~~ ~~live~~address ~~entertainment~~climate ~~shows,~~change ~~focusing~~issues on ~~raising funds via selling~~ a ~~Digital~~global ~~Coin of Mfusion, which is convertible into shares of Mfusion Corp~~basis. In ~~August of 2020~~particular, ~~Mfusion~~in ~~Corp.~~December ~~was~~2015, ~~sold~~the to21st ~~two entrepreneurs~~Conference ~~who~~of ~~are~~Parties infor the ~~process~~UNFCC ofconcluded ~~beginning~~with amore ~~CBD-Coffee business.~~than He190 ~~was~~countries ~~also~~adopting athe ~~Director~~Paris ~~for Capax Inc. from February 2017 to May 2018~~Agreement, ~~during~~ which ~~time~~then ~~Capax~~came ~~filed~~into aforce ~~prospectus~~and ~~with~~was ~~the SEC~~legally tobinding ~~take~~on ~~Capax~~the ~~Inc.~~parties ~~public.~~in InNovember ~~May 2018, Capax Inc~~2016. ~~merged~~The ~~with Reborn~~Paris ~~Global~~Agreement ~~Holdings~~sets ~~Inc.,~~ a ~~business~~goal inof limiting the ~~wholesale~~increase ~~and retail coffee industry,~~ in aglobal ~~reverse~~average ~~merger~~temperature and ~~changed~~consists ~~its name to Reborn Coffee Inc as part~~ of ~~that~~two ~~merger~~elements: ~~with~~a ~~Reborn~~legally ~~Global~~binding ~~Holdings~~commitment ~~Inc., management~~by ~~taking~~each ~~over~~participating ~~the~~country ~~management~~to ofset ~~Reborn~~an ~~Coffee~~emissions ~~Inc.~~reduction ~~From October~~target, ~~2013~~referred to ~~January~~as ~~2017,~~“nationally ~~Mr.~~determined ~~Nichols~~contributions” ~~served~~(“NDCs”), aswith ~~the President and~~ a ~~member~~review of the ~~Board~~NDCs ofthat ~~Directors~~could ~~for~~lead ~~NGFC~~to ~~Equities~~updates ~~Inc. (“NGFC”)~~and aenhancements ~~public~~every ~~company~~five ~~that~~years ~~was~~beginning ~~listed~~in on2023, ~~the~~and ~~OTCQB under~~a ~~the~~transparency ~~ticker~~commitment ~~“NGFF.”~~requiring Inparticipating ~~January~~countries ~~2017,~~to ~~NGFC~~disclose ~~was reverse~~in ~~merged~~full ~~with~~their ~~ARC~~progress.

~~Goran~~In ~~Antic~~the EU, ~~age~~the 47ETS, which was initially enacted under the provisions of the 1997 Kyoto Protocol, requires certain listed energy-intensive industries to participate in an international “cap and trade” system of GHG emission allowances. A third phase of the EU ETS under Directive 2009/29/EC, covers the period from 2013 to 2020 and instituted a number of program changes. EU Member States brought into force the necessary laws, regulations and administrative provisions to comply with this EU Directive. Carbon and graphite manufacturing is still not a covered industry sector in the revised Annex 1 of directive 2009/29/EC. On November 9, 2017, to implement the ~~Board~~EU’s NDC under the Paris Agreement and other GHG commitments, the European Parliament and Council announced a provisional agreement to revise and make more stringent the ETS during the Phase 4 period of ~~Directors~~2021 to 2030. Among other changes, the Phase 4 provisions would further accelerate reduction in the current oversupply of allowances in the ETS market and establish further protections against the risks of carbon leakage. After extensive negotiations, the European Parliament and the Council formally supported the revision in February 2018. The revised EU ETS Directive (Directive (EU) 2018/410) entered into force on April 8, 2018. The EU’s current target for 2030 is to achieve a GHG reduction of at least 40% compared to 1990 levels. In addition, in December 2019, the European Commission presented the Communication on The European Green Deal announcing several upcoming legislative proposals for the EU 2050 climate neutrality objective and for increasing the EU 2030 GHG emissions reduction target to at least 50% and towards 55% compared to 1990 levels.

Environmental

We believe federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning land use and environmental factors may in the future.

Legal Proceedings

In the future, the Company may be subject to various legal proceedings from time to time as part of its business. We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. As of December 31, 2023, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self- regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect.

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MANAGEMENT

The following table sets forth information for our executive officers, key employees and directors as of December 31, 2023.

Name	Age	Position
*Executive Officers*
Gregory Jensen	45	Chief Executive Officer and Director
Joshua Brumbaugh	45	Chief Financial Officer
Gerardine Botte	52	Chief Technical Officer

*Non-Employee, Independent Directors*
Mark LaVerghetta	50	Chairman of the Board of Directors and Independent Director
Eugene Nichols	77	Independent Director
Goran Antic	49	Independent Director

Executive Officers

Gregory Jensen, Ph.D, JD, age 45, Chief Executive Officer and Board

Gregory Jensen joined the Company on January 1, 2023, as the Chief Executive Officer and Director. He has served in a variety of professional legal roles since 2005 when he became an Indiana-licensed attorney. His professional career began in August of 2004 when he was commissioned as a 2^nd Lieutenant in the United States Marine Corps. Following his initial training at the Marine Corps Base Quantico, Virginia, and the Naval Station Newport, Rhode Island (where he earned the designation as a Judge Advocate) he served aboard the Marine Corps Recruit Depot San Diego where he filled the duties of Legal Assistance Officer and Criminal Defense Attorney. Following his active duty assignment Greg transitioned into the United States Marine Corps Reserves in 2009 where he has continuously served in a variety of criminal justice, recruiting, and supervisory duties. In 2009 Mr. Jensen transitioned into private practice having served as a legal consul with T Squared Investments and T Squared Partner from 2009 to 2013. Mr. Jensen transitioned into the position of General Counsel for American Carbon Corporation (formerly known as Quest Energy Inc) in 2013 and then as General Counsel of American Resources Corporation in 2017 until present. In his capacity as General Counsel to American Resources Corporation Mr. Jensen advises the company on legal topics including capital fundraising, civil and administrative legal affairs, and corporate compliance. He holds a Bachelor of Science degree in Finance from the Indiana University Kelley School of Business, a Doctor of Jurisprudence (JD) from the Indiana University Maurer School of Law, a Master of Law (LLM) in International and Comparative Law from the Indiana University McKinney School of Law and a Doctor of Philosophy (PhD) in Human Performance from the Indiana University School of Public Health.

Joshua Brumbaugh, CPA, age 45, Chief Financial Officer

Joshua Brumbaugh joined the Company on January 1, 2023, as the Chief Financial Officer. He is a Certified Public Accountant (CPA) with 20 years of experience in public or corporate accounting. In addition, he holds a Series 65 securities license. Over the last five years, he has maintained various employment opportunities. From June 2007 to current, he has worked for the City of Noblesville Fire Department (“City”) which is located in Noblesville, IN. He is currently an Executive Officer with the City but over the last five years while working there, he has also maintained other management positions as a Company Officer within the organization. From December 2008 to current, he has owned and operated JD Brumbaugh Business Services, LLC. At JD Brumbaugh Business Services, LLC, he uses his CPA license and previous experience to offer various public accounting services such as tax preparation, accounting, financial statement preparation, and other consulting services to various individuals and businesses. From January 2015 to current, he has also worked for Shoreline Wealth Advisors ("Shoreline") as an Investment Adviser. At Shoreline, he identifies and reviews investment portfolios for clients and provides them with tax-informed wealth management services to his individual and business clients. His prior experiences also include over ten years as a manager at Katz Sapper & Miller (October 2005 to May 2016), as well as significant accounting experience at Thompson Consumer Electronics (March 2005 to October 2005), KPMG (September 2002 to March 2005) and Ernst & Young (November 2001 to August 2002). He holds a bachelor’s degree in accounting, a bachelor’s degree in finance, and a Master of Professional Accountancy from the Indiana University Kelley School of Business. He has held his CPA designation since 2004 and his Series 65 securities license since 2014.

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Gerardine Botte, Ph.D., age 52, Chief Technical Officer

Dr. Botte joined the Company as the Chief Technology Officer in January of 2023. In addition to her service with Novusterra Inc., Dr. Botte has served as an independent member of the Board of Directors of American Resources Corporation since November 2020. Dr. Botte has over 26 years of experience in the development of electrochemical processes and advanced water treatment. She has served in leadership roles for the Electrochemical Society and is currently the President of the electrochemical Society (2023-2024). Dr. Botte also serves as the Editor in Chief of the Journal of Applied Electrochemistry. In 2014, she was named a Fellow of the Electrochemical Society for her contributions and innovation in electrochemical processes and engineering. She became a Chapter Fellow of the National Academy of Inventors in 2012. In 2010, she was named a Fellow of the World Technology Network for her contributions to the development of sustainable and environmental technologies. Prior to Texas Tech, Dr. Botte was University Distinguished Professor and Russ Professor of Chemical and Biomolecular Engineering at Ohio University, the founder and Director of Ohio University’s Center for Electrochemical Engineering Research, and the founder and Director of the Consortium for Electrochemical Processes and Technology – an Industry University Cooperative Research Center. Her entrepreneurial spirit has led to the commercialization of various technologies and has founded and co-founded various companies to help achieve this goal. The Board nominated Dr. Botte to serve as a director because of her thought leadership in the technical innovations of in carbon and rare earth elements. She has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Non-Employee Directors

Mark LaVerghetta, age 50, member of the Board of Directors, Chairman

Mark LaVerghetta has served as the Chairman on the Board of Director of our Company since August 2022. After spending 20 years in capital markets, Mark has been dedicated to delivering shareholder and stakeholder value. In addition to his services with Novusterra Inc., Mr. LaVerghetta serves as Vice President of Corporate Finance and Communications of American Resources Corporation (Nasdaq: AREC) where he is a management team member focused on organic and acquisition growth opportunities and capital markets activity. Mr. LaVerghetta and is also a Co-Founder and Director of ReElement Technologies Corporation, a leading provider of high-performance refining capacity of rare earth and critical battery elements to support energy transition and national security needs. Mr. LaVerghetta also serves as Co-Founder and Chief Governance Officer of Land Betterment Corporation, an environmental solutions company fostering positive impact through upcycling former coal mining and industrial sites to create sustainable community development and job creation. Prior to these endeavors, Mr. LaVerghetta has over 15 years of financial market experience, holding various roles with several Wall Street firms. Mark is a graduate of the University of Virginia with a B.A. in economics while playing varsity lacrosse.

Eugene Nichols, age 77, member of the Board of Directors, Secretary, Treasurer

Eugene Nichols has served in roles as President, Corporate Secretary, and Director since the inception of Novusterra, Inc. He has over 30 years of sales, sales management, and marketing and advertising experience in the healthcare industry. Mr. Nichols spent 27 years with the Diagnostic Division of Abbott Laboratories, a Fortune 100 Company, in various positions including Sales Executive, Sales Trainer, District Manager, and Director of Advertising and Communication. He also spent 4 years as an Account Manager with Beecham Pharmaceuticals. In addition, he provided guidance on the operations of Informa Training Partners, a healthcare sales training company owned by his wife Evelyn Nichols, for over 21 years. Following his retirement from Abbott Laboratories, Mr. Nichols, an entrepreneurial business leader, has been involved in numerous startups. From October 2013 to January 2017, he helped found and served as the President and a member of the Board of Directors for NGFC Equities Inc. (“NGFC”) which reverse merged with American Resources Corporation and currently trades under the symbol “AREC". From February 2017 to May 2018, he started and served as a Director, Secretary, and Treasurer of Capax, Inc., a publicly traded company that reverse merged with Reborn Global Holdings, Inc., an international wholesale and retail coffee business based in California. Mr. Nichols was also a Managing Partner of a startup electrical consulting firm. He is actively involved in his community, The Country Club at Mirasol, serving as the Chairperson and as an advisor on committees that work with the Board of Directors. He holds a Bachelor of Science degree in Business Administration from Auburn University.

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Goran Antic, age 49, Member of the Board of Directors

Goran Antic has been a director of our Company since inception. He began his career with Getinge Sterilization factory (division of Getinge Group), a public company based in Sweden which is one of the largest medical supply companies in the world in 1990 as an assembler and then moved to the testing department of Getinge Group in 1995. He worked in that division till 1999 and then was promoted to be an international service engineer of Getinge Sweden which is another subsidiary of Getinge Group. In 2005, Mr. Antic was transferred to Getinge International branch in Miami, Florida as a service manager for Latin America and Caribbean islands. Mr. Antic began ECI-LATAM Inc. in April of 2014 with an agreement with Getinge International to serve the same client base through his own company, ECI-LATAM Inc., Mr. Antic had his education as an electronic engineer at Kattegat Institution in Halmstad, Sweden.

From April 2019 to August 2020, Mr. Antic was a Director for Acqusalut Inc., that filed a Regulation A offering to raise funds from the public to produce live entertainment shows. Due to COVID-19, the business plan could not be executed. Thus, in August 2020, Acqusalut Inc., merged with a biotech company called XEME Biopharma Inc., and changed the name to XEME Biopharma Holdings Inc. In August 2018 he joined as a Director for Mfusion Corp. that was also set up to do live entertainment shows focusing on raising funds via selling a Digital Coin of Mfusion which is convertible to the shares of Mfusion Corp., that in August of 2020, the management of Mfusion Corp., sold to two entrepreneurs who are in the process of beginning CBD-Coffee business. He was also a Director for Capax Inc. from February 2017 to May 2018 during which time Capax filed a prospectus with the SEC to take Capax Inc. public. In May 2018, Capax Inc. merged with Reborn Global Holdings Inc. in the business of wholesale and retail coffee sales in a reverse merge and changed its name to Reborn Coffee Inc as part of that merger with Reborn Global Holdings Inc., management taking over the management of Reborn Coffee Inc.

Director Qualifications

The following is a discussion for each director of the specific experience, qualifications, attributes or skills that lead our board of directors to conclude that each individual is qualified to serve as a director of our Company.

Mark C.LaVerghetta ~~Jensen~~ – Mr. ~~Jensen’s~~LaVerghetta has over 15 years of financial market experience, ~~in founding~~holding ~~ARC~~various roles with several Wall Street firms. He has a history of successfully and ~~completing~~efficiently translating corporate strategy, benchmarks, and financials, while also working as a co-member of the executive teams to evaluate and define corporate strategy and financial direction. Mark has been successful ~~listing~~in onbuilding ~~NASDAQ~~shareholder ~~were factors~~and ~~considered~~stakeholder byvalue through assisting in the ~~board~~evaluation and integration of ~~directors.~~acquired ~~Specifically,~~assets into various business models while analyzing the ~~board~~ overall financial impact of ~~directors~~such ~~viewed~~opportunities ~~favorably~~and ~~his~~operations. ~~role~~He inhas ~~setting~~successfully upco-founded ~~a Special~~and ~~Purpose~~built ~~Acquisition~~several ~~Company~~businesses, ~~“American~~both ~~Acquisition Opportunity”~~organically ~~(NASDAQ:~~and ~~AMAOU)~~through inacquisition, ~~reaching~~which ~~its conclusion~~has led to several public listings.

~~Andrew~~Gregory ~~Weeraratne~~Jensen – Mr. ~~Weeraratne’~~Jensen shas over 14 years of experience in ~~founding~~providing ~~and~~legal ~~filing~~counsel aand ~~prospectus~~operational expertise to ~~take~~emerging ~~public~~and ~~NGFC~~growth ~~Equities Inc~~companies. ~~before~~Throughout ~~merging~~his itcareer, ~~successfully~~he ~~with~~has ~~ARC,~~held ~~founding~~many ~~Capax~~leadership ~~Inc. and~~roles ~~filing~~from adeveloping ~~prospectus~~processes ~~with~~and procedures to improve the ~~SEC~~operational ~~before~~output ~~merging~~of itmining ~~with~~operations ~~Reborn Coffee~~to ~~Inc.~~assisting ~~and~~in ~~his~~generating ~~experience~~legal ~~founding~~strategies ~~additional~~for ~~companies engaged~~a inNASDAQ-listed ~~securities~~company. ~~offerings~~Greg’s vast military and ~~his~~leadership ~~previous~~experience ~~public~~in ~~company Chief~~the ~~Financial~~United ~~Officer~~States ~~experience~~Marine ~~were~~Corps ~~factors~~has ~~considered~~provided byhim with the ~~board~~ ofability ~~directors.~~to ~~Specifically,~~work ~~the~~with ~~board~~many ofindividuals ~~directors~~with ~~viewed favorably~~diverse ~~his~~skill ~~roles~~sets atin ~~China~~a ~~Direct,~~way ~~Inc.,~~that ~~and~~can J2solve ~~Communication~~complex ~~Inc (with~~issues ~~the~~effectively ~~brand~~and ~~name~~efficiently. ~~National~~His ~~Lampoon)~~broad asacademic aexperience ~~financial~~allows ~~advisor working~~him ~~with~~to ~~the~~keenly ~~Embassy~~evaluate a multitude of ~~the~~issues ~~United~~relating ~~States~~to ofoperational ~~America~~requirements, inmarket ~~Iraq~~conditions, and asfinancial considerations in a ~~CPA~~way inthat ~~private~~will ~~practice~~best inposition ~~reaching~~the ~~its conclusion~~company for future success.

