Go Green Global Technologies (GOGR) S-1/AIPO registration (amended)

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As filed with the U.S. Securities and Exchange Commission on August 27, 2024

Registration No. 333-276881

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Go Green Global Technologies Corp.

(Exact name of registrant as specified in its charter)

5 Production Drive

Brookfield, CT 06804

(866) 847-3366

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Direct Transfer LLC

One Glenwood Avenue, Suite 1001

Raleigh, NC 27603

(919) 744-2722

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

Copies to:

Ross D. Carmel, Esq.

Shane Wu, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

Telephone: (212) 930-9700

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

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 this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated __________, 2024

PRELIMINARY PROSPECTUS

Go Green Global Technologies Corp.

Up to 11,171,136 Shares of Common Stock

Up to 21,100,000 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to up to 11,171,136 shares of common stock of Go Green Global Technologies Corp., par value $0.001 per share (“Common Stock”), that the selling security holders identified in this prospectus (the “Selling Shareholders,” and each, “Selling Shareholder”) may sell from time to time in one or more transactions in amounts, at prices and on terms that will be determined at the time of the offering. The shares of Common Stock being offered for resale pursuant to this prospectus include up to (i) 3,076,923 shares of Common Stock (collectively, the “Outstanding AJB Shares”) issued to one Selling Shareholder, AJB Capital Investments LLC (“AJB Capital”), in our February 2022 bridge financing round (“2022 Bridge Financing”); (ii) 750,000 shares of Common Stock issued to AJB Capital pursuant to amended terms of pre-funded warrants issued to AJB Capital in our May 2023 bridge financing round; (iii) 7,344,213 shares of Common Stock held by certain Selling Shareholders (such shares, collectively and together with the Outstanding AJB Capital Shares, the “Outstanding Shares”); (iv) 2,500,000 shares of Common Stock issuable upon exercise of our warrants to purchase Common Stock, such warrants issued to AJB Capital in the 2022 Bridge Financing and which are exercisable for five years from issuance, at an exercise price of $0.01 per share (the “2022 Warrants”); (v) 9,600,000 shares of Common Stock, in the aggregate, issuable upon the exercise of warrants issued to certain Selling Shareholders in 2022 and 2023 as compensation for their services and which are exercisable for five years from issuance, at various exercise prices (collectively, “Additional Warrants”); and (vi) 9,000,000 shares of Common Stock issuable upon the exercise of our pre-funded warrants to purchase Common Stock, such pre-funded warrants issued to AJB Capital in our May 2023 bridge financing round and which are exercisable at an exercise price of $0.001 per share (collectively, the “2023 Warrants,” and, together with the 2022 Warrants and the Additional Warrants, the “Warrants,” and the Common Stock underlying the Warrants, the “Warrant Shares”). We issued all of the aforesaid Common Stock and Warrants to the Selling Shareholders in transactions which were not public securities offerings. See the section entitled “Selling Shareholders” herein.

Our registration of the Outstanding Shares and Warrant Shares (collectively, the “Shares”) does not mean that any or all of the Selling Shareholders will offer or sell any of their respective Shares. The Selling Shareholders may sell the Shares registered pursuant to this prospectus on an existing public trading market at prevailing market prices or privately negotiated prices. We will not receive any of the proceeds from such sales of the Shares, except with respect to amounts received by us upon exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all of the commissions and discounts, if any, attributable to its sale of their respective Shares. Each Selling Shareholder may be considered an “underwriter” within the meaning of the Securities Act.

This prospectus describes the general manner in which the Shares may be offered and sold by the Selling Shareholders. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. Any such prospectus supplement may also add, update or change information in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement carefully before you invest. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.

As of the date of this prospectus, management holds 6.34% of the voting power of the Company. Additionally, our Chief Executive Officer, President, and Director, Danny G. Bishop, holds all of the shares of our Series B Preferred Stock, which entitle their holder to 20 votes per share. See “Risk Factors” for a discussion of the risks associated with (i) the significant voting power of our Series B Preferred Stock; and (ii) future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with our incentive plans, acquisitions or otherwise.

Our Common Stock is quoted on the OTCQB under the symbol “GOGR.” The closing price of our Common Stock on August 26, 2024, as reported by the OTC Markets Group Inc. (the “OTC Markets Group”), was $0.07 per share.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.

Neither the U.S. Securities and Exchange Commission (“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 that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus describes the general manner in which the Selling Shareholders may offer, from time to time, up to 32,271,136 Shares held by the Selling Shareholders as described in the cover page of this prospectus. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document.

If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in this prospectus or any prospectus supplement, the statement in that document having the later date modifies or supersedes the earlier statement.

Neither the delivery of this prospectus nor any distribution of Common Stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

Unless the context indicates otherwise, the terms “Go Green,” “Company,” “we,” “us” and “our” in this prospectus refer to Go Green Global Technologies Corp., a Nevada corporation.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our Common Shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

Introduction

We are a technology and manufacturing company based in Brookfield, Connecticut. We own the patented Sonical™ technology (U S. Patent Number 11,634,344 B2), which is designed to render impurities inert in fluids, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology is intended to be installed into existing water supply and fuel consumption systems. The Sonical™ apparatus is designed such that, after installation into an existing water or fuel treatment system, fluid can pass through the electromagnetic field created within the apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.

We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.

Currently, we are in a pre-revenue stage of development. As of the date of this prospectus, we have not launched any of the products discussed herein. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We expect to begin launching certain products approximately between the second and third fiscal quarters of 2024, assuming these products are successfully manufactured and commercialized. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.

The report from our independent registered public accounting firm for the year ended December 31, 2023 includes an explanatory paragraph stating that we have suffered recurring losses from operations and have a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. We have incurred net losses of $787,452 for the six months ended June 30, 2024 and $3,454,183 for the year ended December 31, 2023 and our net capital deficiency was $1,909,231 as of June 30, 2024 and $1,803,754 as of December 31, 2023.

Our Technology and Anticipated Products

The Sonical™ apparatus is the technology supporting and incorporated into all of our water and fuel treatment products. This is a patented technology utilizing pulsed power, which features unique coil design configurations that can create and conduct an electromagnetic field within the Sonical™ apparatus. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders impurities in the fluid inert.

We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling bacterial growth. The Sonical™ products are customizable and easy to install and following installation require little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a less costly and more environmentally sound alternative to conventional methods.

Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.

We intend to have our Sonical™ fuel products tested extensively in private laboratories to evaluate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to evaluate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.

Business Plans

We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. Below are the business lines we expect to launch between the second and third fiscal quarters of 2024, if and when our manufacturing and marketing goals are achieved. Currently, we have prototypes for certain categories of these products and are finalizing their testing and techniques for manufacturing.

Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to increased fuel costs on a global level and increased levels of interest to decrease carbon dioxide emissions.

Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems. We anticipate that the water treatment and descaling product lines will experience slower but more long-term growth compared to the fuel treatment product lines.

We anticipate launching our boiler products and diesel generator products first, anytime between the second and third fiscal quarters of 2024, using our existing distributor networks to target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada. As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small and medium duty trucks, locomotive engines, and maritime vessels markets.

After a year of commercializing and manufacturing these products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base. Within a year from the start of production, we anticipate being able to scale up our product output and generating more demand for our products.

In the long term, we plan to target the maritime industry and the locomotive industry. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.

Industry Overview

We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.

We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.

Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.