34Eugene Nichols – Mr. Nichols’s career as an entrepreneur and his involvement in various start-ups were factors considered by the board of directors. Specifically, the board of directors viewed favorably his role as a founder of publicly-traded companies, including NGFC Equities Inc., taking it public and merging with a bigger private company. In addition, the board of directors valued his roles at Abbott Laboratories, Communication Exchange Inc., Visa Exchange Inc., Foxfire Golf Course, Power Management Electrical Consultants in reaching its conclusion.

Eugene Nichols – Mr. Nichols’s career as an entrepreneur and his involvement in various start-ups were factors considered by the board of directors. Specifically, the board of directors viewed favorably his role as a founder of publicly-traded companies, including NGFC Equities Inc., taking it public and merging with a bigger private company, along with his roles at Communication Exchange Inc., Visa Exchange Inc., Foxfire Golf Course, Power Management Electrical Consultants in reaching its conclusion.

Goran Antic – Mr. Antic’s long career with one major Swedish public company Getinge group in Sweden that is a leader in international market and his fluency in various languages and cultures were factors considered by the board of directors. Specifically, the board of directors viewed his entrepreneurial skills in setting up ECI Latam Inc., merging with NGFC Equities Inc. in reaching its conclusion.

Byron E. Price – Mr. Price’s long career in public service as professor of public administration, his service in the U.S. Army as Deputy Commander, Executive and Training Officer, international travels in the lecture circuit regarding public/private partnerships and his experience in business development activities were taken into consideration by the board of directors in reaching its conclusion.

In addition to each of the individual skills and backgrounds described above, the board of directors also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our Company and on the development and execution of our strategy.

Table of Contents

We expect to expand our board of directors in the future to include additional independent directors. In adding additional members to our board of directors, we will consider each candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background in management, finance, regulatory matters and corporate governance. Further, when identifying nominees to serve as a director, we expect that our board of directors will seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance.

Director Compensation

We have ~~not~~ established ~~standard~~a director compensation ~~arrangements~~program, ~~for~~pursuant ~~our~~ to which directors ~~and~~receive ~~the~~compensation of $3,000 per quarter. Future compensation payable to each individual for their service on our Board will be determined from time to time by our compensation committee and our board of directors based upon the amount of time expended by each of the directors on our behalf. Currently, executive officers of our company who are also members of the board of directors do not receive any compensation specifically for their services as directors.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation of our Former Chief Executive Officer, and the executive officers who served at the end of the periods of ~~September~~ 30December 31, ~~2020~~2022, toand ~~August~~December 1931, 2021, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. Compensation for the future will be determined when and if additional funding is obtained.

Summary Executive Compensation Table – Officers

(a)	~~(b)~~	(cb)	~~(d)~~	(ec)	~~(f)~~	~~(g)~~	~~(h)~~	(id)	~~(j)~~	(e)	(f)	(g)	(h)	(I)	(j)
		Salary	Bonus	Stock Awards	Option Awards	Non-equity Incentive plan compensation	Change in Pension Value and Non qualified deferred compensation earnings	All other Compensation	Total
													Change in
Name and principal position	Year	($)	($)	($)	($)	($)	($)	($)	($)
													Pension
I. Andrew Weeraratne (1),CEO, CFO	2020	-0	-0-	-0-	-0-	-0-	-0-	-0-	-0
													Value and
I. Andrew Weeraratne, CEO, CFO	2021	15,000	-0-	-0-	-0-	-0-	-0-	-0-	15,000
												Non-equity	Nonqualified
												Incentive	deferred
										Stock	Option	plan	compensation	All other
				Salary				Bonus		Awards	Awards	compensation	earnings	compensation	Total
Name and Principal Position		Year		($)				($)		($)	($)	($)	($)	($)	($)
Gregory Jensen, CEO (1)		2022		-0-				-0-		-0-	-0-	-0-	-0-	-0-	-0-
Josh Brumbaugh, CFO (2)		2022		-0-				-0-		-0-	-0-	-0-	-0-	-0-	-0-
Gerardine Botte, CTO (3)		2022		-0-				-0-		-0-	-0-	-0-	-0-	-0-	-0-
I. Andrew Weeraratne, Former CEO (4)		2022		90,000				-0-		-0-	-0-	-0-	-0-	-0-	90,000
Farai L. Gundan, Former CFO		2022		3,334				-0-		-0-	-0-	-0-	-0-	-0-	3,334
I. Andrew Weeraratne, Former CEO (4)		2021		62,500				-0-		-0-	-0-	-0-	-0-	-0-	62,500
Farai L. Gundan, Former CFO		2021		3,890				-0-		-0-	-0-	-0-	-0-	-0-	3,890

(1)

(1)	Mr. Gregory Jensen has been employed with the Company since August 30, 2022. During 2022, he received no compensation for his services. Effective January 1, 2023, he signed an employment agreement for a base salary of $150,000 plus the potential for discretionary cash bonuses and discretionary stock-based compensation. See the exhibits for his employment contract.

(2)	Mr. Joshua Brumbaugh has been employed with the Company since January 1, 2023. Effective January 1, 2023, he signed an employment agreement for a base salary of $100,000 plus the potential for discretionary cash bonuses and discretionary stock-based compensation. See the exhibits for his employment contract.

(3)	Mrs. Gerardine Botte signed a consulting agreement with the Company on January 1, 2024, to act as the Chief Technology Officer (CTO). The signed agreement is effective for two years and pays Mrs. Gerardine Botte $4,750 per month or $57,000 annually. See the exhibits for her consulting agreement.

(4)	Mr. Andrew Weeraratne is no longer employed by the company at this time. Nor are there any agreements for compensation in the future. The amount of value for the services of Mr. Weeraratne was determined by agreement for shares in which he received as a founder for (1) control, (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the Company. The amount received by Mr. Weeraratne is not reflective of the true value of the contributed efforts by Mr. Weeraratne and was arbitrarily determined by the Company.

~~There~~23 isTable no employment contract with Mr. Andrew Weeraratne at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. The amount of value for the services of Mr. Weeraratne was determined by agreement for shares in which he received as a founders for (1) control, (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the Company. The amount received by Mr. Weeraratne is not reflective of the true value of the contributed efforts by Mr. Weeraratne and was arbitrarily determined by the Company.Contents

(2)

Does not include 4,079,980 shares of Common Stock purchased by Mr. Weeraratne for $0.0001 per share when he founded the Company in September 2020.

Director Compensation Table

(a)	~~(b)~~	(cb)	~~(d)~~	(ec)	~~(f)~~	(gd)	~~(h)~~	(e)	(f)	(g)	(h)
	Fees earned or paid in cash	Stock Awards	Option Award(s)	Non-equity Incentive plan compensation	Change in Pension Value and Non qualified deferred compensation earnings	All other Compensation	Total
								Non-equity	Change in Pension Value and Nonqualified deferred
Name and principal position	($)	($)	($)	($)	($)	($)	($)
		Fees earned or		Stock		Option		Incentive plan	compensation	All other
Mark C. Jensen Chairman of the Board of Directors	7,500-	-0-	-0-	-0-	-0-	-0-	7,500
		paid in cash		Awards		Award(s)		compensation	earnings	Compensation	Total
I. Andrew Weeraratne CEO/CFO	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Name and principal position		($)		($)		($)		($)	($)	($)	($)
Eugene Nichols Director	2,000	-0-	-0-	-0-	-0-	-0-	2,000
Mark LaVerghetta Chairman of the Board of Directors		-0-		-0-		-0-		-0-	-0-	-0-	-0-
Goran Antic Director	2,000	-0-	-0-	-0-	-0-	-0-	2,000
Gregory Jensen CEO and Director		-0-		-0-		-0-		-0-	-0-	-0-	-0-
Byron E. PriceDirector	2,000-	-0-	-0-	-0-	-0-	-0-	2,000
Eugene Nichols Director		-0-		-0-		-0-		-0-	-0-	-0-	-0-
Goran Antic Director		-0-		-0-		-0-		-0-	-0-	-0-	-0-
Byron E. Price former Director (resigned March 2023)		-0-		-0-		-0-		-0-	-0-	-0-	-0-

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our executive officers and any other persons performing similar functions. This Code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the SEC. A copy of our Code of Business Conduct and Ethics has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

Committees of our Board of Directors and the Role of our Board in Risk Oversight

Our board of directors has determined to facilitate the oversight and the communication between senior management and the board of directors regarding risk of operations and management, which the board of directors believes strengthens its risk oversight activities. As we begin our operations, due to lack of funds to recruit staff, a few important positions are being held by the CEO of the Company.. However, we plan to diversify those roles as we raise capital and progress as a viable company.

Mr. Weeraratne has served as our Chief Executive Officer ~~and the Chief Financial Officer~~ as well as our Chairman of the Board of Directors until March of 2021, at which point Mark Jensen took over the role of Chairman of the Board of Directors. Mr. Weeraratne served as our Chief Financial Officer from March of 2021 until November 22, 2021. Mr. Weeraratne resigned from CEO and Director and Mark Jensen resigned as Chairman of the Board on August 30, 2022. As of August 30, 2022, Mr. Gregory Jensen has assumed the role as Chief Executive Officer and Director and Mark LaVerghetta has assumed the role of Chairman of the Board.

~~Three~~ Two directors of the Company, Mr. Nichols, ~~Mr. Price~~ and Mr. Antic, are considered independent directors under the rules of the Exchange. The board of directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the board of directors does not involve itself in day-to-day operations. Our independent directors keep informed through discussions with our executive officers and by reading the reports and other materials that we may send them and by participating in board of directors meetings.

We have established an Audit Committee, a Compensation Committee and a ~~Compensation~~Nominating Committee. In accordance with the Exchange’s rules, ~~appointing~~ ~~Eugene~~each of our two independent directors, Mr. Nichols and ~~Gorant~~Mr. Antic toare ~~chair~~members ~~each~~ of the ~~Committees,~~ ~~respectively~~Audit Committee, inwhich ~~compliance~~is ~~with~~chaired by Mr. Nichols. Mr. Antic is considered an audit committee financial expert within the ~~Exchange’s rules~~meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or board of directors who:

We24 ~~do not~~Table ~~have a policy regarding the consideration~~ of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as director, while we do not have a policy regarding the consideration of diversity in selecting directors, however, at such time as we expand our board of directors, our board of directors will seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our board of directors has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our board of directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our board of directors will participate in the consideration of director nominees. In considering a director nominee, it is likely that our board of directors will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our board of directors.Contents

36· understands generally accepted accounting principles and financial statements; · is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; · has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements; · understands internal controls over financial reporting; and · understands audit committee functions.

~~Currently, our~~The ~~Audit~~Compensation Committee ~~has~~consists ~~only~~of ~~one member~~Mr. InNichols ~~order~~and toMr. ~~comply~~Antic, with ~~the~~ ~~Exchange’s~~Mr. ~~rule,~~Antic ~~prior~~serving toas the ~~consummation~~Chairman. Each of ~~this offering~~Mr. weNichols ~~will~~and ~~appoint~~Mr. ~~two~~Antic ~~additional~~are ~~independent directors as~~ members of the ~~Audit~~Nominating Committee, ~~including~~with ~~an audit committee financial expert within the meaning of Item 401(e) of Regulation S-K~~Mr. InAntic ~~general,~~serving anas ~~“audit committee financial expert” is an individual member of the audit committee or board of directors who:~~Chairman.

●We ~~understands~~do ~~generally~~not ~~accepted~~have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as director, while we do not have a policy regarding the consideration of diversity in selecting directors, however, at such time as we expand our board of directors, our board of directors will seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting ~~principles~~and finance, management and ~~financial~~leadership, ~~statements;~~vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our board of directors has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our board of directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, our Nominating Committee will first review the proposed nominations, after which all members of our board of directors will participate in the consideration of director nominees. In considering a director nominee, it is likely that our board of directors will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our board of directors.

●INDEMNIFICATION isOF ~~able~~DIRECTORS toAND ~~assess the general application of such principles in connection with accounting for estimates, accruals and reserves;~~OFFICERS

●The ~~has~~Florida ~~experience~~Business ~~preparing~~Corporation Act permits, ~~auditing~~but does not require, ~~analyzing~~corporations to indemnify a director, officer or ~~evaluating~~control ~~financial~~person ~~statements~~of ~~comparable~~the corporation for any liability asserted against her and liability and expenses incurred by her in her capacity as a director, officer, employee or agent, or arising out of her status as such, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the ~~breadth~~best interests of the corporation, and, ~~complexity~~unless tothe ~~our~~articles ~~financial~~of ~~statements;~~incorporation provide otherwise, whether or not the corporation has provided for indemnification in its articles of incorporation. Our articles of incorporation have no separate provision for indemnification of directors, officers, or control persons.

●Insofar ~~understands~~as ~~internal~~indemnification ~~controls~~for ~~over~~liabilities ~~financial~~arising ~~reporting;~~under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the act and is therefore unenforceable.

● understands audit committee functions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information concerning the beneficial ownership of the shares of our Common Stock as of September 30, 2021, by: (i) each of our named executive officers and current directors, (ii) all of our current executive officers and directors as a group and (iii) each person we know to be the beneficial owner of 5% of more of our outstanding shares of common stock. Unless otherwise specified, the address of each beneficial owner listed in the table is c/o Novusterra Inc., 561 NE 79th Street, Suite 325, Miami, FL 33138.

Name	Number of Common Stock Beneficially Owned (1)	Percent of Common Stock Owned (2)		Voting Control by Officers & Directors	Percent of Voting Control by Officers & Directors (3)
Officers and Directors
Mark C Jensen	-	-	%	-	-	%
Andrew Weeraratne (4)	4,082,389	38.95	%	4,0782,389	38.95	%
Eugene Nichols (5)	118,530	1.13	%	118,530	1.13	%
Goran Antic	43,712	0.42	%	43,712	0.42	%
Byron E Price	-	-	%	-	-	%
All Directors and Officers as a Group (4 persons)	4,244,631	40.50	%	4,244,631	40.50	%
5% Holders
American Resources Corp. (6)	5,233,333	49.93	%	5,233,333	49.93	%
All Directors, Officers and 5% Holders as a Group (5 persons)	9,477,964	90.43	%	9,477,964	90.43	%

(1) A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days from July 30, 2021, upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised.

(2) Percentage is based on the 10,481,341 common shares outstanding as of September 30, 2021.

(3) Percentage is based on the 10,481,341 common shares outstanding as of September 30, 2021.

(4) Includes 6,667 common shares held by Mr. Weeraratne’s spouse.

(5) Includes 8,151 common shares held by Mr. Nichols's spouse

(6) The individuals who exercise voting or investment control over the common stock held by ARC are Mark Jensen, CEO; Thomas Sauve, President; and Kirk Taylor, CFO.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

I. Andrew Weeraratne (“AW”), who founded the Company in September 2020, bought 3,666,667 shares of ~~common~~Common ~~stock~~Stock from the Company at a price of $0.0003 per share. AW also purchased an additional 762,667 shares of ~~common~~Common ~~stock~~Stock for $0.0003 per share, which he distributed to certain of his business associates that he believed could assist with the Company’s operations. Kazuko Kusunoki (“KK”), AW’s spouse, was given 6,667 common shares from the above-mentioned share distribution, as she joined the Company part-time as its Vice President of Administration. On January 12, 2021, AW and KK received an additional 408,314 and 742 common shares, respectively, as the Company gave all shareholders a stock dividend. On August 30, 2022, Mr. Weeraratne sold to Westside Advisors LLC and/or its assignees 2,500,000 shares.

Table of Contents

Mr. Eugene Nichols (“EN”), is a founder and organizer of the Company and our Secretary and Treasurer and a Director. Mr. Nichols received 23,333 common shares in September 2020, which are included in the 762,667 common shares mentioned above that were distributed by AW. Evelyn Nichols, EN’s spouse, purchased 6,667 common shares at a price of $0.003 per share when she joined the Company as the part-time marketing director in September 2020. On January 12, 2021, EN and Evelyn Nichols received an additional 1,856 and 742 common shares, respectively, as the Company gave all shareholders a stock dividend.

Mr. Goran Antic (“GA”), is a founder and organizer of the Company and a Director. Mr. Antic has received no compensation for his role as a founder. He received 6,667 common shares in September 2020, which are included in the 762,667 common shares mentioned above that were distributed by AW. On January 12, 2021, GA received an additional 742 common shares as the Company gave all shareholders a stock dividend.

In a private placement transaction completed by the Company in October 2020, EN and GA purchased 16,667 and 26,667 shares of ~~common~~Common ~~stock~~Stock, respectively, at a price of $0.09 per share. In connection with the Company’s stock dividend paid on January 2021, EN and GA received an additional1,856 and 2,970 common shares, respectively. In a private placement transaction completed by the Company in April 2021, EN purchased an additional 66,667 shares at $1.50 per share. In the same private placement, GA purchased an additional 6,667 shares of ~~common~~Common ~~stock~~Stock at $1.50 per share.

On September 21, 2020, AW loaned the Company $5,000 at 4% interest to be accrued and compounded quarterly. He continued to pay certain expenses of the Company personally and as of December 31, 2020, has a loan principal balance of $6,482. The Company has accrued interest expenses of $56 for the period ending December 31, 2020. For the quarter ending March 31, 2021, interest of $64.49 was accrued on this loan and for the month of April interest of $21.50 was accrued. AW also paid $91.13 on behalf of the company in April 2021, making the balance to be $6,715.43. The principal balance of the loan was paid in full on April 30, 2021.

~~Director~~Mr. ~~Independence~~Greg Jensen is the current Chief Executive Officer for the Company. On August 30, 2022, Westside Advisors LLC immediately assigned 1,100,000 of their 2,500,000 shares obtained from Mr. Weeraratne to Mr. Jensen. See the exhibit Westside Advisors LLC – 2.5 million shares assignment in the exhibits section. On August 30, 2023, Option 2023-05 was issued to Gregory Jensen for the option to purchase 250,000 shares at a strike price of $.446 per share within ten years from August 30, 2023. The option vested immediately but has not been exercised.

Mr. ~~Nichols~~ Joshua Brumbaugh is the current Chief Financial Officer for the Company. On August 30, 2022, Westside Advisors LLC immediately assigned 500,000 of their 2,500,000 shares obtained from Mr. ~~Antic~~Weeraratne ~~and~~to Mr. ~~Price~~Brumbaugh. See ~~are~~the ~~considered~~exhibit ~~independent~~Westside ~~within~~ Advisors LLC – 2.5 million shares assignment in the ~~Exchange’s~~exhibits ~~director~~section. On ~~independence~~August ~~standards~~30, 2023, Option 2023-06 was issued to Joshua Brumbaugh for the option to purchase 250,000 shares at a strike price of $.446 per share within ten years from August 30, 2023. The option vested immediately but has not been exercised.

~~LEGAL~~Mr. ~~MATTERS~~Mark LaVergetta is the Chairman on the Board of Directors for the Company. On August 30, 2023, Option 2023-07 was issued to Mark LaVerghetta for the option to purchase 50,000 shares at a strike price of $.446 per share within ten years from August 30, 2023. The option vested immediately but has not been exercised. There are presently no outstanding warrants to purchase the Company’s securities. However, at a board of directors (the “Board”) meeting held on August 25, 2023, the Board discussed offering warrants to various partners in order to potentially obtain additional debt financing. The Board unanimously approved the future issuance of these warrants if needed to secure additional debt financing on August 30, 2023, via an email vote. To date, these warrants have been approved by the Board of Directors but have not been issued. Warrant A-4 has been approved but not issued to Homewood Holdings LLC. The warrant provides the option to purchase 300,000 Common Shares at a price of $.01 per share. The warrant would expire three years from issuance. Homewood Holdings LLC is an Indiana based company controlled by Mark LaVerghetta.

~~The validity~~On ofAugust ~~the~~30, ~~securities~~2023, ~~offered~~Option by2023-08 ~~this~~was ~~prospectus~~issued ~~will~~to ~~be passed~~Eugene ~~upon~~Nichols for usthe byoption ~~Law~~to ~~Office~~purchase of50,000 ~~Clifford~~shares J.at ~~Hunt,~~a Pstrike price of $.A.446 ~~Pryor Cashman~~per ~~LLP,~~share ~~New~~within ~~York,~~ten ~~New~~years ~~York~~from August 30, is2023. ~~acting~~The asoption ~~counsel~~vested toimmediately ~~the underwriters~~but has not been exercised.

~~EXPERTS~~On August 30, 2023, Option 2023-09 was issued to Goran Antic on August 30, 2023, for the option to purchase 50,000 shares at a strike price of $.446 per share within ten years from August 30, 2023. The option vested immediately but has not been exercised.

~~Our financial~~On ~~statements~~August as30, of2023, ~~December~~Option ~~31,~~2023-01 ~~2020,~~was ~~and~~issued ~~for~~to ~~the~~Geradine ~~period~~Botte ~~of September~~for ~~21,~~the ~~2020~~option to ~~December~~purchase 311,000,000 ~~2020~~shares ~~included~~at ina ~~this~~strike ~~prospectus have~~price ~~been~~of ~~audited~~$.446 byper ~~Benjamin~~share &within ~~Ko,~~ten ~~independent~~years ~~registered public~~from ~~accounting~~August ~~firm~~30, as2023. ~~indicated~~The inoption ~~their~~vested ~~report~~immediately ~~with~~but ~~respect thereto,~~has ~~and~~not ~~have~~ been soexercised. ~~included~~Geradine inBotte ~~reliance~~is ~~upon~~ the ~~report~~CTO ~~of such~~for ~~firm~~the ~~given~~Company on ~~their~~a ~~authority~~contract ~~as experts in accounting and auditing~~basis.

3826 Table of Contents

~~WHERE~~DIRECTOR ~~YOU CAN FIND ADDITIONAL INFORMATION~~INDEPENDENCE

~~We have filed with the SEC the registration statement on Form S-1 under the Securities Act for the Units offered by this prospectus~~Mr. ~~This prospectus,~~Nichols ~~which is a part of the registration statement, does not contain all of the information in the registration statement~~ and ~~the~~ ~~exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations~~Mr. ~~For~~Antic further information concerning us and the Units offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are ~~not~~considered ~~necessarily complete.~~independent Inwithin ~~each instance, we refer you to~~ the ~~copy~~Exchange’s ofdirector ~~the contracts~~independence ~~and/or other documents filed as exhibits to the registration statement~~standards.

~~This registration~~DISCLOSURE ~~statement~~OF onCOMMISSION ~~Form~~POSITION ~~S-1,~~ON ~~including~~INDEMNIFICATION ~~exhibits,~~FOR ~~is available~~SECURITIES ~~over~~ACT ~~the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:~~LIABILITIES

Public Reference Room Office

100 F. Street, N.E., Room 1580

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by Florida law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the 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 our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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

Limitation on Liability

The Florida Business Corporation Act permits, but does not require, corporations to indemnify a director, officer or control person of the corporation for any liability asserted against him or her and liability and expenses incurred by him or her in their capacity as a director, officer, employee or agent, or arising out of her status as such, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, unless the articles of incorporation provide otherwise, whether or not the corporation has provided for indemnification in its articles of incorporation. Our articles of incorporation have no separate provision for indemnification of directors, officers, or control persons.

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

39PRINCIPAL STOCKHOLDERS

~~FINANCIAL~~The ~~STATEMENTS~~following table sets forth, as of September 30, 2023, information regarding beneficial ownership of our capital stock by:

~~NOVUSTERRA~~● ~~INC.~~each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

(a● ~~development~~each ~~stage~~of ~~company)~~our directors and director nominees;

~~Period~~● ~~December~~each ~~31,~~of ~~2020~~our named executive officers; and

~~CONTENTS~~● all of our current executive officers, directors and director nominees as a group.

	Index
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements
Balance Sheets	F-3
Statements of Operations	F-4
Statement of Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

Table of Contents

F-Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days after January 1, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Notwithstanding the foregoing, the number of shares for which the representative’s warrants are exercisable is subject to the number of shares of common stock offered by us in this offering. As a result, the below table assumes that the representative’s warrants are not immediately exercisable or exercisable within 60 days after September 30, 2023, for purposes of determining the beneficial ownership before the offering.

~~Report~~The ofinformation ~~Independent~~contained ~~Registered Public~~in ~~Accounting~~the ~~Firm~~following table does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

ToTable ~~the Board~~ of ~~Directors~~Contents

~~and Stockholders~~Except ofas ~~Novusterra~~otherwise noted below, the address for each person or entity listed in the table is c/o Novusterra Inc., 12115 Visionary Way, Suite 174, Fishers, IN 46038.

Opinion on the Financial Statements

	*Number of Shares*		*Percentage of Shares* *Beneficially Owned*
*Name of Beneficial Owner*	*Beneficially* *Owned*		*Before* *Offering*			*After* Offering
*5% or Greater Shareholders*

*Directors and Named Executive Officers*
Gregory Jensen, Chief Executive Officer and Director		1,100,000		7.595	%		7.595	%
Joshua Brumbaugh, Chief Financial Officer		500,000		3.452	%		3.452	%
I. Andrew Weeraratne, former Chief Executive Officer		1,665,742		11.502	%		11.502	%
Mark LaVerghetta, Chairman of the Board		-		-			-
Eugene Nichols, Director		118,531		.818	%		.818	%
Goran Antic, Director		43,713		.302	%		.302	%

All directors, director nominees and executive officers as a group (6 persons):		3,427,986		23.669	%		23.669	%

We* ~~have audited~~Represents ~~the~~beneficial ~~accompanying~~ownership ~~balance sheet~~ of ~~Novusterra,~~less ~~Inc.~~than ~~(the “Company”) as of December 31, 2020, and the related statement of operations, stockholders’ equity, and cash flows for the period September 21, 2020 (date of formation) to December 31, 2020~~1%. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period September 21, 2020 (date of formation) to December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~SELLING ~~for~~SECURITY ~~Opinion~~HOLDERS

~~These financial~~Selling ~~statements~~Shareholder ~~are~~Sales the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are 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.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~We conducted~~This ~~our~~prospectus ~~audits~~covers ~~in accordance with~~ the ~~standards~~possible ofresale ~~the~~by ~~PCAOB. Those standards require that we plan and perform~~ the ~~audit~~Selling ~~to obtain~~Shareholders ~~reasonable~~identified ~~assurance~~in ~~about whether~~ the ~~financial~~table ~~statements are~~below ~~free~~ of ~~material~~up ~~misstatement, whether due~~ to ~~error or fraud. The Company is not required to have~~14, ~~nor were we engaged to perform~~482,430 anshares ~~audit~~ of ~~its internal control over financial reporting. As part of~~ our ~~audits,~~common westock ~~are~~held ~~required~~by ~~to obtain an understanding of internal control over financial reporting, but not for~~ the ~~purpose~~ ofnamed ~~expressing~~Selling anShareholders ~~opinion on the effectiveness of the Company’s internal control over financial reporting~~therein. ~~Accordingly,~~ ~~we express no such opinion.~~

~~Our audits~~The ~~included~~Selling ~~performing~~Shareholders ~~procedures~~may tosell ~~assess the risks of material misstatement of the financial statements~~some, ~~whether~~all ~~due to error~~ or ~~fraud,~~none ~~and~~of ~~performing~~their ~~procedures~~Selling ~~that~~Shareholder ~~respond to those risks~~Shares. ~~Such~~We ~~procedures~~do ~~included~~not ~~examining,~~know onhow along ~~test~~such ~~basis, evidence~~Selling ~~regarding~~Shareholders ~~the~~will ~~amounts~~hold ~~and disclosures in~~ the ~~financial statements.~~Selling ~~Our~~Shareholder ~~audits~~Shares ~~also~~before ~~included~~selling ~~evaluating~~them, ~~the accounting principles used~~ and ~~significant~~we ~~estimates~~currently ~~made~~have byno ~~management~~agreements, ~~as well~~arrangements asor ~~evaluating~~understandings with the ~~overall~~Selling ~~presentation~~Shareholders ofregarding the ~~financial statements.~~sale Weof ~~believe~~any ~~that~~of ~~our~~the ~~audits~~Selling ~~provide~~Shareholder ~~a reasonable basis for our opinion~~Shares.

~~Critical~~Unless ~~Audit~~otherwise ~~Matters~~indicated in the footnotes to the below table, no Selling Shareholder has had any material relationship with us or any of our affiliates within the past three years other than as a security holder of our Company.

~~The critical~~We ~~audit~~have ~~matters~~prepared ~~communicated~~the ~~below~~following ~~are~~table ~~matters~~based ~~arising~~on ~~from the~~information ~~current~~furnished ~~period~~to ~~audit~~us by or on behalf of the ~~financial~~Selling ~~statements~~Shareholders. ~~that~~Since ~~were communicated~~the date on which the Selling Shareholders provided this information, the Selling Shareholders may have sold, transferred or ~~required~~otherwise todisposed beof ~~communicated~~all toor a portion of the ~~audit~~Selling ~~committee and~~Shareholder Shares in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise indicated in the footnotes below, we believe that: (1i) ~~relate~~none toof ~~accounts~~the orSelling ~~disclosures~~Shareholders ~~that~~ are ~~material to~~broker-dealers ~~the~~or ~~financial~~affiliates ~~statements~~of broker-dealers, and (2ii) ~~involved~~no ~~our~~Selling ~~especially challenging,~~Shareholder ~~subjective,~~has direct or ~~complex~~indirect ~~judgments.~~agreements ~~The~~or ~~communication~~understandings ~~of critical~~with ~~audit~~any ~~matters~~person ~~does~~to ~~not~~distribute ~~alter~~their inSelling ~~any~~Shareholder ~~way~~Shares. ~~our~~To ~~opinion~~the onextent ~~the financial~~any ~~statements,~~Selling ~~taken~~Shareholder asidentified abelow ~~whole~~is, ~~and~~or weis ~~are~~affiliated ~~not~~with, ~~by communicating~~a ~~the~~broker-dealer, ~~critical~~it ~~audit~~could ~~matters~~be ~~below,~~deemed ~~providing~~to ~~separate opinions~~be onan “underwriter” within the ~~critical~~meaning ~~audit~~of ~~matters~~the orSecurities onAct. Information about the ~~accounts~~Selling ~~or disclosures~~Shareholders tomay ~~which~~change ~~they~~over ~~relate~~time.

The ~~report~~ offollowing ~~our~~table ~~independent~~presents ~~registered~~information ~~public~~regarding ~~accounting~~the ~~firm~~Selling ~~for Novusterra,~~Shareholders ~~Inc~~and the Selling Shareholder Shares that each may offer and sell from time to time under this prospectus. ~~for~~The ~~the~~table ~~period~~is ~~September~~prepared ~~21,~~based ~~2020~~on ~~(date~~information ~~of formation)~~supplied to us by the Selling Shareholders, and reflects their respective holdings as of December 31, ~~2020~~2023, ~~included~~unless anotherwise ~~explanatory~~noted ~~paragraph indicating~~in ~~that~~the ~~there~~footnotes to the table. Beneficial ownership is ~~substantial~~determined ~~doubt~~in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our ~~ability~~knowledge and subject to ~~continue~~ asapplicable acommunity ~~going~~property ~~concern~~rules, asthe apersons ~~result~~and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. The percentage of ~~recurring~~shares ~~losses~~beneficially ~~from operations~~owned before and ~~negative~~after ~~cash~~the ~~flows~~offering is based on 14,482,430 shares of our common stock issued and outstanding on December 31, 2023, and 14,482,430 shares issued and outstanding after the offering (assuming the issuance and sale of no shares in this offering and no shares issuable to certain stockholders immediately prior to the closing of this offering).