According to our internal calculations based on addressable market sizes for various fuel and water treatment products, derived from public data sources and guided pricing from our existing distributor networks, at just 1% of domestic market penetration across the variety of residential, commercial, and industrial applications for our Sonical™ water and fuel treatment technology, there is potential for over $3 billion in annual gross revenue at full-scale operation and production of our products. We calculated gross revenue for each product (“Gross Revenue”) in our water and fuel treatment lines by using the addressable market size of each product (in units of product), approximated from public data sources, multiplied by (i) 1% market penetration and (ii) wholesale pricing based on guided pricing within our existing distributor networks. Then, we added the Gross Revenues for each of our products based on the formula in this paragraph and derived a total gross revenue (“Total Gross Revenue”) of approximately $3 billion. ^[1] In our calculation for Total Gross Revenue, material assumptions included: (i) the addressable market size of each product derived from each public data source was accurate; (ii) the wholesale pricing based on guiding pricing within existing distributor networks are accurate; and (iii) there will indeed be 1% market penetration for our products.    We did not commission any of the industry or market data referenced in this prospectus.

Market and Growth

We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.

According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.^[2] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.

As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.^[3] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,^[4] which thereby increases fuel consumption and costs. We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.

_________________________

^[1] For a list of public data sources which we consulted in arriving at these addressable market sizes, see footnote 1 in “Business – Industry Overview” below.

^[2] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Outlook, Table WFO1, March 2023.

^[3] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023. https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor.

^[4] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699

To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.

In the longer term, we plan to target two other major markets, the maritime industry, and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.

The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer significant revenue potential.

Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.

Competition

With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.^[5] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.

With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer has driven for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.

^[5] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.

Intellectual Property

As of the date of this prospectus, we own the following patents:

As of the date of this prospectus, we have the following trademark applications pending:

Recent Developments

On July 22, 2024, the Company’s Common Stock started trading on the OTCQB.

On July 3, 2024, the Company entered into a Distribution Agreement (“Distribution Agreement”) with CALCLEAR Investments PTY Limited, (“CALCLEAR”) an Australian corporation selling water conditioning products. The term of the Distribution Agreement will last until July 3, 2027, after which the Distribution Agreement will be automatically renewed for an additional three (3)-year term if the Company sells the minimum amount of CALCLEAR’s water treatment products specified in the Distribution Agreement. Pursuant to the Distribution Agreement, the Company will serve as the exclusive North American distributor of certain CALCLEAR water treatment products developed using CALCLEAR’s patented technology and related products manufactured or marketed by CALCLEAR during the term of the Distribution Agreement. Certain individuals identified in “Item 15 – Recent Sales of Unregistered Securities” will receive Common Stock as consideration for CALCLEAR ’s entry into the Distribution Agreement. CALCLEAR will also receive value in the form of royalty payments as consideration pursuant to the Distribution Agreement. The Distribution Agreement is filed as Exhibit 10.7.

On June 3, 2024, we filed the Certificate of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $2,000,000 or more; and (ii) the holders of Series A Preferred Stock have liquidation rights senior to holders of Common Stock.

On May 29, 2024, we filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order.

On May 6, 2024, we filed the Certificate of Amendment to the Articles of Incorporation, which increased our authorized capital stock to 525,000,000 and our authorized Common Stock to 500,000,000. The Certificate of Amendment to the Articles of Incorporation is filed as Exhibit 3.11.

^[6] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us pursuant to the APA (as defined below). We were the applicant for this patent.

^[7] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries, which list of countries can be accessed here: https://www.wipo.int/pct/en/pct_contracting_states.html.

^[8] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.

^[9] Goods associated with trademark as claimed in this application: Fluid treatment apparatus for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields.

^[10] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.

^[11] This trademark application (the “Pending U.S. Trademark”) has been suspended by the USPTO. The Canadian trademark for application number 2095183 (the “Pending Canadian Trademark”) was filed prior to the Pending U.S. Trademark. Pursuant to the Paris Convention for the Protection of Industrial Property, subsequent applications can be filed within six months of the Pending Canadian Trademark application and claim the benefit of the Canadian filing date. In order for the priority date of the Pending Canadian Trademark to apply for the Pending U.S. Trademark, the Pending Canadian Trademark must first be registered. Since the Pending Canadian Trademark is still under review, the suspension on the Pending U.S. Trademark will continue until the Pending Canadian Trademark is registered.

On February 16, 2023, we entered into that certain First Amended and Restated Asset Purchase Agreement with Salvatore Mario Pandolfo (“Pandolfo,” and the aforesaid agreement, the “2023 APA Amendment”), which amended and restated that certain Asset Purchase Agreement between the Company and Pandolfo dated May 2017 (the “APA”) to reflect (i) Pandolfo’s finalization of sale to us of all of the assets of the water and fuel treatment business of his entity, Sonical s.r.l., an Italian company (the “Purchased Assets”), which Purchased Assets includes, among other things, the intellectual property rights supporting the Sonical™ technology, (ii) Pandolfo’s transfer of all of the intellectual property associated with the Purchased Assets, and (iii) Pandolfo’s delivery of certain Sonical™ testing units to us. A copy of the 2023 APA Amendment is filed as Exhibit 10.3 to this registration statement. The APA is filed as Exhibit 10.1 to this registration statement. The Amendment to the Asset Purchase Agreement dated June 2019 (the “2019 APA Amendment”) is filed as Exhibit 10.2 to this registration statement, which, among other things, amended certain terms in the APA regarding our consideration for the Purchased Assets. The 2023 APA Amendment superseded the terms of the 2019 APA Amendment and the Asset Purchase Agreement in their entirety.

On April 25, 2023, the USPTO issued Patent Number 11,634,344 to us for our proprietary Sonical™ technology.

On September 9, 2022, we submitted a Patent Cooperation Treaty application for international patent registration for our Sonical™ technology. The application was published on March 16, 2023.

Corporate History

We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are currently in good standing with the State of Nevada.

We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).

Summary of Risk Factors

Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled “Risk Factors” in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties described under the section titled “Risk Factors” as part of your evaluation of an investment in our securities:

RISK FACTORS

Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Stock could decline, and investors in our securities may lose all or part of their investment.

Risks Related to Our Business and Operations

Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably.

To date, we have not generated any revenue from our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We plan to launch our products approximately between the second and third fiscal quarters of 2024, but we cannot assure that our products will indeed launch as planned, within the expected timeframe, or even after they launch will generate revenue. Many factors could affect our profitability, including but not limited to costs of production, consumer reception to our products, unpredictable market conditions, amongst others, as well as unforeseen events. There is a possibility that we may never generate revenue or generate adequate revenue to operate profitably or continue as a going concern.

Additionally, we currently have a contractual obligation with Dr. Pandolfo, the inventor of the Sonical™ devices, which requires us to remit payment to Dr. Pandolfo if sales of our products reach a certain threshold. If Dr. Pandolfo does not waive this payment and we do not generate enough revenue to compensate for payment made to Dr. Pandolfo, there is a risk that this would disrupt our ability to continue as a going concern or negatively impact our financial performance.

We cannot assure that we will launch any or all of our products.

Although we plan to launch many of our products after intensifying their manufacture and successfully marketing them, we cannot provide assurance that we will launch our products within the estimated time frames, will launch the products set forth in this prospectus, or launch any products at all. Additionally, certain products, such as our planned residential water treatment devices, are contingent on us scaling up our product output and generating more demand for them, and there is no assurance that these events may take place. The water and fuel treatment products featuring our Sonical™ technology are our core revenue source and if we do not launch any or all of them or manufacture and sell them at adequate levels, we will be at significant risk of failing to operate profitably and continue as a going concern.

Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that our products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad.

We do not know of any legal requirements for the products in our anticipated fuel and water treatment lines to undergo laboratory testing or certification prior to launch, and we have not consulted regulatory counsel in this regard. Sichenzia Ross Ference Carmel LLP is acting only as our securities law counsel with respect to the registration of the Shares pursuant to this prospectus and not as our regulatory counsel in any capacity, especially with respect to our legal compliance obligations as to our products.

For the majority of our products, we plan to obtain UL Solutions (“UL”) and European Conformity (“CE”) certifications for our products and complete laboratory testing following their launch. Within our manufacturing facility in Brookfield, Connecticut, we have a full setup for quality control of our products prior to launch, but this setup addresses product functioning, not their efficacy, efficiency, and safety, especially compared to other products on the market. Even after obtaining results from laboratory tests and certifications, including UL and CE certifications, we can offer no assurance that our products will be free from third party product liability claims. If these third parties bring product liability claims against us, we will have to divert additional resources to address them. This may result in financial and reputational harm to our business, especially if we do not prevail against such claims.

Our financial projections may differ materially from actual results.

The financial projections included in this prospectus are based on our estimates and assumptions as of the date of this prospectus concerning various factors which are subject to significant risks and uncertainties, many of which are beyond our control. Therefore, our actual results may differ materially from financial projections.

Significantly, we state in the “Industry Overview” subsection that at just 1% of domestic market penetration, there is potential for over $3 billion in annual gross revenue at full-scale operation and production of our products. This figure is dependent on certain material assumptions being true, including that: (i) the addressable market size of each product derived from each public data source was accurate; (ii) the wholesale pricing based on guiding pricing within existing distributor networks are accurate; and (iii) there will indeed be 1% market penetration for our products. Actual annual gross revenue for our anticipated products could be significantly less than $3 billion and we cannot provide any assurance that our anticipated products will garner the market acceptance necessary to reach hypothetical domestic market penetration levels.

These estimates and assumptions are subject to various factors beyond our control, including, for example, changes in customer demand, increased costs and price stability in our supply chain, increased labor costs, changes in the regulatory environment, the impact of global health crises (including the COVID-19 pandemic and COVID-19 variants) and changes in our executive team. Accordingly, our future financial condition and results of operations may differ materially from our projections. We do not have any duty to update the financial projections included in this prospectus. Our failure to achieve our projected results could harm the trading price of the Common Stock and our financial position.

We operate in an industry that is still relatively new and subject to many uncertainties.

Our business operates in the “clean-tech” or “green-tech” manufacturing space, which is a relatively new, emerging sector. As such, this sector faces many uncertainties, including, amongst others, technological and financial ones. New technologies may emerge in this field with unexpected costs required to further develop and/or implement them. New market participants may also emerge in this sector which we cannot anticipate. While this sector is forecasted to grow, there is no guarantee that it will, at a level that will benefit our business, or even if it grows, we cannot assure that our business will operate profitably in spite of favorable market conditions in this industry.

Our products incorporate pulsed power technology, which applications have yet to be widely accepted.

The Sonical™ apparatus we incorporate into all of our fuel and water treatment products operates on pulsed power technology, in which the energy stored within a generated electromagnetic field is released over a short period of time to render inert unwanted elements in fluids. We cannot be certain as to the pace of development of and/or improvements in pulsed power technology applications over time, especially for fuel and water treatment. Increased scientific development of this technology and applications for fuel and water treatment may contribute to an increased number of market participants offering efficient products within the clean-tech manufacturing sector. This may limit our competitive position and adversely affect our financial performance. Unanticipated issues or consequences of applying pulsed power technology could also arise over time which could have an adverse impact on our product development and financial performance.

We cannot assure that there will be positive consumer reception or adequate consumer demand for our products.

While we believe in our fuel and water treatment products’ ability to provide more cost-efficient and environmentally friendly solutions than the ones currently available on the market, we cannot guarantee that these are the ultimate impacts our products will have. Consumers of our products may not receive our products favorably or favorably enough for us to generate profit. If our products are not found to generate the results we believe they can provide, or if they do not our business may suffer reputational and/or monetary harm.

We may fail to maintain a competitive position within our market sector.

The profitability of our business, like others, is subject to general economic conditions, competition, the desirability of particular products, the relationship between supply of and demand for particular technological devices, and other factors. While we operate in a market with few competitors, there are some companies that offer a similar product to ours in one arena of our addressable market which may be further along in operations and better funded than we are. Furthermore, there may be additional competitors outside of our knowledge, who may have a stronger competitive position in the market than we anticipated. Our continued success will depend, in large part, upon our ability to compete in areas such as cost, quality, and effectiveness of the treatments offered. Our operational and growth prospects also depend on the strength and desirability of our product and our ability to address the market for our products favorably. Our commercial opportunities may be reduced or eliminated if a competitor emerges and develops and markets products that are less expensive, more effective than our products, or gains greater consumer reception than our products do. There is no assurance that we can maintain a robust competitive position in our market sector, and if we fail to do so, we may fail to operate profitably, and our financial performance may be negatively impacted.

Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business.

We may experience increases in manufacturing and distribution costs or an interruption in our distribution networks or supplies for the manufacturing of our products. Any such an increase or interruption could materially and negatively impact our business, prospects, financial condition and operating results by affecting our product output and subsequently sales. Especially, reliable distributor networks are crucial to our product output and disruptions therein will negatively impact our business operations and financial performance. Various market conditions such as inflationary pressures could also increase the costs in manufacturing and/or distribution costs associated with our products and could adversely affect our business and operating results. Such price increases will also increase our operating costs and could reduce our margins (assuming we generate any) if we cannot recoup the increased costs through increased prices for our product lines.

Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results.

We depend on our employees and operations teams to assist in manufacturing and distributing our products. We rely on access to a competitive, local labor supply, including skilled and unskilled positions, to operate our business consistently and reliably. Any labor shortage and/or any disruption in our ability to hire workers may negatively impact our operations and financial condition. If we experience a sustained labor shortage, we may need to increase wages to attract workers, which would increase our costs of production. Furthermore, if our operating costs increased, including due to inflationary pressures, we may be unable to pass those increased costs on to our customers. If we are unable to do so, any profit margin we generate in the future (if any) will decline, and our financial results will be negatively impacted.

We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business.

If we lose members of our senior management, we may not be able to find appropriate replacements on a timely basis, and our business could be materially and adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of certain key individuals, including Danny Bishop, our President and Chief Executive Officer (CEO), Corrine Couch, our current Chief Operating Officer (COO) and Director, Dennis Beckert, an independent director, and John Eric D’Alessandro, Jr., a Director on the Board and Director of Manufacturing. If we were to lose any of these senior officers or Directors, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially and adversely affected. Furthermore, we do not have key person life insurance policies on such individuals and must bear sole financial risk of the departure of such management team members.

In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We could also experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we fail to attract new personnel, or fail to retain our current personnel, our business and future growth prospects could be severely harmed.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we continue to develop our business. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be averse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Our performance may be negatively impacted by general and regional economic volatility or an economic downturn.

An overall decline in economic activity could adversely impact our business and financial results, and the severity and/or duration of such declines are hard or impossible to predict. Economic uncertainty may reduce end user spending on water and fuel treatment products. Inadequate demand for our products will result in decreased revenue and worsen our financial performance.

Unforeseen or unavoidable events or market conditions may negatively impact our financial performance.