~~/s/~~28 ~~Benjamin~~Table &of koContents

Santa Ana, CA

*Selling Shareholder*	*Number of* *shares of* *common stock* *owned by* *selling* *stockholder*		*Number of* *shares being* *registered*		*Number of* *shares* *owned* *after the* *offering (1)*		*Percentage* *owned* *after the* *offering*
Indrajith Andrew Weeraratne (2)		1,665,742		1,665,742		1,665,742		11.502	%
American Resources Corporation (3)		9,233,333		9,233,333		9,233,333		63.755	%
Gregory Jensen (4)		1,100,000		1,100,000		1,100,000		7.595	%
Joshua Brumbaugh (5)		500,000		500,000		500,000		3.452	%
Eugene & Evelyn Nichols (6)		118,531		118,531		118,531		.818	%
Goran Antic (7)		43,713		43,713		43,713		.302	%
Kazuko Kusunoli (2)		7,409		7,409		7,409		.051	%
Patrick Bollar		403,785		403,785		403,785		2.788	%
Roger Persson		92,613		92,613		92,613		.639	%
Tom & Jayne Avery (8)		38,898		38,898		38,898		.269	%
Ray Baum		49,500		49,500		49,500		.342	%
Jonas Persson		44,083		44,083		44,083		.302	%
Lynnia Cohen		18,523		18,523		18,523		.128	%
Christophen Higgins		18,523		18,523		18,523		.128	%
Angelos Kokkalis		18,523		18,523		18,523		.128	%
Richard Levine		14,818		14,818		14,818		.102	%
Bo & Evy Engberg (8)		22,486		22,486		22,486		.155	%
Emmanuel Colonol		18,523		18,523		18,523		.128	%
Charles Samos & Julie Prieto (8)		18,337		18,337		18,337		.127	%
Daniel Gustafsson		1,853		1,853		1,853		.013	%
Henrik Ohlsson		1,853		1,853		1,853		.013	%
Tommy Karlsson		1,853		1,853		1,853		.013	%
Andrew Asprodites		9,261		9,261		9,261		.064	%
Alfredo Caggiano		3,186		3,186		3,186		.022	%
Clifford Hunt		3,333		3,333		3,333		.023	%
John Battaglia		6,667		6,667		6,667		.046	%
Dom Herra		667		667		667		.005	%
Anthony Alaimo, MD		6,000		6,000		6,000		.041	%
Erik Hansen		2,000		2,000		2,000		.014	%
John Hansen		4,000		4,000		4,000		.028	%
Charlette Brown		1,333		1,333		1,333		.009	%
Mark Berger		2,000		2,000		2,000		.014	%
Frank Cornelisse		2,000		2,000		2,000		.014	%
Robert Cornelisse		2,000		2,000		2,000		.014	%
Randy Turrow		1,333		1,333		1,333		.009	%
Phil Sancken		1,667		1,667		1,667		.012	%
Udenie Wickramasinghe		667		667		667		.005	%
Arjuna Wickramasinghe		667		667		667		.005	%
Robert Urciuoli		3,333		3,333		3,333		.023	%
Sofia & Lawrance Lynch		40,000		40,000		40,000		.276	%
Michael Rumberger		10,000		10,000		10,000		.069	%
Daniel Wells		10,000		10,000		10,000		.069	%
Anthony Laub		2,000		2,000		2,000		.014	%
Bardley Doherty		2,000		2,000		2,000		.014	%
Mario Citro		667		667		667		.005	%
Michael & Darlene Laub (8)		6,667		6,667		6,667		.046	%
Chris & Tatia Cibellii (8)		2,000		2,000		2,000		.014	%
Farai Gundan		1,083		1,083		1,083		.007	%
Jeff Peterson		350,000		350,000		350,000		2.417	%
Chris Moorman		25,000		25,000		25,000		.173	%
Lyndsay Kline		25,000		25,000		25,000		.173	%
T Squared Partners LP (9)		100,000		100,000		100,000		.690	%
Amanda Kruse		20,000		20,000		20,000		.138	%
SAS Partners LLC (10)		230,000		230,000		230,000		1.588	%
Wabash Enterprises LLC (11)		25,000		25,000		25,000		.173	%
Royalty Management Corporation (12)		75,000		75,000		75,000		.518	%
Westside Advisors LLC (13)		50,000		50,000		50,000		.345	%
White River Holdings LLC (14)		25,000		25,000		25,000		.173	%
TOTAL:		14,482,430		14,482,430		14,482,430		100.00	%

~~June~~29 ~~2, 2021,~~Table ~~except~~of ~~for Note 3 which is dated July 15, 2021~~Contents

We have served as the Company’s auditor since 2020

(1)	Assumes all shares being registered hereunder by each Selling Shareholder will be sold after this offering.

(2)	Indrajith Andrew Weeraratne (AW) founded the Company and is the previous Chief Executive Officer for the Company. Kazuko Kusunoli (KK) is a previous Vice President of Administration for the Company. AW and KK are spouses.

(3)	American Resources Corporation (ARC) is a Florida based corporation located at 12115 Visionary Way, Suite 174, Fishers, IN 46038. The corporation is a public company listed on the Nasdaq, using the symbol AREC. None of the Officers or Directors are affiliated with the Company. On March 21st of 2021, the Company issued 5,233,333 shares to America Resources Corporation for the acquisition of the Non-Exclusive Rights to the Graphene patents acquired. On August 30th of 2022, The Company issued 4,000,000 to American Resources Corporation for the acquisition of the Exclusive Rights to the Graphene patents acquired.

(4)	Gregory Jensen is the current Chief Executive Officer and Director for the Company.

(5)	Joshua Brumbaugh is the current Chief Financial Officer for the Company.

(6)	Eugene Nichols (EN) is a founder of the Company and a current Director of the Company. Evelyn Nichols is the spouse of EN.

(7)	Goran Antic is a founder of the Company and a current Director of the Company.

(8)	Represents shares jointly owned by the husband and wife listed.

(9)	T Squared Partners LP is an Indiana based company controlled by Westside Advisors LLC. Westside Advisors LLC is an Indiana based company controlled by Mark Jensen. None of the Officers or Directors are affiliated with the Company.

(10)	SAS Partners LLC is a Wyoming based company controlled by Steve Segal. None of the Officers or Directors are affiliated with the Company.

(11)	Wabash Enterprises LLC is an Indiana based company controlled by Thomas Sauve. None of the Officers or Directors are affiliated with the Company.

(12)	Royalty Management Corporation is an Indiana based company controlled by Thomas Sauve. None of the Officers or Directors are affiliated with the Company.

(13)	Westside Advisors LLC is an Indiana based company controlled by Mark Jensen. None of the Officers or Directors are affiliated with the Company.

(14)	White River Holdings LLC is an Indiana based company controlled by Mark Jensen. None of the Officers or Directors are affiliated with the Company.

~~F-2~~Plan of Distribution

~~Balance Sheets~~We are registering the Selling Shareholder Shares to permit the resale of the Selling Shareholder Shares by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of the Selling Shareholder Shares. We will bear all fees and expenses incident to the registration of the Selling Shareholder Shares in the registration statement of which this prospectus forms a part. The Selling Shareholder Shares will not be sold through the underwriters in this offering.

December 31, 2020
ASSETS
Current assets:
Cash	$12,347
Total current assets	12,347
Total assets	$12,347
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued interest	$56
Total current liabilities	56
Loan from shareholder	6,482
Total liabilities	6,538
Commitments and Contingencies
Stockholders' equity
Preferred Stock, no par value, 400,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2020	-
Class A Common Stock, no par value, 2,400,000,000 shares authorized; 832,667 shares issued and outstanding at December 31, 2020	7,247
Class B Common Stock, no par value, 200,000,000 shares authorized; 3,666,667 shares issued and outstanding at December 31, 2020	1,100
Accumulated deficit	(2,538)
Total stockholders' equity	5,809
Total liabilities and stockholders' equity	$12,347

Table of Contents

~~See~~The ~~accompanying~~Selling ~~financial~~Shareholders ~~statements~~may ~~notes~~sell all or a portion of the Selling Shareholder Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Selling Shareholder Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Selling Shareholder Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

~~F-3~~● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

~~Statement of~~● ~~Operations~~in the over-the-counter market;

September 21, 2020 (date of formation) to December 31, 2020	Amount
Operating expenses:
General and administrative	2,482
Total operating costs and expenses	2,482
Loss from operations	(2,482)
Other expense:
Interest expense	(56)
Total other expense, net	(56)
Loss before income taxes	(2,538)
Provision for income taxes	-
Net loss	$(2,538)
Earnings (loss) per share:
Basic and diluted	$(0.00)
Weighted average number of common shares outstanding:
Basic and diluted	4,351,706

●

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

~~See~~● ~~accompanying~~ordinary ~~financial~~brokerage ~~statements~~transactions ~~notes~~and transactions in which the broker-dealer solicits purchasers;

F● block trades in which the broker-4dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

~~Statement of~~● ~~Stockholders’~~purchases ~~Equity~~by a broker-dealer as principal and resale by the broker-dealer for its account;

	Common Stock					Total
	Class A		Class B		Accumulated	Shareholders'
	Shares	Amount	Shares	Amount	Deficit	Deficit
Balance – September 21, 2020 (date of formation)	-	$-	-	$-	$-	$-
Common stock issued	832,667	7,247	3,666,667	1,100	-	8,347
Net loss	-	-	-	-	(2,538)	(2,538)
Balance as of December 31, 2020	832,667	$7,247	3,666,667	$1,100	$(2,538)	$5,809

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

~~See~~● ~~accompanying~~privately ~~financial~~negotiated ~~statements notes~~transactions;

~~F-5~~● short sales;

~~Statements~~ ● in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of ~~Cash~~such ~~Flows~~securities at a stipulated price per security;

September 21, 2020 (date of formation) to December 31, 2020	Amount
Cash flows from operating activities:
Net loss	$(2,538)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock issued for service	1,000
Changes in operating assets and liabilities:
Accrued interest	56
Net cash used in operating activities	(1,482)
Cash flows from investing activities:	-
Cash flows from financing activities:
Proceeds from loan on shareholder	6,482
Proceeds from issuance of common stock	7,347
Net cash provided by financing activities	13,829
Net increase in cash	12,347
Cash at beginning of period	-
Cash at end of period	$12,347
Supplemental disclosure of cash flow information:
Cash paid during the years for:
Interest	$-
Income taxes	$-

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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

~~See~~● ~~accompanying~~a ~~financial~~combination ~~statements~~of ~~notes~~any such methods of sale; or

~~F-6~~● any other method permitted pursuant to applicable law.

~~NOVUSTERRA~~The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, ~~INC~~if available, rather than under this prospectus.

~~Notes~~If the Selling Shareholders effect such transactions by selling Selling Shareholder Shares to ~~Financial Statements~~or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Selling Shareholder Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Selling Shareholder Shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Selling Shareholder Shares in the course of hedging in positions they assume. The Selling Shareholders may also sell Selling Shareholder Shares short and deliver Selling Shareholder Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Shareholders may also loan or pledge Selling Shareholder Shares to broker-dealers that in turn may sell such shares.

1The Selling Shareholders may pledge or grant a security interest in some or all of the Selling Shareholder Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Selling Shareholder Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this prospectus. The Selling Shareholders also may transfer and donate the Selling Shareholder Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

~~NATURE~~The OFSelling ~~OPERATIONS~~Shareholders and any broker-dealer participating in the distribution of the Selling Shareholder Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Selling Shareholder Shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Selling Shareholder Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

~~Novusterra,~~31 ~~Inc., (the~~Table ~~“Company”) was incorporated on September 21, 2020 in the State~~ of ~~Florida. The Company began its operation with a plan to build a Rare Earth Element (REE) processing facility to process & refine rare earth material to be used for various purposes.~~Contents

2Under the securities laws of some states, the Selling Shareholder Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Selling Shareholder Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

~~SUMMARY~~There OFcan ~~SIGNIFICANT~~be ~~ACCOUNTING~~no ~~POLICIES~~assurance that any Selling Shareholder will sell any or all of the Selling Shareholder Shares registered pursuant to the registration statement, of which this prospectus forms a part.

~~This summary~~The ofSelling ~~significant~~Shareholders ~~accounting~~and ~~policies~~any ofother ~~the~~person ~~Company~~participating ~~is presented~~in such distribution will be subject to ~~assist~~applicable inprovisions ~~understanding~~of the ~~Company’s~~Exchange ~~financial statements.~~Act ~~The~~and ~~financial~~the ~~statements~~rules and ~~notes~~regulations ~~are~~thereunder, ~~representation~~ including, without limitation, Regulation M of the ~~company’s~~Exchange ~~management~~Act, ~~who~~which ~~are~~may ~~responsible~~limit ~~for~~ the ~~integrity~~ timing of purchases and ~~objectivity~~sales of any of the ~~financial~~Selling ~~statements~~Shareholder Shares by the Selling Shareholders and any other participating person. ~~These accounting~~Regulation ~~policies~~M ~~confirm~~may toalso ~~accounting~~restrict ~~principles~~the ~~generally accepted~~ability of any person engaged in the ~~United~~distribution ~~State~~ of ~~America~~the ~~(“GAAP”)~~Selling ~~and have~~Shareholder ~~been~~Shares ~~consistently~~to ~~applied~~engage in market-making activities with respect to the ~~preparation~~Selling Shareholder Shares. All of the ~~financial statements~~foregoing may affect the marketability of the Selling Shareholder Shares and the ability of any person or entity to engage in market-making activities with respect to the Selling Shareholder Shares.

Once sold under the registration statement, of which this prospectus forms a part, the Selling Shareholder Shares will be freely tradeable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Under “Description of Securities,” “we,” “us,” “our,” the “Company” and “our Company” refer to Novusterra Inc. and not to any of its subsidiaries.

General

The following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and the bylaws. Copies of these documents are filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect changes to our capital structure that will be in effect immediately prior to the completion of this offering.

We are authorized to issue an aggregate number of 3,000,000,000 shares of capital stock, of which (i) 2,600,000,000 shares are Common Stock, at no par value per share; and (ii) 400,000,000 shares of preferred stock, at no par value per share.

Common Stock

We are authorized to issue 2,600,000,000 shares of Common Stock. As of December 31, 2023, 14,482,430 shares of the Common Stock are issued and outstanding.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide a preemptive or conversion right and there are no redemption or sinking fund provisions or rights. Holders of our Common Stock are not entitled to cumulative voting for election of the Company’s board of directors.

Preferred Stock

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Warrants

There are presently no outstanding warrants to purchase our securities. However, at a board of directors (the “Board”) meeting held on August 25, 2023, the Board discussed offering warrants to various outside partners in order to potentially obtain additional debt financing. The Board unanimously approved the future issuance of these warrants if needed to secure additional debt financing on August 30, 2023, via an email vote. The approval of the warrants would provide six different entities the option to purchase a cumulative total 2,000,000 shares of Common Stock at a price of $.01 per share within three years from the future issuance date. To date, these warrants have been approved by the Board of Directors but have not been issued. See below for a list of the approved warrants which have not been issued yet.

Options

At a Board meeting held on June 12, 2021, the Board approved the following stock options to the officers and directors of the Company: (i) options for three directors to purchase 25,000 shares of Common Stock each at a strike price of $5.00 per share within five years from June 12, 2021, (ii) options for the then Chief Executive Officer to buy 25,000 shares of Common Stock at a strike price of $5.00 per share within five years from June 12, 2021 and (iii) options for the then Chairman of the Board to purchase 50,000 shares of Common Stock at a strike price of $5.00 per share within five years from June 12, 2021.

At a Board meeting held on August 25, 2023, the Board discussed the below stock options to the officers, directors and other key contractors of the Company: (i) options for two directors and Chairman of the Board to purchase 50,000 shares of Common Stock each at a strike price of $.446 per share within ten years from August 30, 2023, (ii) options for the Chief Executive Officer to buy 250,000 shares of Common Stock at a strike price of $.446 per share within ten years from August 30, 2023 and (iii) options for Chief Financial Officer to purchase 250,000 shares of Common Stock at a strike price of $.446 per share within ten years from August 30, 2023 and (iv) options for four different contractors totaling 1,300,000 shares of Common Stock at a strike price of $.446 per share within ten years from August 30, 2023. On August 30, 2023, the Board unanimously approved the above stock options via an email vote. All options vested immediately and the strike price of $.446 per share was based on a 409(a) valuation performed.

There are no other outstanding options to purchase our securities.

Limitations of Liability and Indemnification

See “Executive Compensation-Indemnification Matters.”

Exchange Listing

There is presently no public market for our shares of Common Stock. We have applied to list our Common Stock on the NASDAQ Exchange under the symbol “NOVS”.

Transfer Agent and Registrar

Our Transfer Agent and Registrar is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. Phone: (212) 828-8436.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock, including shares issued on the exercise of outstanding options, in the public market after this offering, or the possibility of these sales or issuances occurring, could adversely affect the prevailing market price for our common stock or impair our ability to raise equity capital.

The remaining shares of common stock will be, and shares of common stock subject to stock options will be on issuance, “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted securities may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S.

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Subject to the provisions of Rule 144 or Regulation S under the Securities Act, as well as our insider trading policy, these restricted securities will be available for sale in the public market after the date of this prospectus.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible stockholder is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible stockholder under Rule 144, such stockholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and must have beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144, subject to the expiration of the lock-up agreements described below.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell shares subject, in the case of restricted securities, to such shares having been beneficially owned for at least six months. Beginning 90 days after the date of this prospectus, within any three-month period, such stockholders may sell a number of shares that does not exceed the greater of:

	●	1% of the number of shares of common stock then outstanding, which will be equal to approximately 126,680 shares immediately after this offering (assuming no exercise of the over-allotment option); or

	●	the average weekly trading volume of our common stock on the Nasdaq Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who was issued shares under a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares under Rule 701, subject to the expiration of the lock-up agreements and market standoff provisions described below.

10b5-1 Plans

After the offering, certain of our employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF OUR COMMON STOCK

The following is a summary of certain material U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our shares of common stock. This discussion applies only to shares of common stock that are held as capital assets for U.S. federal income tax purposes and is applicable only to holders who purchased shares of common stock in this offering.

This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:

●

our sponsor, other initial shareholders, officers, or directors;

●

financial institutions or financial services entities;

●

broker-dealers;

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governments or agencies or instrumentalities thereof;

●

regulated investment companies;

●

real estate investment trusts;

●

expatriates or former long-term residents of the United States;

●

persons that actually or constructively own 5% or more of our voting shares;

●

insurance companies;

●

dealers or traders subject to a mark-to-market method of accounting with respect to our shares of common stock;

●

persons holding our shares of common stock as part of a “straddle,” hedge, integrated transaction or similar transaction;

●

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

●

partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and

●

tax-exempt entities.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our shares of common stock, the U.S. federal income tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership for U.S. federal income tax purposes holding our shares of common stock, you are urged to consult your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of our shares of common stock.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations as of the date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. We have not sought, and do not intend to seek, a ruling from the IRS with respect to the statements made and conclusions reached in this summary. There is no guarantee that the IRS or any court would agree with such statements and conclusions. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

WE URGE PROSPECTIVE HOLDERS TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR SHARES OF COMMON STOCK, AS WELL AS ANY STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our, shares of common stock who or that is, for U.S. federal income tax purposes:

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

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

	●	an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

	●	a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under the Treasury Regulations to be treated as a United States person.

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Taxation of Distributions. If we pay distributions in cash or other property (other than certain distributions of our shares or rights to acquire our shares) to U.S. holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below.

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the preferential tax rate for long-term capital gains. It is unclear whether the redemption rights with respect to the common stock described in this prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock. Upon a sale or other taxable disposition of our common stock (which, in general, would include a redemption of common stock that is treated as a sale of such common stock as described below), a U.S. holder generally will recognize gain or loss in an amount calculated as discussed in the following paragraph. Any such gain or loss will be capital gain or loss, and generally will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the common stock described in this prospectus may suspend the running of the applicable holding period for this purpose. If the running of the holding period for the common stock is suspended, then non-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. holder is equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in its common stock so disposed of. A U.S. holder’s adjusted tax basis in its common stock generally will equal the U.S. holder’s acquisition cost reduced by any prior distributions treated as a return of capital as discussed above under the heading “U.S. Holders — Taxation of Distributions.”

Redemption of Common Stock. In the event that a U.S. holder’s common stock is redeemed pursuant to the redemption provisions described in this prospectus under the section of this prospectus entitled “Description of Securities” or if we purchase a U.S. holder’s common stock in an open market transaction (each of which we refer to as a “redemption”), the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the common stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of the common stock, the U.S. holder will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” above. If the redemption does not qualify as a sale or exchange of the common stock, the U.S. holder will be treated as receiving a corporate distribution with the tax consequences described above under “U.S. Holders — Taxation of Distributions”. Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of our stock treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder) relative to all of our shares outstanding both before and after the redemption. The redemption of common stock generally will be treated as a sale of the common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shares of our stock that are constructively owned by it. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S. holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other shares of our stock. The redemption of the common stock will not be essentially equivalent to a dividend with respect to a U.S. holder if the redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of a redemption.

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If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “U.S. Holders — Taxation of Distributions,” above. After the application of those rules, any remaining tax basis of the U.S. holder in the redeemed shares of common stock will be added to the U.S. holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. holder’s adjusted tax basis possibly in other stock constructively owned by it.

Information Reporting and Backup Withholding. In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our shares of common stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

All U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding to them.

Non-U.S. Holders

This section applies to you if you are a “Non-U.S. holder.” As used herein, the term “Non-U.S. holder” means a beneficial owner of our common stock who or that is an individual, corporation, estate or trust and is not a U.S. holder, but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our shares of common stock.

Taxation of Distributions. In general, any distributions we make to a Non-U.S. holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes. Provided such dividends are not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and are not attributable to a U.S. permanent establishment under an applicable treaty), we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below. In addition, if we determine that we are classified as a “United States real property holding corporation” (see “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below) and shares of our common stock are not considered to be regularly traded on an established securities market, we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits, including a distribution in redemption of shares of our common stock.

Dividends we pay to a Non-U.S. holder that are effectively connected with such Non-U.S. holder’s conduct of a trade or business within the United States (or, if an income tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder) will generally not be subject to withholding tax, provided such Non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to regular U.S. federal income tax as if the Non-U.S. holder were a United States resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).

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Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock. Subject to the discussion of FATCA and backup withholding below, a Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our common stock unless:

	●	the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a permanent establishment or fixed base in the United States maintained by the Non-U.S. holder); or

	●	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition of the applicable security or the period that the Non-U.S. holder held the applicable security, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition of the applicable security or such Non-U.S. holder’s holding period for the applicable security. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable income tax treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a United States resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or a lower treaty rate).

If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other disposition of our common stock will be subject to tax at generally applicable U.S. federal income tax rates. In addition, if shares of our common stock are not considered to be regularly traded on an established securities market, such Non-U.S. holder will be subject to withholding at a rate of 15% of the amount realized upon such disposition. We believe that we are not currently and we do not anticipate becoming a United States real property holding corporation for US federal income tax purposes, although there can be no assurance that we will not become a United States real property holding corporation in the future. We will be classified as a United States real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes.

Redemption of Common Stock. The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. holder’s common stock generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. holder’s common stock, as described under “U.S. Holders — Redemption of Common Stock” above, and the consequences of the redemption to the Non-U.S. holder will be as described above under “Non-U.S. Holders — Taxation of Distributions” and “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock,” as applicable.

Information Reporting and Backup Withholding. Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of our, shares of common stock. A Non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person (by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption) in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

All Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding to them.

FATCA Withholding Taxes. Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of our shares of common stock which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our shares of common stock are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our shares of common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. The U.S. Department of the Treasury has proposed regulations, which eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our common stock. Withholding agents may rely on the proposed Treasury Regulations until final regulations are issued. All prospective investors should consult their tax advisors regarding the possible implications of FATCA on their investment in our shares of common stock.

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THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, NON-U.S. AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

Electronic Offer, Sale and Distribution

In connection with this offering, the underwriters or certain of the securities dealers may distribute prospectuses by electronic means, such as e-mail.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Hong Kong

The securities may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (Companies (Winding Up and Miscellaneous Provisions) Ordinance) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (Securities and Futures Ordinance), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Saudi Arabia

This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

United Arab Emirates

The securities have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates, except: (i) in compliance with all applicable laws and regulations of the United Arab Emirates; and (ii) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.

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South Korea

The securities may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in South Korea or to any resident of South Korea except pursuant to the applicable laws and regulations of South Korea, including the South Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The securities have not been registered with the Financial Services Commission of South Korea for public offering in South Korea. Furthermore, the securities may not be resold to South Korean residents unless the purchaser of the securities complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the securities.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities offered by this prospectus will be passed upon for us by Law Office of Clifford J. Hunt, P.A. The law firm’s principal, Clifford J. Hunt, Esquire is the holder of 3,333 shares of our Common Stock.

Our financial statements as of December 31, 2022, December 31, 2021, and for the period of September 21, 2020 to December 31, 2020 included in this prospectus have been audited by Kreit & Chiu CPA LLP (f/k/a Paris, Kreit & Chiu CPA, LLP and Benjamin & Ko), independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC the registration statement on Form S-1 under the Securities Act for the Units offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement and the exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations. For further information concerning us and the Units offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.

This registration statement on Form S-1, including exhibits, is available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:

Public Reference Room Office 100 F. Street, N.E., Room 1580

Washington, D.C. 20549

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INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Financial Statements

Unaudited Condensed Balance Sheets as of September 30, 2023 and December 31, 2022	F-2

Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2023 and September 30, 2022	F-3

Unaudited Condensed Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and September 30, 2022	F-4

Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and September 30, 2022	F-5

Notes to Unaudited Condensed Financial Statements for the nine months ended September 30, 2023 and September 30, 2022	F-6

Audited Financial Statements

Report of Independent Registered Public Accounting Firm	F-18

Balance Sheets as of December 31, 2022 and December 31, 2021	F-19

Statements of Operations for fiscal years ended December 31, 2022 and December 31, 2021	F-20

Statements of Shareholders’ Equity for fiscal years ended December 31, 2022 and December 31, 2021	F-21

Statements of Cash Flows for fiscal years ended December 31, 2022 and December 31, 2021	F-22

Notes to the Financial Statements fiscal years ended December 31, 2022 and December 31, 2021	F-23

F-1

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Balance Sheets (Unaudited)
	*September 30,* *2023*			*December 31,* *2022*

ASSETS

Current assets:
Cash and cash equivalents	$	39,210		$	186,106
Accounts receivable		14,400			-
Prepaid expenses		46,120			50,000
Total current assets		99,730			236,106

Non-current assets:
Intangible assets		2,061,714			2,168,355
Operating lease right-of-use asset		405,330			437,352
Total non-current assets		2,467,044			2,605,707

Total Assets	$	2,566,774		$	2,841,813

Liabilities and Stockholders’ Equity

Current liabilities:
Accrued interest	$	38,581		$	6,022
Other current liabilities		471,413			257,327
Convertible debt, net of $17,062 and $41,971 discount		232,938			208,029
Current portion of operating lease liabilities		42,397			40,165
Total current liabilities		785,329			511,543
Operating lease liabilities, less current portion		371,267			403,339

Total liabilities		1,156,596			914,882

Commitments and contingencies

Stockholders’ Equity
Preferred stock - no par value; 400,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022		-			-
Class A Common stock - no par value; 2,600,000,000 shares authorized; 14,482,430 shares issued and outstanding as of September 30, 2023 and December 31, 2022		2,590,776			2,590,776
Additional paid-in capital		19,800			-
Accumulated deficit		(1,200,398	)		(663,845	)
Total stockholders’ equity		1,410,178			1,926,931

Total Liabilities and Stockholders’ Equity	$	2,566,774		$	2,841,813

See accompanying unaudited condensed financial statements notes

F-2

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Statement of Operations (Unaudited)
	*Nine Months Ended* *September 30,*						*Three Months Ended* *September 30,*
	*2023*			*2022*			*2023*			*2022*

Revenue:
Consulting services revenue	$	14,400			-		$	14,400			-
Total revenue		14,400			-			14,400			-

Cost of Sales:					-
Consulting fees expense		8,000			-			8,000			-
Total cost of sales		8,000			-			8,000			-

Gross Profit	$	6,400			-		$	6,400			-
Operating expense:
General and administrative		465,685			266,691			175,566			48,596
Stock based compensation		19,800			-			19,800			-
Total operating expense		485,485			266,691			195,366			48,596

Loss from operations		(479,085	)		(266,691	)		(188,966	)		(48,596	)

Other expense:
Interest expense		(57,468	)		-			(18,364	)		-
Total other expense		(57,468	)		-			(18,364	)		-

Loss before provision for income taxes		(536,553	)		(266,691	)		(207,330	)		(48,596	)
Provision for (benefit from) income tax		-			-			-			-

Net loss	$	(536,553	)	$	(266,691	)	$	(207,330	)	$	(48,596	)

Earnings (loss) per share:
Basic and diluted	$	(0.04	)	$	(0.02	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding:
Basic and diluted		14,482,430			10,951,033			14,482,430			11,873,734

See accompanying unaudited condensed financial statements notes

F-3

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Statements of Stockholders’ Equity For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)
										Total
	Common Stock				Additional		Accumulated			Stockholders' Equity
	Shares		Amount		Paid-in Capital		Deficit			(Deficit)

Balance at December 31, 2022		14,482,430	$	2,590,776			$	(663,845	)	$	1,926,931

Net loss		-		-				(164,839	)		(164,839	)

Balance at March 31, 2023		14,482,430	$	2,590,776			$	(828,684	)	$	1,762,092

Net loss								(164,384	)		(164,384	)

Balance at June 30, 2023		14,482,430	$	2,590,776			$	(993,068	)	$	1,597,708

Stock based compensation						19,800					19,800
Net loss								(207,330	)		(207,330	)
Balance at September 30, 2023		14,482,430	$	2,590,776	$	19,800	$	(1,200,398	)	$	1,410,178

	Common Stock				Accumulated			Total Stockholders' Equity
	Shares		Amount		Deficit			(Deficit)

Balance at December 31, 2021		10,481,347	$	801,359	$	(310,608	)	$	490,751

Common stock issued for service		1,083		5,417		-			5,417
Net loss		-		-		(107,624	)		(107,624	)

Balance at March 31, 2022		10,482,430	$	806,776	$	(418,232	)	$	388,544

Net loss						(110,472	)		(110,472	)

Balance at June 30, 2022		10,482,430	$	806,776	$	(528,704	)	$	278,072

Common stock issued for license agreement		4,000,000		1,784,000					1,784,000
Net loss						(48,596	)		(48,596	)
Balance at September 30, 2022		14,482,430	$	2,590,776	$	(577,300	)	$	2,013,476

See accompanying unaudited condensed financial statements notes

F-4

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Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2023			2022

Cash flows from operating activities:
Net loss	$	(536,553	)	$	(266,691	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of right of use asset		32,022			30,587
Stock based compensation		19,800			5,417
Amortization of intangible assets		106,641			30,320
Accretion of debt discount		24,909

Changes in operating assets and liabilities:
Accounts receivable		(14,400	)		-
Prepaid expense		3,880			(45,000	)
Accounts payable		-			(7,099	)
Accrued interest		32,559			-
Other current liabilities		214,086			84,168
Operating lease liabilities		(29,840	)		(27,725	)
Net cash used in operating activities		(146,896	)		(196,023	)

Net decrease in cash and cash equivalents		(146,896	)		(196,023	)

Cash – beginning of period		186,106			196,623

Cash – end of period	$	39,210		$	600

Supplemental disclosure of cash flow information:
Interest paid	$	-		$	146
Taxes paid	$	-		$	-

Non-cash investing and financing activities:
Common Stock issued for intangible assets	$	-		$	1,784,000
Common Stock issued for services	$	-		$	5,417
Liabilities recorded through operating leases	$	413,664		$	453,104

See accompanying unaudited condensed financial statements notes

F-5

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1. NATURE OF OPERATIONS

Novusterra, Inc., (the “Company”) was incorporated on September 21, 2020 in the State of Florida. The Company began its operation with a plan to build a Rare Earth Element (REE) processing facility to process & refine rare earth material to be used for various purposes. During 2021, the Company changed its main operations from the plan to build a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology currently owned by ARC.

The second agreement is a Graphene Development Agreement with ARC that provided us with a nonexclusive sublicense from ARC (the “Sublicense”). The Sublicense is for certain patents ARC currently has licensed from Ohio University pursuant to a separate License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts as a raw material. Pursuant to the agreement, we agreed to raise funds to develop and market Graphene made through this Sublicensed patented technology. Due to this agreement, the Company changed its main operations from a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology of the Sublicense with ARC. The agreement also provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business activity.

On August 30, 2022, the Company entered into a purchase agreement for the exclusive rights of the above mentioned patented technology which ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts (referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC an additional 4,000,000 common shares of the Company. Pursuant to the acquisition of the Exclusive Rights, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representation of the Company’s management who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United State of America (“GAAP”) and have been consistently applied in the preparation of the financial statements.

Basis of Presentation and Consolidation

The accounting and reporting policies of the Company are in accordance with ~~accounting principles generally accepted in the United States of America~~GAAP, which is based on the accrual method of accounting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates may include, but are not limited to, the estimated useful lives of property and equipment, ~~patent~~patents and ~~trademark~~trademarks, the ultimate collection of accounts receivable and accrued expenses. Actual results could materially differ from those estimates.

Advertising Expense

Advertising costs are expensed as incurred. ~~Advertising~~There ~~expense~~were ~~amounted~~no toadvertising $0 expenses for the ~~period~~nine-month periods September 2130, ~~2020~~2023 ~~(date~~and ~~of formation) to December 31, 2020~~2022.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash on deposit, and money market accounts. The Company considers all deposits with financial institutions and all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at September 30, 2023 and December 31, ~~2020~~2022, and the Company’s balances didn’t exceed federally insured limits of $250,000 at September 30, 2023 and December 31, 2022.