Our ability to increase sales, and to profitably sell our products, is subject to a number of risks, including changes in our business relationships with various service providers, competitive risks such as the entrance of additional competitors into our markets, pricing and other competitive risks associated with the development and marketing of new products in order to remain competitive and risks associated with changing economic conditions and government regulation. Global health crises or catastrophes may occur in the future which drive down the demand for our products and adversely affect our business operations and financial performance.

We cannot control global events or market factors which affect the demand for our products and the revenue we generate from sales of our products. Therefore, our financial performance may be negatively impacted by events which we may not foresee or adequately prepare for.

Our business may be negatively affected by new or changing government regulations, particularly by the Environmental Protection Agency (EPA) and other state and federal bodies.

Our products incorporate pulsed power technology, using electromagnetic wavelengths to break down organic material found in fuel to increase fuel efficiency and to eliminate compounds in water such as the minerals known to cause scale build-up and the presence of microorganisms such as bacteria. While this technology has been around for a number of years and the various electromagnetic wavelengths used are not necessarily subject to any regulation, any changes in regulations that might impact their use in commercial products may negatively impact our ability to sell our equipment into the market, reduce our earnings, increase our costs and compliance requirements. Our financial performance may be negatively impacted as a result.

Risks Related to Our Intellectual Property

Our ability to protect our intellectual property and proprietary technology is uncertain.

While the patent supporting the Sonical™ has been issued in the U.S. and we have filed an international patent application for this technology under the Patent Cooperation Treaty, the potential for the patent to be rendered unenforceable or to be challenged does exist. Furthermore, the scope of the subject matter in the patent applications for different patent offices of different countries varies and might be restricted by varying amounts in the final patents, if any, issued to us by the various patent offices. We cannot guarantee that the scope of coverage of any patent issued to us will be exactly the same in each of the jurisdictions where we have already filed, or will file, patent applications. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, even if issued, may be challenged, invalidated or circumvented. U.S. patents and patent applications may also be subject to interference or derivation proceedings, and U.S. patents may be subject to inter partes review, post grant review and ex parte reexamination proceedings in the U.S. Patent and Trademark Office (and foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent office), which proceedings could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. Similarly, opposition or invalidity proceedings could result in loss of rights or reduction in the scope of one or more claims of a patent in foreign jurisdictions. Such interference, inter partes review, post grant review and ex parte reexamination and opposition proceedings may be costly. Accordingly, rights under any issued patents may not provide us with sufficient protection against competitive products or processes.

Moreover, we have a pending trademark application at the USPTO but there is no guarantee that our trademark application will be approved. Even if approved, the scope of protection afforded by the trademark may not be sufficiently broad.

If we are unable to obtain and maintain patent or other intellectual property protection for our product, or if the scope of the patent and other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any products we may develop as well as our financial performance may be adversely affected. 

Patent terms are limited, and we may not be able to effectively protect our devices and business.

Patents have a limited lifespan. In the United States, the natural expiration of a utility patent is generally 20 years after its effective filing date and the natural expiration of a design patent is generally 14 years after its issue date, unless the filing date occurred on or after May 13, 2015, in which case the natural expiration of a design patent is generally 15 years after its issue date. Various extensions may be available; however, the life of a patent, and the protection it affords, is limited. Without patent protection for our products and services, we may be open to competition. Further, if we encounter delays in our development efforts, the period of time during which we could market our products and services under patent protection would be reduced and, given the amount of time required for the development, testing and regulatory review of planned or future products, patents protecting such products may expire before or shortly after such products are commercialized. As a result, our intellectual property might not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we license or own, currently or in the future, are issued as patents, they may not be issued in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents that we own may be challenged, narrowed, circumvented or invalidated by third parties. Consequently, we cannot guarantee that our products or other technologies will be protectable, or will remain protected, by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, and results of operations.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices.

Our success is heavily dependent on our proprietary Sonical™ technology, the intellectual property rights protecting it, as well as any future intellectual property we own, particularly patents. Obtaining and enforcing patents involves both technological and legal complexity. Therefore, obtaining and enforcing patents is costly, time-consuming and inherently uncertain. In addition, the U.S. has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our devices and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

We employ individuals who previously worked with other companies. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad. 

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United States and/or other countries. We may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our patent rights, allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, we may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a non-United States (non-US) patent office, that challenge our priority of invention or other features of patentability with respect to our patents and patent applications. Such challenges may result in loss of patent rights, in loss of exclusivity, or in patent claims being narrowed, invalidated or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology or products. Such proceedings also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us.

In addition, if we initiate legal proceedings against a third party to enforce a patent covering our products, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including failure to constitute patent eligible subject matter, lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution. Third parties may also raise claims challenging the validity or enforceability of our patents before administrative bodies in the United States or in other countries, even outside the context of litigation, including through re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings and equivalent proceedings in non-US jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to our patents in such a way that they no longer cover our products. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we or the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products. Such a loss of patent protection would have a material adverse effect on our business, financial condition, and results of operations. 

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. 

Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our patents and applications. The USPTO and various non-U.S. government agencies require compliance with several procedural, documentary, fee payment, and other similar provisions during the patent application process. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in the abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on our business, financial condition and results of operations. 

Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations. 

Filing, prosecuting, and defending the patents supporting our products in all countries throughout the world would be prohibitively expensive, and the laws of other countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement may not be as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. 

Many companies have encountered significant problems in protecting and defending intellectual property rights in non-U.S. jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in non-U.S. jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and at risk of not being issued, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate to enforce our patent rights, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license and may adversely impact our financial performance. 

Finally, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such a patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition and results of operations may be adversely affected. 

Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be adversely impacted.

In addition to seeking patent protection for our products, we also rely upon unpatented trade secrets, know-how, and continuing technological innovation to develop and maintain a competitive position in the marketplace. We seek to protect such proprietary information, in part, through non-disclosure and other confidentiality agreements with our employees, collaborators, contractors, advisors, consultants and other third parties and invention assignment agreements with our employees. We also have agreements with some of our consultants that require them to assign to us any inventions created as a result of their working with us. The consultant confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties.

Ultimately, however, we cannot guarantee that we have entered into such agreements with every party that has or may have had access to our trade secrets or proprietary information. Additionally, despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing, or unwilling, to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to, or independently developed by, a competitor or other third party, our competitive position would be materially and adversely harmed.

We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and we may not immediately have adequate remedies for any breach. To the extent that our employees, consultants, contractors, or collaborators use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions, which could have a material adverse effect on our business, financial condition, and results of operations.

We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture, and commercialization of one or more of our products.

We may be subject to claims that current or former employees, collaborators, or other third parties have an interest in our patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, inventorship disputes may arise from conflicting obligations of employees, consultants, or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship of our patents, trade secrets, or other intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our products. Third-party claims of intellectual property infringement, misappropriation or other violation against us or our collaborators may prevent or delay the sale and marketing of our products. If we were to lose exclusive ownership of such intellectual property, other owners may be able to license their rights to other third parties, including our competitors. We also may be required to obtain and maintain licenses from third parties, including parties involved in any such disputes. Such licenses may not be available on commercially reasonable terms, or at all, or may be non-exclusive. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of our products. The loss of exclusivity or the narrowing of our patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

The cleantech industry we operate in is highly competitive and dynamic. Due to the focused research and development that is taking place by several companies, including us and our competitors, in this field, the intellectual property landscape is in flux, and it may remain uncertain in the future. As such, we could become subject to significant intellectual property-related litigation and proceedings relating to our or third-party intellectual property and proprietary rights.

Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities.

Third parties, including our competitors, may currently have patents, or obtain patents in the future, and claim that the manufacture, use, or sale of our products infringes upon these patents. We have not conducted an extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed, or could not be filed or issued. In addition, because patent applications can take many years to issue, and because publication schedules for pending applications vary by jurisdiction, there may be applications currently pending of which we are unaware, and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication of a patent application and issuance of a patent, there may be published patent applications that may ultimately issue with claims that we infringe. As the number of competitors in our market grows and the number of patents issued in this area increases, the possibility of patent infringement claims against us escalates. Moreover, we may face claims from non-practicing entities (“NPEs”), entities which own patents but do not practice the patented invention, have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. Third parties, including NPEs, may in the future claim that our products infringe or violate their patents or other intellectual property rights. 

If any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability, or priority. A court of competent jurisdiction could hold that these third-party patents are valid, enforceable, and infringed by our products. In order to successfully challenge the validity of any such U.S. patent in federal court, we would need to overcome a presumption of validity. As this evidentiary burden is a high one, requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction would invalidate the claims of any such U.S. patent. If we are found to infringe third-party patents, and we are unsuccessful in demonstrating that such patents are invalid or unenforceable, such third parties may block our efforts to commercialize the applicable products or technology unless we obtain a license to employ the technology or subject matter described by such patents, or until such patents expire or are finally determined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license could obligate us to pay significant license fees and/or royalties, and the rights granted to us might be non-exclusive, which might result in our competitors gaining access to the same technology. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable terms, or at all, we may be unable to commercialize our products, or such commercialization efforts may be significantly delayed, which could in turn significantly harm our business. If we are found liable for infringing on third party patents, our business may suffer reputational and financial harm. These harmful effects may be more pronounced for us as a small company.

If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. 

Our trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners and customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners of other trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names or other intellectual property may be ineffective, could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, and results of operations.

Risks Related to Ownership of our Common Stock

This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTCQB will decrease.

This registration statement is being filed to offer liquidity to the Selling Shareholders, who are our existing security holders and security holders who have rights to the Common Stock underlying warrants previously issued to them in our previous financing rounds. This is not an initial public offering of stock to investors at large, and there is not a fixed number of securities available for sale. Each Selling Shareholder may offer, sell or distribute all or a portion of his, her or its Shares publicly or through private transactions at prevailing market prices or at negotiated prices, or choose not to sell any or part of the Shares at all. Given the Selling Shareholder’s discretion in this regard, a reader should not expect a guaranteed ability to purchase any of the Shares registered hereunder. We disclaim any responsibility for causing the Selling Shareholder to sell to any person reading this registration statement and offer no assurance as to how many Selling Shareholders will decide to sell their Shares. The reader should be advised that if, alternatively, a large number of Selling Shareholders sell their Shares or there is a public perception that a large number of Selling Shareholders may sell their Shares, the public price of our Common Stock on the OTCQB may decrease in value.

Our Common Stock is currently thinly traded on the OTCQB and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile.

An active market for our shares of Common Stock may never develop. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of Common Stock. An inactive market may also impair our ability to raise capital by selling our shares of Common Stock, our ability to motivate our employees through future equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of Common Stock as consideration. We can offer no assurance that the public price of our Common Stock will cease to be volatile, as there are many factors which affect the public price which are beyond our control. These factors include, without limitation:

In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation against companies following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTCQB.

Following the effectiveness of this registration statement, the Shares may be sold on the OTCQB. Our other existing shareholders may also sell their shares in the Company in accordance with an available securities exemption or successful registration. There can be no assurance that the Selling Shareholders will not sell all of the Shares, which may cause a substantial decline in the price of our Common Stock on the OTCQB. There is also no assurance that the Selling Shareholders will sell all of their Shares on the OTCQB. Institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of our Common Stock in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient amount of Common Stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Stock, the market for our Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Stock. Conversely, if there is a lack of market demand for our Common Stock, the trading price of our Common Stock could decline significantly and rapidly on the OTCQB. Furthermore, the decision by our Directors and officers, who retain significant ownership of our Common Stock, to sell, or refrain from selling, shares of Common Stock from time to time, could impact the market supply and trading volumes of our Common Stock, thereby affecting market prices and creating additional volatility. This impact will increase if the percentage of shares sold by non-affiliated shareholders of the Company decreases from time to time. Therefore, an active, liquid and orderly trading market for our Common Stock may not initially develop or be sustained, which could significantly depress the public price of our Common Stock and/or result in significant volatility, which could affect an investor’s ability to sell their shares of Common Stock.

You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with future adopted incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Our Articles of Incorporation authorizes us to issue up to 525,000,000 shares of Common Stock and up to 25,000,000 shares of preferred stock. We could issue a significant number of shares of Common Stock in the future in connection with investments or acquisitions. In the future, we may also adopt one or more incentive plans which will provide for the issuance, pursuant to the terms and subject to the conditions set forth in any plan as adopted, of long-term incentive compensation which may take the form of options, restricted stock units or other securities. Any of these issuances could dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our Common Stock.

We currently have 4,200,000 shares of Series A Preferred Stock issued and outstanding and 3,000,000 shares of Series B Preferred Stock issued and outstanding. The future issuance of shares of preferred stock with voting rights (whether equal or disproportionate) may adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our Common Stock. Our Series B Preferred Stock entitle their holders to 20 votes per share held. Therefore, future sales of Series B Preferred Stock, if such sales shall occur, would significantly dilute the voting power of the Common Stockholders even more so than future sales of Series A Preferred Stock or sales of Common Stock. Expectations of such sales or future sales of preferred stock and our Series B Preferred Stock especially could lower our stock price.

The future issuance of shares of preferred stock with dividend rights, liquidation preferences, conversion rights (in the case of our Series A Preferred Stock and other series of preferred stock we may authorize in the future which have conversion rights) or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive. For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion price of the Series A Preferred Stock (other series of preferred stock we may authorize in the future which have conversion rights) because the holders of such preferred stock would effectively be entitled to own Common Stock upon a qualified securities offering or at a lower conversion price, causing economic dilution to the holders of Common Stock.

Additionally, we have a history of issuing our Common Stock as compensation to officers, employees, and consultants. Continued issuance of Common Stock or securities exercisable for or convertible into capital stock of the Company may have a dilutive effect on holders of our Common Stock and other equity securities.

Our Series B Preferred Stock entitles its holders to 20 votes per share and all currently issued and outstanding shares of such stock are held by our Chief Executive officer, President, and Director, Danny G. Bishop, or 62% of the Company’s voting power. Minority shareholders will have no say in the Company’s policies or corporate matters and future issuances of Series B Preferred Stock will dilute their voting power and may lower the perceived value of our Common Stock.

Our Series B Preferred Stock entitles its holders to 20 votes per share. Therefore, future sales of Series B Preferred Stock, if such sales shall occur, will significantly dilute the voting power of the Common Stockholders, to a greater extent than future sales of Series A Preferred Stock or sales of Common Stock. Expectations of such sales or future sales of preferred stock and our Series B Preferred Stock especially could lower our stock price. Additionally, as of the date of this prospectus, our Chief Executive Officer, President, and Director, Danny G. Bishop, is the sole shareholder of the Series B Preferred Stock, or 62% of the voting power of the Company, which enables him to exert significant influence over the Company’s policies or any other corporate matter, including the election of directors; changes to the Company’s governance documents (with limited exceptions); the expansion of any employee equity or option pool; any merger, consolidation, sale of all or substantially all of our assets; or any other major action requiring stockholder approval. Therefore, minority shareholders will have no say in the Company’s policies or corporate matters. This fact may also lower the perceived value of our Common Stock and subsequently its trading price.