Accounts Receivable

Accounts receivables are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers based on volume transacted by the customer, customer creditworthiness and past transaction history. At September 30, 2023 and December 31, 2022, allowance for doubtful accounts was $0 and $0, respectively. The Company does not have any off-balance sheet exposure related to its customers.

Revenue Recognition

The Company adopted FASB ASC 606 as of January 1, 2022. In accordance with FASB ASC 606 - Revenue from Contracts with Customers (“ASC 606”), the Company records revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services promised to its customers. Under ASC 606, the Company follows a five-step model to: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price for the contract; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when the performance obligation in the contract is satisfied.

Contracts with Customers and Performance Obligations

Currently, our revenue is the result of consulting services derived from contracts with customers. The services promised in the contracts primarily consist of various consulting services performed and certain deliverables provided to the customer related to the development of graphene. Contracts with each customer state the terms of the services, including the description and price of each service or deliverable to be provided. Payment terms are stated in the contract, primarily in the form of a fixed payment amount per service or deliverable. Since the customer contract lists a fixed payment per service or deliverable, the contracts do not contain variable consideration. We invoice our customers as soon as the service or deliverable is provided, and a receivable is established.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the services and deliverables promised in our contracts with customers. We then identify the performance obligations to transfer distinct services or deliverables to the customer. In order to identify performance obligations, we consider all the services or deliverables promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

Our performance obligations are primarily satisfied over time as we provide services or provide deliverables. Revenue from services and deliverables transferred to customers over time accounted for 100% of net sales for the three and nine months ended September 30, 2023. There was no revenue generated during 2022.

As of September 30, 2023 and 2022, our contracts do not contain any unsatisfied performance obligations, except for undelivered products as stated in the contracts.

Impairment analysis for long-lived assets and intangible assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company has not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

Fair Value of Financial Instruments

The Company records its financial assets and liabilities at fair value, which is defined under the applicable accounting standards as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measure date. The Company uses valuation techniques to measure fair value, maximizing the use of observable outputs and minimizing the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

~~F-7~~Level 3 – Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

2.F-7 Table of Contents

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~Fair~~As ~~Value~~of September 30, 2023 and December 31, 2022, the Company believes that the carrying value of ~~Financial~~financial ~~Instruments~~assets ~~(continued)~~and liabilities approximate fair value due to the short maturity of these financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis.

~~Level~~Convertible 3 – Inputs include management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument's valuation.Debt

~~As of~~In ~~December~~accordance ~~31,~~with ASU 2020-06, Debt-Debt with conversion and other options (Subtopic 470-20) and derivatives and hedging-contracts in entity’s own equity (subtopic 815-40), the Company ~~believes~~determines ~~that~~if any convertible debt arrangements exist at inception. In August 2020, the ~~carrying~~FASB ~~value of~~issued ~~cash~~the above new accounting standard updates to simply the account for convertible debt and ~~liabilities~~other ~~approximate~~equity-linked ~~fair~~instruments. ~~value~~This ~~due~~new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial feature models used to separately account for embedded conversion features as a component of equity. Instead, the ~~short maturity~~entity will account for the convertible debt or convertible preferred stock securities as a single unit of ~~theses~~account, ~~financial~~unless ~~instruments~~the conversion feature requires bifurcation and recognition as derivatives. ~~The~~Additionally, ~~financial~~the ~~statements do~~guidance ~~not~~requires entities to use the if-converted method for all convertible instrument in the diluted earnings per share calculation and include ~~any~~the ~~financial~~effect of potential share settlement for instruments atthat ~~fair~~may ~~value~~be onsettled ~~a recurring~~in cash or ~~non-recurring~~shares. ~~basis~~This guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2021. The Company has entered into convertible debt arrangements on October 4, 2022 and has recorded and disclosed these arrangements in accordance with the above stated standards.

Leases

In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating leases for the Company’s corporate offices, and warehouse. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for operating leases is included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the balance sheet. The Company recognizes operating lease costs on a straight-line basis over the lease term for short term leases.

ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term.

The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

Income Taxes

Income taxes include U.S. federal and state income taxes currently payable and deferred income taxes. ~~Deferred~~Under ~~tax~~the ~~assets~~asset and ~~liabilities~~ ~~are~~liability method prescribed under ASC 740, Income Taxes, the Company, recognized deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized.

~~The Company~~F-8 ~~plans~~Table to file its initial tax return for December 2020. Management believes that the Company’s income tax filing positions will be sustained on audit and does not anticipate any adjustments that will result in a material change. Therefore, no reserve for uncertain income tax positions has been recorded. The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of ~~income taxes.~~Contents

~~Related~~2. ~~Party~~SUMMARY ~~Policies~~OF SIGNIFICANT ACCOUNTING POLICIES (continued)

InThe ~~accordance~~Company ~~with~~filed ~~FASB~~its ~~ASC~~initial ~~850~~tax ~~related parties~~return ~~are~~for ~~defined~~the asperiod ~~either~~ended anDecember ~~executive~~31, ~~director~~2021. orManagement ~~nominee, greater~~believes ~~than~~that ~~10%~~the ~~beneficial~~Company’s ~~owner,~~income ortax anfiling ~~immediate~~positions ~~family~~would ~~member~~be of sustained on audit and does not anticipate any ofadjustments ~~the~~that ~~proceeding~~will result in a material change. ~~Transactions~~The ~~with~~Company’s ~~related~~policy ~~parties~~for ~~are reviewed~~recording interest and ~~approved~~penalties, byif ~~the~~any, ~~directors~~associated ofwith ~~the~~income ~~Company,~~tax examinations will be to record such items as ~~per internal~~a ~~policies~~component of income taxes.

Related Party Transactions

In accordance with FASB ASC 850 related parties are defined as either an executive, director, or nominee, greater than 10% beneficial owner, or an immediate family member of any of the previously mentioned parties. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

Stock-based Compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation isarrangements ~~measured~~based aton the grant -date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value . Such compensation amounts, if any, are amortized over the respective service periods of the ~~award~~grantee. ~~and~~Equity isinstruments ~~recognized~~(“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as ~~expense~~required ~~over~~by ASC 718. ASC 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the ~~applicable vesting~~measurement date and recognition period offor such instruments. In general, the ~~stock~~measurement ~~award~~date is (~~generally~~a) 0when toa 5performance ~~years~~commitment, as defined, is reached or (b) ~~using~~ when the ~~straight~~earlier of (i) the non-~~line~~employee ~~method~~performance is complete or (ii) the instruments are vested. ~~Stock~~ ~~compensation~~The measured value related to ~~employees~~the instruments is ~~accounted~~ ~~for~~recognized ~~under~~over ~~ASC~~a ~~718~~period based on the facts and circumstances of each particular grant as defined in the ASC 505. The Company had stock-based compensation toof ~~non-employees is~~$19,800 ~~accounted~~and $5,417 for ~~under~~the ~~2018~~nine-07month periods September 30, 2023 and 2022, respectively.

3.Recently Adopted Pronouncements

~~REVERSE~~• Fair ~~STOCK~~Value ~~SPLIT~~Measurements

~~On April~~In ~~15,~~August ~~2021~~2018, the ~~Company~~FASB ~~declared~~amended a“Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1-) the amount of and reasons for-3 ~~reverse~~transfers ~~stock split~~ between levels 1 and 2 of ~~its~~the ~~issued~~fair value hierarchy, (2) our policy related to the timing of transfers between levels, and ~~outstanding~~(3) ~~common~~the ~~stock~~valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the ~~holders~~ narrative disclosure of ~~record~~the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. ~~Such~~ ~~reverse~~The ~~stock~~amendment ~~split was~~adds ~~effective~~a asrequirement to disclose the range and weighted average of ~~April~~significant ~~16,~~unobservable ~~2021~~inputs used in level 3 measurements. ~~The~~ ~~accompanying financial~~We ~~statements~~adopted this guidance as of January 1, 2022, and ~~related~~other ~~notes~~than ~~thereto~~any additional disclosures presented, it did not have ~~been~~a ~~adjusted accordingly~~significant toimpact ~~reflect~~on ~~this~~the ~~reverse~~Company’s ~~stock~~financial ~~split~~statements and related disclosures.

4.F-9 Table of Contents

~~LOAN~~3. ~~PAYABLE~~INTANGIBLE ~~– RELATED PARTIES~~ASSETS

~~On September~~Intangible ~~21,~~assets ~~2020,~~consisted ~~the founder and major shareholder~~ of the ~~Company,~~ Andrew Weeraratne, loaned the Company $5,000 at 4% interest to be accrued and compounded quarterly. He continued to pay certain expenses belong to the Company and as of December 31, 2020 has a loan principal balance of $6,482. The Company has accrued interest expenses of $56 for the period ending December 31, 2020.following:

F-8

	Effective Date	End Date	September 30, 2023			December 31, 2022
Sub license (Non-Exclusive)	March 31, 2021	August 31, 2038	$	471,000		$	471,000
Sub license (Exclusive)	August 30, 2022	August 31, 2038	$	1,784,000		$	1,784,000
Less – accumulated amortization				(193,286	)		(86,645	)
Total intangible assets, net			$	2,061,714		$	2,168,355

On March 19, 2021, the Company executed two agreements with ARC in exchange for 5,233,332 Class A shares of the Company. Based on a recent sale of equity at $0.09 per share, these shares were valued at $471,000 and the entire amount is classified as intangible assets.

~~EARNINGS~~On ~~PER~~August ~~SHARE~~30, 2022, the Company entered into another agreement with ARC in exchange for an additional 4,000,000 shares of the Company. Based on a 409a valuation of the Company as of August 30, 2022, these shares were valued at $1,784,000, or $.446 per share, and the entire amount is classified as intangible assets. With this agreement, the Company has obtained the exclusive rights of the patented technology which was licensed in the previous transaction.

Amortization expense was $106,641 and $30,320 for the nine-month period September 30, 2023 and 2022, respectively.

Future amortization expense of intangible assets is as follows:

*Years ending December 31,*	*Amount*

2023 (3 months remaining)	$	35,547
2024		142,187
2025		142,187
2026		142,187
2027		142,187
Thereafter		1,457,419

Total	$	2,061,714

F-10

Table of Contents

4. CONVERTIBLE DEBT

On or about October 4, 2022, the Company issued a convertible promissory note to Mark Jensen for the principal sum of $125,000, which represents $25,000 of original issue discount, together with interest at the rate of 15% per annum, with a maturity date of April 4, 2024. The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4,2024. During the nine-month periods ended September 30, 2023, $16,280 of accrued interest and $12,454 of debt discount was expensed. On or about October 4, 2022, the Company issued a convertible promissory note to Steve Segal for the principal sum of $125,000, which represents $25,000 of original issue discount, together with interest at the rate of 15% per annum, with a maturity date of April 4, 2024. The convertible promissory note was issued with a 20% original issue discount, or $25,000, which shall be fully earned and charged to the Company as of the closing date, April 4, 2024. During the nine-month period ended September 30, 2023, $16,280 of accrued interest and $12,454 of debt discount was expensed.

At the election of the holder or upon a public listing of the Company’s common stock on a public exchange, the Note and all accrued interest shall immediately be converted into common stock of the Company at $4.00 per share or the same terms of the public offering. The number of Conversion Shares issuable upon a conversion shall be determined by the quotient obtained by dividing the applicable dollar amount being converted in either case by the Conversion Price, $4.00 per share or the price of the public offering of the Company upon the occurrence of a public offering, whichever is more favorable for the holder.

A summary of the convertible debts and related discounts is below:

	September 30, 2023			December 31, 2022
Convertible debt	$	250,000		$	250,000
Debt discount		(17,062	)		(41,971	)
Net	$	232,938		$	208,029

5. EARNINGS PER SHARE

The Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share,” which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Dilutive earnings per share is computed on the basis of the weighted average number of shares plus potentially dilutive common shares which would consist of stock options outstanding (using the treasury method), which was none since the Company had net losses and any additional potential shares would be antidilutive.

The following table sets forth the computation of basic and diluted net income per common share:

September 21, 2020 (date of formation) to December 31, 2020	Amount
		Nine-month period ending September 30, 2023			Nine-month period ending September 30, 2022
Net loss	~~$(2,538)~~	$	(536,553	)	$	(266,691	)
Dividends	-		-			-
Stock option	-
Adjusted net income (loss) attribution to stockholders		$	(536,553	)	$	(266,691	)
Adjusted net income (loss) attribution to stockholders	$(2,538)
Weighted-average shares of common stock outstanding
Weighted-average shares of common stock outstanding
Basic and diluted			14,482,430			10,951,033
Basic and Diluted	4,351,706
Net income (loss) attribute to shareholders per share
Net income (loss) attribute to shareholders per share
Basic and diluted		$	(0.04	)	$	(0.02	)
Basic and Diluted	$(0.00)

6.F-11 Table of Contents

6. STOCKHOLDERS’ EQUITY

The Company has 3,000,000,000 authorized shares of capital stock, which consists of (i) 2,~~400~~600,000,000 shares of Class A common stock, at no ~~par~~ ~~value per share; (ii) 200,000,000 shares of Class B common stock, at no~~ par value per share; and (~~iii~~ii) 400,000,000 shares of preferred stock, at no par value per share.

The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by the Company’s Board of Directors from time to time. Each share of Class B common stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A common stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together as a single class with holders of Class A common stock with respect to any question or matter upon which holders of Class A common stock have the right to vote. Class B common stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law. Holders of Class B common stock shall be entitled to dividends as shall be declared by its Board of Directors from time to time at the same rate per share as the Class A common stock. The holders of the Class B common stock shall have the right to convert each one of their shares to one share of Class A common stock automatically by surrendering the shares of Class B common stock to the Company.

AsThe ~~of December 31, 2020 the~~ Company has 314,~~666~~484,~~667~~430 Class BA common stock outstanding ~~832~~as of September 30,~~667~~ ~~Class~~2023 Aand ~~common~~December ~~stock~~31, ~~outstanding~~2022, respectively.

~~On September~~Employee ~~24,~~stock ~~2020~~compensation ~~Andrew~~expense ~~Weeraratne,~~for ~~Chief Executive Officer and~~ the ~~Chief~~nine-month ~~Financial~~period ~~Officer~~ending ofSeptember ~~the Company~~30, ~~bought~~2023 ~~3,666,667~~and ~~Class B~~2022 ~~common~~amounted ~~stock~~to at $~~0.0001~~19,800 ~~per~~and ~~share that he paid to the company~~ $15,~~100~~417, respectively.

~~F-9~~On August 30, 2022, the Company issued an additional 4,000,000 Class A common stock shares to ARC valued at $1,784,000 in exchange for entering into another agreement.

6.F-12 Table of Contents

6. STOCKHOLDERS’ EQUITY (~~continued~~CONTINUED)

On ~~September~~ 24March 8, ~~2020~~2022, ~~The Board of Directors approved a list of persons who they believe could help them with~~ the ~~operation~~Company ofissued ~~the company~~1,083 ~~issuing 756,000~~ Class A common stock shares atto ~~$0.0003~~Farai ~~per~~Gundan ~~share with~~valued ~~the~~at ~~price of~~ $~~227~~5,417 ~~being~~for ~~paid~~consulting ~~by Andrew Weeraratne~~service.

~~On September~~New ~~30,~~Stock ~~2020,~~Option ~~the Company issued a newly hired officer 6,667 Class A common shares at $0.003 per shares with the price of $20 being paid by Andrew Weeraratne.~~Issuances

~~During the~~On ~~month~~August of30, ~~October~~2023, the Company issued ~~66,667~~employee ~~Class~~stock Aoptions ~~common shares~~ to 5various ~~associated~~executives, ~~individuals~~contractors atand $0board members.09 The ~~per~~options provide the option to purchase 1,800,000 Class A Common shares ~~for~~at a ~~total~~ price of $6.446. The options vest immediately and expire on August 30,~~000~~ 2033.

~~December~~The ~~31,~~Company ~~2020~~ uses the ~~Company~~Black ~~issued~~Scholes ~~3,333~~option ~~Class~~pricing Amodel ~~common~~to ~~stock~~value toits ~~the~~options. ~~legal~~The ~~counsel for~~significant ~~legal~~inputs ~~fee~~are ofas ~~$1,000.~~follows:

	September 30, 2023
Expected Dividend Yield		0.00	%
Expected Volatility		117.40	%
Risk-free rate		5.00	%
Expected life of options		.003

~~INCOME~~Company ~~TAX PROVISION~~Options:

The Company did not have material income tax provision (benefit) because of net loss and valuation allowances against deferred income tax provision for the year ended December 31, 2020.