We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. Therefore, we do not intend to pay any dividends to holders of our Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends under our loan agreements or otherwise. As a result, if the Board does not declare and pay dividends, the capital appreciation in the price of our Common Stock, if any, will be your only source of gain on an investment in our Common Stock, and you may have to sell some or all of your Common Stock to generate cash flow from your investment.

We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it.

If we need to raise additional capital in the future for any reason, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings may result in additional dilution to holders of the common stock. For instance, debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital, or declaring dividends, or which impose financial covenants on us that limit our ability to achieve our business objectives. Additionally, if we enter into secured debt arrangements, we could be required to dispose of material assets or operations to meet our debt service and other obligations, which could negatively impact the business or cause the business to be discontinued. If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives and be unable to continue operating as a going concern.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.

We expect the trading market for our Common Stock to be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline and our Common Stock to be less liquid. Moreover, if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, or if our results of operations do not meet their expectations, our stock price could decline.

We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by shareholders, which could harm our business and adversely affect the market price of our Common Stock.

We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) (the last day of the fiscal year following the fifth anniversary of becoming a public company). As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.

We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.

For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies, such as providing only two years of audited financing statements. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

Provisions in our Articles of Incorporation and Bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.

Our Articles of Incorporation and Bylaws contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our shareholders. For example, the Articles of Incorporation currently authorizes our Board, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which shareholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the ability of shareholders to approve transactions that they may deem to be in their best interests.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS AND THE VALUE OF OUR COMMON STOCK.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements”. Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

MARKET DATA

Market data and certain industry data and forecasts used throughout this prospectus were obtained from market research, publicly available information, reports of governmental agencies and industry publications. There is no guarantee for the accuracy and completeness of information we obtained from such sources. In addition, we cannot be certain as to all assumptions which were used by third parties to prepare the data we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors.” We did not commission any of the industry or market data referenced in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Shares by the Selling Shareholders (See “Selling Shareholders”) under this prospectus (and/or their respective pledgees, donees, transferees, distributees, or other successors in interest that receive such Shares as a gift, partnership distribution or other non-sale related transfer), which includes up to 11,171,136 Outstanding Shares and 21,100,000 Warrant Shares. We will, however, bear the costs incurred in connection with the registration of the Shares. We will also receive payment from AJB Capital’s exercise of the 2022 Warrants and certain Selling Shareholders’ exercise of the AGES Warrants. We have received proceeds from AJB Capital’s purchase of the 2023 Warrants prior to the registration of the Common Stock underlying the 2023 Warrants and as such, these proceeds will not be included as part fee calculations for the filing of this registration statement. If all of the 2022 Warrants and Additional Warrants are to be exercised in cash at their respective exercise prices, we would receive gross proceeds of approximately $25,000, and approximately $557,000, respectively, and a total of approximately $582,000 in proceeds from the Warrants’ exercise. We cannot predict when or if the Warrants will be exercised or when. It is possible that the Warrants will expire before their exercise period and that they may never be exercised.

DIVIDEND POLICY

Since our inception, we have not paid any dividends on our capital stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained for use in the development and operation of our business. In the future, our Board may decide, at its discretion, whether dividends may be declared and paid to holders of our Common Stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the notes to those statements included elsewhere in this Registration Statement on Form S-1. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under ‘‘Risk Factors,’’ our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Corporate History

We were originally incorporated in Nevada on February 22, 2006 under the name Photomatica, Inc. On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” On March 5, 2012, we changed our name to Go Green Global Technologies Corp., our current name. We are currently in good standing in the State of Nevada as of the date hereof.

We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).

Business

We are an innovative, publicly traded U.S. company that aims to provide proprietary disruptive technology for use in the water and fuel industries for both commercial and consumer segments of these markets. We intend to provide solutions worldwide through our patented Sonical™ apparatus, which is designed to be utilized for both non-chemical water treatment and fuel combustion applications. Such applications include industrial, automotive, transportation, maritime and railway industries. We are a pioneer and leader in the emerging pulsed power technology sector. Since inception, we have focused on technologies that lead to a cleaner and more efficient planet. We are still currently in a pre-revenue stage of development and have yet to launch products integrating our Sonical™ technology.

Results of Operations

The following table summarizes our results of operations for the periods presented:

Revenue

We did not generate any revenue in the six months ending on June 30, 2024 and 2023.

We did not generate any revenue in the fiscal year ending on December 31, 2023 (the “2023 Fiscal Year”) and the fiscal year ending on December 31, 2022 (the “2022 Fiscal Year”).

Operating Expenses

Our operating expenses for the six months ending on June 30, 2024 were $375,405, compared to $925,033 for the six months ending on June 30, 2023, representing a decrease of $549,628.

Our operating expenses for the 2023 Fiscal Year and 2022 Fiscal Year were $1,596,498 and $2,298,292, respectively, representing a decrease of $701,794.

General and administrative expenses for the six months ending on June 30, 2024 were $374,059, compared to $298,619 for the six months ending on June 30, 2023, representing an increase of $75,440. This increase is attributable to an increase in accounting and legal fees, partially offset by a decrease in stock-based compensation, rent expense, and payroll costs.

General and administrative expenses were $798,809 for the 2023 Fiscal Year, compared to $2,291,645 for the 2022 Fiscal Year, representing a decrease of $1,492,836. This decrease is attributable to our 2022 financings and the relaunch of our business operations in the 2022 Fiscal Year. During the 2022 Fiscal Year, we incurred greater finance fees, consulting fees, payroll fees, office supply expenses, and other startup costs as compared to the 2023 Fiscal Year. During the 2023 Fiscal Year, finance fees decreased by $123,851, consulting fees decreased by $12,000, payroll fees decreased by $66,000, and office supply expense decreased by $57,923.

Research and development expenses for the six months ending on June 30, 2024 was $0, compared to $625,000 for the six months ending on June 30, 2023, representing a decrease of $625,000. The decrease is primarily due to the expense recognized in the six months ending on June 30, 2023 in connection with the 2023 APA Amendment, when the Company acquired certain patents and the “know-how” required to perform its manufacturing processes.

Research and development expenses were $795,000 for the 2023 Fiscal Year, compared to $0 for the 2022 Fiscal Year. The increase is primarily due to the expense recognized in connection with the 2023 APA Amendment when the Company acquired certain patents and the “know-how” required to perform its manufacturing processes.

Depreciation expenses were $1,346 for the six months ending on June 30, 2024, compared to $1,414 for the six months ending on June 30, 2023, representing a decrease of $68.

Depreciation expenses were $2,689 for the 2023 Fiscal Year, compared to those for the $6,647 for the 2022 Fiscal Year, representing a decrease of $3,958 and such decrease was mainly attributed to a decrease in property and equipment and no major capitalized purchases in the 2023 Fiscal Year.

Other Expenses

For the six months ending on June 30, 2024, we incurred other expenses of $412,047. For the six months ending on June 30, 2023, we incurred other expenses totaling $730,930, representing a decrease in expense quarter over quarter of approximately $318,883.

For the six months ending on June 30, 2024 and 2023, our interest expenses were $448,618 and $610,930, respectively. This decrease in interest expenses is attributable to a greater number of warrants and shares of stock issued during the six months ended June 30, 2023 as compared to the corresponding period in 2024.