	Number of Options		Weighted Average Exercise Price		Weighted Average Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2022		-		-		-		-
Exercisable (Vested) - December 31, 2022		-		-		-		-
Granted		1,800,000	$	.446		.003	$	-
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding – September 30, 2023		1,800,000	$	.446		.003	$	-
Exercisable (Vested) – September 30, 2023		1,800,000	$	.446		.003	$	-

F-13

Table of Contents

7. INCOME TAX PROVISION

The Company did not have a material income tax provision (benefit) because of net losses and valuation allowances against deferred income tax assets at September 30, 2023 and December 31, 2022.

A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:

Description	~~Rate~~	2023 Rate			2022 Rate
Statutory federal rate	~~21.00%~~		21.00	%		21.00	%
State income taxes net of federal income tax benefit and others	~~0.00%~~		0.00	%		0.00	%
Permanent differences for tax purposes and others	~~0.00%~~		0.00	%		0.00	%
Change in valuation allowance	~~-21.00%~~		-21.00	%		-21.00	%
Effective tax rate	~~0.00%~~		0.00	%		0.00	%

The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21%, primarily due to the change in the valuation allowance.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The components of deferred tax assets and liabilities are as follows:

September 21, 2020 (date of formation) to December 31, 2020	Amount
		Period Ended September 30, 2023			Year Ended December 31, 2022
Deferred tax assets:
Net operating loss	~~$533~~	$	252,084		$	139,407
Other temporary differences	-		1,517			1,087
Total deferred tax assets	~~533~~		253,600			140,495
Less - valuation allowance	(533)
Less – valuation allowance			(253,600	)		(140,495	)
Total deferred tax assets	$-	$	-		$	-

~~F-10~~At September 30, 2023 and December 31, 2022, the Company had available net operating loss carryovers of approximately $1,197,860 and $661,307, respectively which have an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year’s net income. The Company has a deferred tax asset arising from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.

7.F-14 Table of Contents

~~INCOME~~8. ~~TAX~~RELATED ~~PROVISION~~PARTY ~~(continued)~~TRANSACTIONS

~~At December~~Related ~~31,~~party ~~2020,~~balances ~~the~~consisted ~~Company had available net operating loss carryovers~~ of ~~approximately $533. Per~~ the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the two-year carryback provision was removed and now allows for an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year's net income. As a result, net operating loss may be applied against future taxable income and expires at various dates subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.following:

At year ending December 31, 2020, the Company had cumulative net operating loss carryforwards for federal tax purposes of approximately $533. In addition, the Company had state tax net operating loss carryforwards of approximately $0. The carryforwards may be applied against future taxable income and expires at various dates subject to certain limitations.

	As of September 30, 2023			As of December 31, 2022
Convertible debt to Mark Jensen	$	125,000		$	125,000
Debt discount		(8,531	)		(20,985	)
Convertible debt, net of debt discount	$	116,469		$	104,015

8The Company issued a convertible promissory note to Mark Jensen, the CEO of American Resources Corporation (“ARC”) and the CEO of Westside Advisors LLC. The Company executed two agreements with ARC in exchange for 5,233,332 and 4,000,000 Class A shares respectively of Novusterra Inc. The Company received the rights to the sublicensed Patent Technology which ARC owned. As part of the agreements, the founder and major shareholder of the Company, Andrew Weeraratne, transferred 2,500,000 founder shares that he owned since September 24, 2020 to Westside Advisors LLC of which Mark Jensen is the CEO.

~~RELATED~~9. ~~PARTY~~COMMITMENTS ~~TRANSACTIONS~~AND CONTINGENCIES

The Company had the following related party transactions:

September 24, 2020, the Company borrowed $5,000 from its founder and the major shareholder at 4% annual interest to be accrued and compounded quarterly. He added additional $1,482 to that loan at the same rate of interest as of December 31,2020.

The Company’s office space for its principal corporate office located at 7135 Collins Ave No. 624, Miami, FL 33141 is provided by Chief Executive Officer at no charge.

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company’s ~~office~~adopted ~~space~~ASC ~~for~~842 ~~its~~as ~~principal~~of ~~corporate~~September ~~office located~~21, at2020 ~~7135~~(date ~~Collins~~of ~~Ave No~~formation). ~~624,~~The ~~Miami,~~Company FLhas ~~33141~~an isoperating ~~provided~~lease ~~by Chief~~for ~~Executive~~the ~~Officer~~Company’s atcorporate nooffice ~~charge~~and accounts for this lease in accordance with ASC 842.

On April 29, 2021, the Company entered into a 120-month lease for its warehouse at $5,000 per month commencing June 1, 2021 maturing May 31, 2031. On May 1, 2021, the signing of the lease resulted in the initial recognition of operating lease ROU asset of $501,459 and liability of $501,459.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term.

The Company entered into the following operating facility leases:

	·	*Corporate office* - On May 1, 2021, the Company entered into an operating facility lease for its corporate office located in 561 NE 79 Street, Suite 325, Miami, FL with a month-to-month term. The lease starts on May 1, 2021 for $200 per month. This lease was terminated, effective June 30, 2022.

	·	*Warehouse*- On April 29, 2021, the Company entered into an operating facility lease for its warehouse located at 1845 Highway 15 South, Suite 102, Hazard, KY with 120 months term and option to extend. The lease started on June 1, 2021 and expires on May 31, 2031.

F-15

Table of Contents

In accordance with ASC 842, the components of lease expense were as follows:

	*Nine-month* *period ending* *September 30,* *2023*			*Nine-month* *period ending* *September 30,* *2022*
Operating lease expense	$	48,162		$	48,162
Total lease expense	$	48,162		$	48,162

In accordance with ASC 842, other information related to leases was as follows:

	*Nine-month* *period ending* *September 30,* *2023*			*Nine-month* *period ending* *September 30,* *2022*
Operating cash flows from operating leases	$	45,980		$	45,300
Cash unpaid for amounts considered in the measurement of lease liabilities (disclosed under other current liabilities)	$	45,980		$	45,300

Weighted-average remaining lease term—operating leases		7.7 Years		8.7 Years
Weighted-average discount rate—operating leases		5	%		5	%

In accordance with ASC 842, maturities of operating lease liabilities as of September 30, 2023 were as follows:

*For the years ending December 31,*	Operating Lease

2023 (3 months remaining)	$	15,453
2024		62,354
2025		63,290
2026		64,239
2027		65,203
Thereafter		230,120
Total undiscounted cash flows	$	500,659

Reconciliation of lease liabilities:
Weighted-average remaining lease terms	7.7 Years
Weighted-average discount rate		5	%
Present values	$	413,664

Lease liabilities—current		42,397
Lease liabilities—long-term		371,267
Lease liabilities—total	$	413,664

Difference between undiscounted and discounted cash flows	$	86,995

Contingencies

The Company is subject to various legal proceedings from time to time as part of its business. As of September 30, 2023 and December 31, ~~2020~~2022, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations.

F-1116 Table of Contents

10. GOING CONCERN

~~GOING~~The ~~CONCERN~~Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~The financial~~In ~~statements~~order ~~has~~to ~~been~~continue ~~prepared~~as ona ~~the~~ going concern, ~~basis which~~the ~~assumes~~Company ~~the~~will ~~company~~need, ~~and~~among ~~consolidated~~other ~~entity~~things, ~~will~~additional ~~have sufficient~~capital ~~cash~~resources. Management’s plan to ~~pay~~obtain ~~its~~such ~~debts~~resources asfor the Company include, obtaining capital from management and ~~when~~significant ~~they~~stockholders ~~become~~sufficient ~~payable for~~to ameet ~~period~~its ofminimal atoperating ~~least~~expenses. 12However, ~~months~~management ~~from~~cannot ~~the~~provide ~~date~~any assurance that the ~~financial report~~Company ~~was~~will ~~authorized~~be ~~for~~successful ~~issue~~in accomplishing any of its plans.

~~The Company~~There ~~was~~is ~~set~~no upassurance onthat ~~September~~the ~~21,~~Company ~~2020~~will ~~and~~be ~~has~~able ~~suffered~~to ~~losses from~~obtain ~~operations~~sufficient soadditional ~~far~~funds ~~and~~when ~~currently~~needed ~~has~~or ~~$12,347~~that insuch ~~cash~~funds, inif ~~bank. The~~available, ~~Company~~will ~~may~~be ~~not~~obtainable ~~have~~on ~~any~~terms ~~revenue~~satisfactory ~~until~~to ~~it raises funds from~~ the ~~current~~ ~~offering~~Company. ~~These~~In ~~conditions raise substantial doubt about the Company’s ability to continue as a going concern. However~~addition, itprofitability will ~~need~~ultimately todepend ~~raise~~upon the ~~funds~~level ~~through sale~~ of ~~its securities~~revenues orreceived ~~through loans~~ from ~~third~~business ~~parties~~operations. ~~The~~However, ~~Company~~there ~~does not have any commitments or arrangements from any person to provide it with any additional capital. If additional financing~~ is ~~not available~~no ~~when~~assurance ~~needed,~~that the Company ~~may~~will ~~need~~attain ~~to cease operations~~profitability. ~~The~~ ~~Company~~These ~~may~~matters ~~not~~raise besubstantial ~~successful~~doubt inabout ~~raising~~ the ~~capital~~Company’s ~~needed~~ability to ~~expand~~ ~~or develop operations. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to~~ continue as a going concern. The accompanying financial statements ~~have~~do ~~been~~not ~~prepared~~include ~~assuming~~any ~~the Company~~adjustments ~~will~~that ~~continue~~might asbe anecessary ~~going~~if ~~concern; no adjustments to~~ the ~~financial~~ ~~statements~~Company ~~have~~is ~~been~~unable ~~made~~ to ~~account~~continue ~~for~~as ~~this uncertainty~~a going concern.

11. SUBSEQUENT EVENTS

~~SUBSEQUENT~~The ~~EVENTS~~Company evaluated all events or transactions that occurred after September 30, 2023, up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the nine-month period ending September 30, 2023.

~~On March~~F-17 ~~19,~~Table 2021 the Company held a special stockholders meeting with the majority approving a resolution to sign two agreements with American Resources Corp (ARC) currently trading on the NASDAQ under the stock symbol “AREC,” to issue ARC 10,000,000 Class B shares and 5,700,000 Class A shares of the Company, comprising 51.14% of ownership and 87.57% of voting power of the Company in exchange for ARC agreeing to form a joint venture with the Company whereby the Company will receive 50% profits of Graphene manufacturing that ARC owns through the ownership of patented technology. This agreement will give the rights to ARC to change the Board of Directors. Andrew Weeraratne (AW) will resign from the Chairman positions but will stay on as the CEO/CFO. Upon signing of the agreements, AW converted 11,000,000 Class B shares he owned to Class A shares of the Company.Contents

~~Also approved~~Report ~~was to sign a Graphene Development Agreement for the Company to raise funds to develop and market Graphene made through ARC owned patented technology with value~~ of ~~approximately~~Independent ~~$470,000 that~~Registered ~~ARC~~Public ~~sublicensed~~Accounting to the Company. Due to this agreement the Company will change its main operations from Rare Earth Element Processing Factory building to building a manufacturing plant to make Graphene and market them using the patented technology currently owned by ARC. Also, this agreement provides that the Company shares the operating profits from this Graphene manufacturing and marketing business 50% each with ARC.Firm

~~At a~~To the Board of Directors’ meeting held on April 4, 2021, the Board agreed to withdraw the Reg A currently filed and file an S-1 prospectus instead to raise $10,000,000. Also agreed to do a Reg D offering to raise $300,000 selling 600,000 common shares at $0.50 each. The Company closed that Reg D offering on the 7th of April having received subscriptions to sell 669,023 shares for $334,512.

~~The Company~~and ~~had~~Stockholders ~~a special stockholder meeting attended by majority shareholders~~ of ~~the Company to vote for the Company to amend the Company’s Articles of Incorporation to eliminate the designation of Class B shares and increase the Class A shares to be 2~~Novusterra,~~600,000,000~~ with Preferred stock to remain 400,000,000 and thus total authorized shares remaining at 3,000,000,000 was adopted by 28,191,667 votes with Class B and Class A common shareholders voting as one group amounting to 91Inc.~~83% of total votes sufficient for the adoption of the amendments.~~

~~On April~~Opinion ~~15, 2021, the Company signed an amendment to the Sublicense Agreement with ARC to the Sublicense Agreement that the Company signed with ARC~~ on ~~April 4, 2021, which mostly addressed~~ the ~~payment~~ ~~process~~Financial ~~by the Company to ARC to be paid on a monthly basis when the Company begins to make profits from Graphene Sales.~~Statements

~~F-12~~We have audited the accompanying balance sheets of Novusterra, Inc. (the “Company”) as of December 31, 2022 and 2021, and the related statement of operations, stockholders’ equity, and cash flows for each of the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~NOVUSTERRA~~Basis ~~INC.~~for Opinion

~~Condensed~~These ~~Financial~~financial ~~Statements~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are 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.S. 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 ~~June~~our 30audits, ~~2021~~we ~~and~~are ~~December~~required 31to obtain an understanding of internal control over financial reporting, ~~2020~~but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~and~~we express no such opinion.

~~for~~Our audits included performing procedures to assess the ~~Three~~risks of material misstatement of the financial statements, whether due to error or fraud, and ~~Six~~performing ~~Months~~procedures ~~Ended~~that ~~June~~respond 30to those risks. Such procedures included examining, ~~2021~~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.

~~Table~~Going ~~of Contents~~Concern

	Page
Unaudited Condensed Financial Statements
Unaudited Condensed Balance Sheets	F-14
Unaudited Condensed Statements of Operations	F-15
Unaudited Condensed Statements of Stockholders’ Equity	F-16
Unaudited Condensed Statements of Cash Flows	F-17
Notes to Unaudited Condensed Financial Statements	F-18

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As discussed in Note 11, the Company had an accumulated deficit of $663,845 and $310,608 at December 31, 2022 and 2021, respectively, had working capital of ($275,437) and $5,664 at December 31, 2022 and 2021, respectively, had a net loss of approximately $353,237 and $308,070 for the years ended December 31, 2022 and 2021, respectively, and net cash used in operating activities of approximately $218,546 and $92,754 for the years ended December 31, 2022 and 2021, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-13~~/s/ Kreit & Chiu CPA LLP

~~NOVUSTERRA~~New York, ~~INC.~~NY

~~UNAUDITED~~PCAOB ~~CONDENSED~~ID ~~BALANCE SHEETS~~6651

As of	June 30, 2021	December 31, 2020
ASSETS
Current assets:
Cash	$268,403	$12,347
Total current assets	268,403	12,347
Intangible assets	471,000	-
Operating lease right-of-use asset	539,554	-
Total assets	$1,278,957	$12,347
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued interest	$-	$56
Other current liabilities	31,400	-
Current portion of operating lease liabilities	33,997	-
Total current liabilities	65,397	56
Loan from shareholder	-	6,482
Operating lease liabilities, less current portion	506,391	-
Total liabilities	571,788	6,538
Commitments and Contingencies
Stockholders' equity
Preferred Stock, no par value, 400,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and December 31, 2020	-	-
Class A Common Stock, no par value, 2,400,000,000 shares authorized; 10,481,341 shares and 832,667 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	801,359	7,247
Class B Common Stock, no par value, 200,000,000 shares authorized; 0 and 3,666,667 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	-	1,100
Accumulated deficit	(94,190)	(2,538)
Total stockholders' equity	707,169	5,809
Total liabilities and stockholders' equity	$1,278,957	$12,347

August 29, 2023

~~See~~We ~~accompanying~~have ~~unaudited~~served ~~condensed~~as ~~financial~~the ~~statements notes~~Company’s auditor since 2020.

F-1418 Table of Contents

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Balance Sheets
*As of December 31,*	*2022*			*2021*

ASSETS

Current assets:
Cash and cash equivalents	$	186,106		$	196,623
Prepaid expenses		50,000			-
Total current assets		236,106			196,623

Non-current assets:
Intangible assets		2,168,355			450,221
Operating lease right-of-use asset		437,352			478,369
Total non-current assets		2,605,707			928,590

Total Assets	$	2,841,813		$	1,125,213

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payables	$	-		$	7,699
Accrued interest		6,022			-
Other current liabilities		257,327			145,934
Convertible debt, net of $41,971 discount		208,029			-
Current portion of operating lease liabilities		40,165			37,326
Total current liabilities		511,543			190,959
Operating lease liabilities, less current portion		403,339			443,503

Total liabilities		914,882			634,462

Commitments and contingencies

Stockholders’ Equity
Preferred stock - no par value; 400,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022 and 2021		-			-
Class A Common stock - no par value; 2,600,000,000 shares and 2,400,000,000 shares authorized as of December 31, 2022 and 2021, respectively; 14,482,430 shares and 10,481,347 shares issued and outstanding as of December 31, 2022 and 2021, respectively		2,590,776			801,359
Accumulated deficit		(663,845	)		(310,608	)
Total stockholders’ equity		1,926,931			490,751

Total Liabilities and Stockholders’ Equity	$	2,841,813		$	1,125,213

	Six Months Ended June 30, 2021	Three Months Ended June 30, 2021
Operating expenses:
General and administrative	$91,506	$90,562
Total operating costs and expenses	91,506	90,562
Loss from operations	(91,506)	(90,562)
Other expense:
Interest expense	(146)	(25)
Total other expense, net	(146)	(25)
Loss before income taxes	(91,652)	(90,587)
Provision for income taxes	-	-
Net loss	$(91,652)	$(90,587)
Earnings (loss) per share:
Basic and diluted	$(0.01)	$(0.01)
Weighted average number of common shares outstanding:
Basic and diluted	8,034,377	10,463,728

See accompanying financial statements notes

~~See~~F-19 ~~accompanying~~Table ~~unaudited~~of ~~condensed financial statements notes~~Contents

F-15

Statements of Operations
	*Year Ended* *December 31,* *2022*			*Year Ended* *December 31,* *2021*

Operating expense:
General and administrative		339,186			307,984
Total operating expense		339,186			307,984

Loss from operations		(339,186	)		(307,984	)

Other expense:
Interest expense		(14,051	)		(86	)
Total other expense		(14,051	)		(86	)

Loss before provision for income taxes		(353,237	)		(308,070	)
Provision for (benefit from) income tax		-			-

Net loss	$	(353,237	)	$	(308,070	)

Earnings (loss) per share:
Basic and diluted	$	(0.03	)	$	(0.03	)

Weighted average number of common shares outstanding:
Basic and diluted		11,917,842			9,267,918

~~NOVUSTERRA,~~See ~~INC.~~accompanying financial statements notes

~~UNAUDITED~~F-20 ~~CONDENSED~~Table ~~STATEMENTS~~of ~~OF STOCKHOLDERS’ EQUITY~~Contents

	Common Stock					Total
Statements of Stockholders’ Equity
	Class A		Class B		Accumulated	Shareholders'
		Common Stock															Total Stockholders'
	Shares	Amount	Shares	Amount	Deficit	Equity
		Class A						Class B						Accumulated			Equity
Balance - December 31, 2020	832,667	$7,247	3,666,667	$1,100	$(2,538)	$5,809
		Shares				Amount		Shares			Amount			Deficit			(Deficit)
Exchange of Class B for Class A common stock	3,666,667	1,100	(3,666,667)	(1,100)	-	-
Balance at December 31, 2020			832,670			$	7,247		3,666,667		$	1,100		$	(2,538	)	$	5,809
Issuance of common stock for license agreement	1,900,000	171,000	3,333,333	300,000	-	471,000
Conversion to class A common stock			3,666,667				1,100		(3,666,667	)		(1,100	)		-			-
Stock dividend distribution	500,667	-	-	-	-	-
Common stock issued for license agreement			5,233,332				471,000		-			-			-			471,000
Net loss	-	-	-	-	(1,065)	(1,065)
Common stock issued for cash, net of underwriter discount			219,675				283,512		-			-			-			283,512
Balance – March 31, 2021	6,900,000	$179,347	3,333,333	$300,000	$(3,603)	$475,744
Common stock issued for services			28,333				38,500		-			-			-			38,500
Exchange of Class B for Class A common stock	3,333,333	300,000	(3,333,333)	(300,000)	-	-
Stock dividend distribution			500,670				-		-			-			-			-
Common stock issued for cash	223,008	284,512	-	-	-	284,512
Net loss			-				-		-			-			(308,070	)		(308,070	)
Common stock issued for services	25,000	37,500	-		- -	37,500
Balance at December 31, 2021			10,481,347			$	801,359		-		$	-		$	(310,608	)	$	490,751
Net loss	-	-	-	-	(90,587)	(90,587)
Common stock issued for license agreement			4,000,000				1,784,000		-			-			-			1,784,000
Balance – June 30, 2021	10,481,341	$801,359	-	-	$(94,190)	$707,169
Common stock issued for services			1,083				5,417		-			-			-			5,417
Net loss			-				-		-			-			(353,237	)		(353,237	)
Balance at December 31, 2022			14,482,430			$	2,590,776		-		$	-		$	(663,845	)	$	1,926,931

See accompanying ~~unaudited condensed~~ financial statements notes

F-1621 Table of Contents

NOVUSTERRA, INC.

Statements of Cash Flows

	*Year Ended* *December 31,* *2022*			*Year Ended* *December 31,* *2021*

Cash flows from operating activities:
Net loss	$	(353,237	)	$	(308,070	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Operating lease		3,692			2,460
Stock based compensation		5,417			38,500
Amortization of intangible assets		65,866			20,779

Changes in operating assets and liabilities:
Prepaid expense		(50,000	)		-
Accounts payable		(7,699	)		7,699
Accrued interest		6,022			(56	)
Other current liabilities		111,393			145,934
Net cash used in operating activities		(218,546	)		(92,754	)

Cash flows from financing activities:
Proceeds from convertible debt		250,000			-
Debt discount on issuance of convertible debt		(41,971	)
Payments on loan on shareholder		-			(6,482	)
Proceeds from issuance of common stock		-			283,512
Net cash provided by financing activities		208,029			277,030

Net increase (decrease) in cash and cash equivalents		(10,517	)		184,276

Cash – beginning of year		196,623			12,347

Cash – end of year	$	186,106		$	196,623

Supplemental disclosure of cash flow information:
Interest paid	$	14,051		$	146
Taxes paid	$	-		$	-

Non-cash investing and financing activities:
Common Stock issued for intangible assets	$	1,784,000		$	471,000
Common Stock issued for services	$	5,417		$	38,500

~~UNAUDITED~~See ~~CONDENSED~~accompanying ~~STATEMENTS~~financial OFstatements ~~CASH FLOWS~~notes

	Six Months Ended June 30, 2021
Cash flows from operating activities:
Net income (loss)	$(91,652)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Operating lease	834
Stock based compensation	37,500
Changes in operating assets and liabilities:
Accrued interest	(56)
Other current liabilities	31,400
Net cash used in operating activities	(21,974)
Cash flows from financing activities:
Payments on loan from shareholder	(6,482)
Proceeds from issuance of common stock	284,512
Net cash provided by financing activities	278,030
Net increase in cash	256,056
Cash at beginning of period	12,347
Cash at end of period	$268,403
Supplemental disclosure of cash flow information:
Cash paid during the years for:
Interest	$146
Income taxes	$-
Non-cash investing and financing activities:
Common Stock A issued for intangible assets	$471,000
Common Stock issued for services	$37,500
Stock dividend distributed	$0

F-22

Table of Contents

~~See~~1. ~~accompanying~~NATURE ~~unaudited~~OF ~~condensed~~OPERATIONS ~~financial statements notes~~

~~F-17~~Novusterra, Inc., (the “Company”) was incorporated on September 21, 2020 in the State of Florida. The Company began its operation with a plan to build a Rare Earth Element (REE) processing facility to process & refine rare earth material to be used for various purposes.

~~Novusterra~~On ~~Inc~~March 19, 2021 the Company held a special stockholders meeting with the majority approving a resolution to sign two agreements with American Resources Corp (ARC) currently trading on the NASDAQ under the stock symbol “AREC”. The first agreement was to issue ARC 10,000,000 Class B shares and 5,700,000 Class A shares of the Company, comprising 51.14% of ownership and 87.57% of voting power of the Company in exchange for ARC using the Company to build a Graphene Manufacturing Operation using certain technology to which ARC has sublicensed to the Company.

~~Notes~~The second agreement is a Graphene Development Agreement with ARC that provided us with a nonexclusive sublicense from ARC (the “Sublicense”). The Sublicense is for certain patents ARC currently has licensed from Ohio University pursuant to ~~Condensed~~a ~~Financial~~separate ~~Statements~~License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts as a raw material. Pursuant to the agreement, we agreed to raise funds to develop and market Graphene made through this Sublicensed patented technology. Due to this agreement, the Company changed its main operations from a Rare Earth Element Processing Factory to building a manufacturing plant to make Graphene and market it using the patented technology of the Sublicense with ARC. The agreement also provided that the Company and ARC are each entitled to receive fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business activity.

On August 30, 2022, the Company entered into a purchase agreement for the exclusive rights of the above mentioned patented technology which ARC currently has licensed from Ohio University pursuant to the License Agreement relating to the manufacture of Graphene using carbon and carbon byproducts (~~Unaudited~~referred to herein as, “Exclusive Rights”). For the Exclusive Rights, the Company paid ARC an additional 4,000,000 common shares of the Company. Pursuant to the acquisition of the Exclusive Rights, Novusterra is no longer obligated to pay ARC fifty percent (50%) of the operating profits from our Graphene manufacturing and marketing business to ARC.

~~For~~2. ~~Three~~SUMMARY ~~and~~OF ~~Six~~SIGNIFICANT ~~Months~~ACCOUNTING ~~Ended June 30, 2021~~POLICIES

1This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representation of the Company’s management who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United State of America (“GAAP”) and have been consistently applied in the preparation of the financial statements.

~~NATURE~~Basis OFof ~~OPERATIONS~~Presentation and Consolidation

~~Novusterra~~The ~~Inc., (the~~accounting ~~“Company”)~~and ~~was~~reporting ~~incorporated~~policies onof ~~September 21, 2020 in~~ the ~~State of Florida. The~~ Company ~~began~~are ~~its~~in ~~operation~~accordance with ~~a plan~~GAAP, towhich ~~build~~is abased ~~Rare~~on ~~Earth~~the ~~Element~~accrual ~~(REE)~~method ~~processing~~of ~~facility to process & refine rare earth material to be used for various purposes~~accounting.

On March 19, 2021 the Company held a special stockholders meeting with the majority approving a resolution to sign two agreements with American Resources Corp (ARC) currently trading on the NASDAQ under the stock symbol “AREC,” to issue ARC 10,000,000 Class B shares and 5,700,000 Class A shares of the Company, comprising 51.14% of ownership and 87.57% of voting power of the Company in exchange for ARC agreeing to form a joint venture with the Company whereby the Company will receive 50% profits of Graphene manufacturing that ARC owns through the ownership of patented technology and to sublicense the technology to the Company. This agreement will give the rights to ARC to change the Board of Directors. Andrew Weeraratne (AW) will resign from the Chairman positions but will stay on as the CEO/CFO. Upon signing of the agreements, AW converted 11,000,000 Class B shares he owned to Class A shares of the Company.

The second agreement is a Graphene Development Agreement for the Company to raise funds to develop and market Graphene made through ARC owned patented technology. Due to this agreement the Company will change its main operations from Rare Earth Element Processing Factory building to building a manufacturing plant to make Graphene and market them using the patented technology currently owned by ARC. Also, this agreement provides that the Company shares the operating profits from this Graphene manufacturing and marketing business 50% each with ARC.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s unaudited condensed financial statements. The unaudited condensed financial statements and notes are representations of the company’s management who are responsible for the integrity and objectivity of the unaudited condensed financial statements. These accounting policies conform to accounting principles generally accepted in the United State of America (“GAAP”) and have been consistently applied in the preparation of the unaudited condensed financial statements.

Basis of Presentation

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America, which is based on the accrual method of accounting.

Use of Estimates

The preparation of ~~these unaudited condensed~~ financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~unaudited condensed~~ financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates may include, but are not limited to, the estimated useful lives of property and equipment, ~~patent~~patents and ~~trademark~~ trademarks, ~~impairment~~the ofultimate ~~long~~collection ~~lived assets, lease right-~~of~~-use asset~~ ~~depreciation,~~accounts receivable and accrued expenses. Actual results could materially differ from those estimates.

F-18

Advertising Expense

Advertising costs are expensed as incurred. ~~Advertising~~There ~~expense~~were ~~amounted~~no toadvertising $0 expenses for the ~~three~~years ~~and six months~~ ended ~~June~~December 3031, 2022 and 2021.

F-23

Table of Contents

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash on deposit, and money market accounts. The Company considers all deposits with financial institutions and all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at ~~June~~December 3031, 2022 and 2021, and the Company’s balances didn’t exceed federally insured limits of $250,000 at December 31, ~~2020~~2022 and 2021.

Impairment analysis for long-lived assets and intangible assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. The Company ~~had~~has not experienced impairment losses on its long-lived assets and intangible assets during any of the periods presented.

Fair Value of Financial Instruments

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 3 – Inputs include management'’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument'’s valuation.

As of ~~June~~December 3031, ~~2021~~2022 and ~~December 31~~2021, ~~2020,~~ the Company believes that the carrying value of ~~assets~~cash and liabilities approximate fair value due to the short maturity of ~~theses~~these financial instruments. The financial statements do not include any financial instruments at fair value on a recurring or non-recurring basis.

F-1924 Table of Contents

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Convertible Debt

In accordance with ASU 2020-06, Debt-Debt with conversion and other options (Subtopic 470-20) and derivatives and hedging-contracts in entity’s own equity (subtopic 815-40), the Company determines if any convertible debt arrangements exist at inception. In August 2020, the FASB issued the above new accounting standard updates to simply the account for convertible debt and other equity-linked instruments. This new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity will account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method for all convertible instrument in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. This guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2021. The Company has entered into convertible debt arrangements on October 4, 2022 and has recorded and disclosed these arrangements in accordance with the above stated standards.

Leases

In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating leases for the Company’s corporate offices, and warehouse. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the ~~interim unaudited condensed~~ balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for operating leases is included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the ~~interim unaudited condensed~~ statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the balance sheet. The Company recognizes ~~variable~~operating lease ~~expense~~costs ~~for these short-term leases~~ on a straight-line basis over the ~~remaining~~ lease term for short term leases.

Income Taxes

Income taxes include U.S. federal and state income taxes currently payable and deferred income taxes. Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company, recognized deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period of enactment. Deferred income tax expense represents the change during the year in the deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company ~~plans~~filed ~~to file~~ its initial tax return for the period ended December 31, ~~2020~~2021. Management believes that the Company’s income tax filing positions ~~will~~would be sustained on audit and does not anticipate any adjustments that will result in a material change. ~~Therefore,~~ ~~no reserve for uncertain income tax positions has been recorded.~~ The Company’s policy for recording interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.

F-25

Table of Contents

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Related Party Transactions

In accordance with FASB ASC 850 related parties are defined as either an executive, director, or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

Stock-based Compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective service periods of the grantee. Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC ~~No.~~ 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. The WeCompany ~~have~~had no stock-based compensation ~~during~~of ~~the~~$5,417 ~~three~~ and ~~six~~$38,500 ~~month~~for ~~periods~~the years ending ~~June~~December 3031, 2022 and 2021, respectively.

~~F-20~~Recently Adopted Pronouncements

2.• Fair Value Measurements

~~SUMMARY~~In OFAugust ~~SIGNIFICANT~~2018, ~~ACCOUNTING~~the ~~POLICIES~~FASB amended “Fair Value Measurements” to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (~~continued~~1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The guidance is effective for the Company with the Company’s yearly filing for the year ended December 31, 2022 and the Company made the required disclosure changes in this filing and going forward.

~~Recently~~F-26 ~~Issued~~Table ~~Accounting~~of ~~Pronouncements~~Contents

~~Pronouncements~~3. ~~Not~~INTANGIBLE ~~Yet Effective~~ASSETS

●Intangible assets consisted of the following:

Reference Rate Reform

	Effective Date	End Date	December 31, 2022			December 31, 2021
Sub license (Non-Exclusive)	March 31, 2021	August 31, 2038	$	471,000		$	471,000
Sub license (Exclusive)	August 30, 2022	August 31, 3038	$	1,784,000		$	-
Less – accumulated amortization				(86,645	)		(20,779	)
Total intangible assets, net			$	2,168,355		$	450,221

In On March ~~2020~~19, ~~the FASB issued ASU No. 2020-04~~2021, ~~Reference~~ ~~Rate Reform (Topic 848)—Facilitation of~~ the ~~Effects~~Company ofexecuted ~~Reference Rate~~two ~~Reform~~agreements onwith ~~Financial~~ARC ~~Reporting.~~in ~~This~~exchange ~~standard provides optional guidance~~ for a5,233,332 ~~limited~~Class ~~time~~A toshares ~~ease~~of the ~~potential~~Company. ~~burden~~Based ~~in accounting~~on ~~for~~a ~~(or~~recent ~~recognizing~~sale ~~the effects~~ of) ~~reference~~equity ~~rate reform~~at ~~on financial reporting~~$0.09 ~~The~~per ~~amendments~~share, inthese ~~this~~shares ~~standard apply~~were ~~only~~valued toat ~~contracts~~$471,000 and ~~hedging~~

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