For the six months ending on June 30, 2024, we incurred a gain on extinguishment of debt of $36,571, as compared to a loss on extinguishment of $120,000 for the six months ending on June 30, 2023 as a result of debt settlement in both periods and a number of stock and stock value issued for extinguishment of promissory notes during the six months ended June 30, 2024.

For the 2023 Fiscal Year, we incurred other expenses of $1,857,685. For the 2022 Fiscal Year, we incurred other income totaling $1,154,948, representing a decrease in other income (expense) year over year of approximately $(3,012,633).

For the 2023 Fiscal Year and the 2022 Fiscal Year, our interest expenses were $1,737,685 and $303,937, respectively. This significant increase in interest expenses is due to the amortization of debt discount on warrants and shares of common stock issued during the year ended December 31, 2023.

For the 2023 Fiscal Year we incurred a loss on extinguishment of debt of $120,000, as compared to a gain of $1,423,023 for the 2022 Fiscal Year.

Net Loss

For the six months ending on June 30, 2024, we had a net loss of $787,452, compared to $1,655,963 for the six months ending on June 30, 2023. The reason for the decrease quarter over quarter is a large decrease in research and development expenses, coupled with a decrease in interest expense.

For the 2023 Fiscal Year, we had a net loss of $3,454,183 compared to net loss of $1,143,344 for the 2022 Fiscal Year. The reason for the decrease from the 2022 Fiscal Year to the 2023 Fiscal Year was a significant increase in interest expense as well as a decrease in gains from debt settlements partially offset by a decrease in operating expenses of $701,794.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

To date we have financed our operations through sales of common stock and the issuance of debt and warrants.

Our ability to continue as a going concern depends on continued financial support from management, its ability to identify future investment opportunities and obtain the necessary debt or equity financing as well as its ability to generate profit from future operations. We do not currently have sufficient cash on hand to cover our operating expenses and as such will continue to raise capital through the sale of stock and notes. We have produced several prototype devices for some of our anticipated products to permit production testing. In the next six to twelve months, testing of our devices and manufacturing techniques will be finalized. We expect to commence sales as soon as the aforementioned are completed.

As of the date of this prospectus, we believe that our current cash on hand will meet our anticipated cash requirements for the next 30 days.

Working Capital

Current Assets

The value of our current assets as of June 30, 2024 was $8,817, comprised of cash. Our cash balance was $8,817 as of June 30, 2024, and our prepaid expenses were $0. The decrease in cash balance from December 31, 2023 to June 30, 2024 is attributable to certain reductions of general expenses coupled with proceeds from the sale of Common Stock.

As of December 31, 2023 and December 31, 2022, our current assets were comprised of cash and prepaid expenses. Our cash balance was $33,453 and $1,072, respectively, and our prepaid expenses were $0 and $3,599, respectively. The increase in cash balance from the 2022 Fiscal Year to the 2023 Fiscal Year is attributable to proceeds from short term debt and the sale of Common Stock, partially offset by routine business activity.

Current Liabilities

As of June 30, 2024 and December 31, 2023, we had total current liabilities of $1,918,048 and $1,837,207, respectively. The increase in current liabilities is attributable to an increase in accrued interest and short-term debt entered into during the six months ended June 30, 2024.

As of December 31, 2023, and December 31, 2022, we had total current liabilities of $1,837,207 and $1,118,323, respectively. The increase in current liabilities is attributable to an increase in accounts payable, accrued expenses, and short-term debt during the year ended December 31, 2023.

Working Capital Deficit

As of June 30, 2024 and the fiscal year ending on December 31, 2023, we had a working capital deficit of $1,909,231 and $1,803,754, respectively. The increase in working capital deficit is due to increases in accounts payable and accrued interest.

As of December 31, 2023 and December 31, 2022 we had a working capital deficit of $1,803,754 and $1,113,652, respectively. The increase in working capital deficit is primarily due to an increase in notes payable, accounts payable, and accrued interest, partially offset by reductions of convertible debt.

Cash Flows

Cash flows from Operating Activities

For the fiscal period ending on June 30, 2024 and the fiscal period ending on June 30, 2023, the cash used in operating activities totaled $203,536 and $499,184, respectively. The decrease in cash used in operating activities is due to a greater net loss amount for the six months ended June 30, 2023 as compared to June 30, 2024.

For the 2023 Fiscal Year and 2022 Fiscal Year, the cash used in operating activities totaled $668,194 and $348,974, respectively. The reason for the increase in cash used in operating activities from the 2022 Fiscal Year to the 2023 Fiscal Year is attributable to a significant increase in non-cash interest expenses as well as common stock issued for the acquisition of technology, coupled with a greater net loss amount for the year ended December 31, 2023.

Cash flows from Investing Activities

For the periods ending June 30, 2024 and 2023, we used $0 and $8,197, respectively, in investing activities.

For the 2023 Fiscal Year and 2022 Fiscal Year, we used $0 and $9,589, respectively, in investing activities.

Cash flows from Financing Activities

For the periods ending June 30, 2024 and 2023, we generated $178,900 and $520,646, respectively, in financing activities. The decrease in cash from the six months ended June 30, 2023 to the corresponding period in 2024 was due to greater proceeds from notes payable during the six months ended June 30, 2023 as compared to June 30, 2024.

For the 2023 Fiscal Year and 2022 Fiscal Year, we generated $700,575 and $357,500 from financing activities, respectively. The increase in cash from financing activities from the 2022 Fiscal Year to the 2023 Fiscal Year was due to a large increase in proceeds received from notes payable as well as proceeds received from the sale of Common Stock.

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

Factors That May Adversely Affect Our Results of Operations

Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, economic instability and inflation, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the initial business combination.

BUSINESS

This section should be read in conjunction with the more detailed information about us contained in this prospectus, including our audited financial statements and other information appearing in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Mission & Vision

At Go Green Global Technologies Corp., we believe in a present and future in which cost-effective and environmentally friendly solutions for individuals, communities and industries are accessible to all. It is our guiding principle that sustainability and affordability should go hand-in-hand, and that making a greener choice for the health of our shared planet should not be cost-prohibitive. We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.

Corporate History

We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are in good standing with the State of Nevada as of the date of this prospectus.

We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).

Introduction

We are a technology and manufacturing company based in Brookfield, Connecticut. We own the patented Sonical™ technology^[13] designed to render impurities in fluids inert, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology can be installed into existing water supply and fuel consumption systems. After this installation, fluid can pass through the electromagnetic field created within the Sonical™ apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.

Currently, we are in a pre-revenue stage of development, and expect to launch our products anytime between Q2 and Q3 of 2024, following their successful manufacturing and commercialization.

As of the date of this prospectus, we have not launched any of the products discussed herein. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We expect to begin launching certain products approximately between the second and third fiscal quarters of 2024, assuming these products are successfully manufactured and commercialized. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.

We have a manufacturing facility located in Brookfield, Connecticut, in which we have a full setup for final assembly, quality control, and testing of our products. This facility also has two manual winding machines to produce the copper coils central to the Sonical™ technology.

^[13] Patent No. US 11,634,344 B2.

The Sonical™ technology

The Sonical™ apparatus contains unique coil design configurations that can conduct an electromagnetic field. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders fluid impurities inert.

We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues found with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling bacterial growth. The Sonical™ products are customizable and easy to install and following installation requires little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a cheaper and more environmentally sound alternative to conventional methods.

Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.

We intend to have our Sonical™ fuel products tested extensively in private laboratories to demonstrate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to demonstrate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.

Business Plan

We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. Below are the business lines we plan to launch between the second and third fiscal quarters of 2024 after our manufacturing and marketing goals are achieved.

Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to their capacity to reduce fuel consumption and significantly reduce carbon dioxide emissions.

Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems.

We anticipate that the water treatment and descaling product lines will experience slower but long-term growth compared to the fuel treatment product lines.

In the second or third fiscal quarter of 2024, we intend to submit an application for our Sonical™ water device to the National Sanitation Foundation for testing in order to achieve ANSI/NSF Standard 61 certification. This certification applies to all products in contact with potable and drinking water in the United States, and attests that certain products are safe for installation potable water systems for public use or consumption and are verified by a third party. Once we receive ANSI/NSF Standard 61 certification, we will launch our residential and municipal water product lines in the U.S. In the fourth fiscal quarter of this year, we also intend to begin the process for obtaining Underwriter Laboratories (“UL”) and CE certifications. UL is one of several companies approved for safety testing by U.S. federal agency Occupational Safety and Health Administration, and its product certification attests that the product has met applicable industry standards. CE certifications are affirmations from a manufacturer that its product complies with all applicable European health, safety, and environmental protection standards.

In the first 6 months of production, beginning in the fourth fiscal quarter of this year, we plan to launch the following product lines and anticipate the below monthly production volumes for each line:

The above projections are based on pending agreements with existing distributors in the HVAC and diesel generator industries and our anticipated product output capabilities in our initial ramp-up phase. The terms of such pending agreements are not finalized and that it is uncertain whether the terms of such agreements will ever be finalized or if such agreements will ever be entered into.

Within a year from the start of production, Go Green anticipates scaling up its output and generating more demand for its products. At that stage, we also plan to add another product line for residential water treatment.

After a year of commercializing and manufacturing the above products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base.

We plan to target the maritime industry and the locomotive industry as part of our business plans in the long term. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.

Please see the “Industry Overview” subsection below for more detail on the estimates and assumptions underlying our financial projections.

Industry Overview

We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.

We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.

Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.

At just 1% of domestic market penetration across the variety of residential, commercial, and industrial applications for our Sonical™ water and fuel treatment technology, there is potential for over $3 billion in annual gross revenue based on an assumption of full-scale operation and production of our products. We calculated Gross Revenue for our water and fuel treatment lines by using the addressable market size of each product (in units of product), approximated from public data sources, multiplied by (i) 1% market penetration and (ii) wholesale pricing based on guided pricing within our existing distributor networks. Then, we added the Gross Revenues for each of our products based on the formula in this paragraph and derived a Total Gross Revenue of approximately $3 billion.^[14] In our calculation for Total Gross Revenue, material assumptions included: (i) the addressable market size of each product derived from each public data source was accurate; (ii) the wholesale pricing based on guiding pricing within existing distributor networks are accurate; and (iii) there will indeed be 1% market penetration for our products. We did not commission any of the industry or market data referenced in this prospectus.

Market and Growth

We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.

In the early stages of production, we anticipate utilizing our existing distributor networks to cater to the most accessible sectors. As to fuel treatment, we plan to first target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada.

According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.^[14] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.

^[14] Below are the public data sources which we consulted in arriving at these addressable market sizes.

https://www.edf.org/sites/default/files/documents/EDFMHDVEVFeasibilityReport22jul21.pdf

https://askwonder.com/research/explore-topic-number-diesel-generators-u-s-globally-

npadnargx#:~:text=Based%20on%20the%20understanding%20that,can%20be%20approximated%20at%207.68

https://www.aga.org/natural-gas/affordable/good-for-business/

https://www.eia.gov/energyexplained/heating-oil/use-of-heating-oil.php

https://www.fhwa.dot.gov/policyinformation/statistics/2020/mv1.cfm

https://www.transportation.gov/testimony/state-us-flag-maritime-industry

https://dieselforum.org/rail

https://www.weareteachers.com/how-many-schools-are-in-the-us/

https://www.aha.org/statistics/fast-facts-us-hospitals

https://thesmallbusinessblog.net/restaurant-industry-statistics/

https://www.census.gov/quickfacts/fact/table/US/HSD410221

https://www.ansi.org/standards-news/all-news/2013/04/voluntary-standards-cover-the-spectrum-from-pool-and-spa-efficiency-to-identity-management-30

https://www.transportation.gov/testimony/state-us-flag-maritime-industry

^[14] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Oulook, Table WFO1, March 2023.

As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.^[16] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,^[17] which thereby increases fuel consumption and costs.^[18] We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.

As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small, and medium duty trucks, locomotive engines, and maritime vessels markets.

To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.

In the longer term, we plan to target two other major markets, the maritime industry and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.

The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer us significant revenue potential.

^[16] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023.https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor.

^[17] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699

Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.

Competition

With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.^[19] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.

With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer has driven for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.

Intellectual Property

As of the date of this prospectus, we own the following patents:

^[19] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.

^[20] The inventor is Salvatore Mario Pandolfo who previously assigned the patent to us. We were the applicant for this patent.

^[21] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries, which list of countries can be accessed here: https://www.wipo.int/pct/en/pct_contracting_states.html.

^[22] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.

As of the date of this prospectus, we have the following trademark applications pending:

Employees & Human Capital

As of the date of this prospectus, we have one full-time employee who is our chief executive officer, Danny G. Bishop.

Legal Proceedings

From time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition.

Property

We lease and maintain our primary offices at 5 Production Drive, Brookfield, CT 06804, which is a commercial building providing both office and manufacturing spaces. We do not currently own any real estate. Effective April 1, 2022, our lease is month to month at our current location.

Corporate Information

We were incorporated on February 22, 2006, in Nevada. Our principal executive offices are located at 5 Production Drive, Brookfield, CT 06804, and our telephone number is (866) 847-3366. Our website address is www.gogreen-tech.org. The information on, or that can be accessed through, our website is not part of this prospectus.

^[23] Goods associated with trademark as claimed in this application: Fluid treatment apparatus for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields.

^[24] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.

^[25] This Pending U.S. Trademark has been suspended by the USPTO. The Pending Canadian Trademark was filed prior to the Pending U.S. Trademark. Pursuant to the Paris Convention for the Protection of Industrial Property, subsequent applications can be filed within six months of the Pending Canadian Trademark application and claim the benefit of the Canadian filing date. In order for the priority date of the Pending Canadian Trademark to apply for the Pending U.S. Trademark, the Pending Canadian Trademark must first be registered. Since the Pending Canadian Trademark is still under review, the suspension on the Pending U.S. Trademark will continue until the Pending Canadian Trademark is registered.

MANAGEMENT

The following table sets forth certain information as of the date of this prospectus about our executive officers and members of our Board of Directors.

Danny Bishop, Chief Executive Officer and Chief Financial Officer

Dan Bishop has over two decades of healthcare administrative management experience, including an extensive background in marketing strategy and sales. Having received his B.S. in Occupational Therapy from Eastern Michigan University in 1976, Danny went on to have an extensive career in healthcare and hospital management. In these roles, Danny was responsible not only for the care and well-being of patients, but for budgeting, reviewing financial information, reporting to the board of directors of the hospitals he served, and managing the overall success of the programs that he oversaw. Mr. Bishop was also responsible for overseeing several programs within the various hospitals that he worked at, lending him tremendous leadership and managerial experience.

In his former role as manager of outpatient rehabilitation services for a large healthcare group in Toledo, Ohio, Mr. Bishop was responsible for the daily operations of an extensive product line of outpatient therapy products with a $12 million annual budget. This experience, in conjunction with many other roles in which Mr. Bishop was directly involved with in day-to-day operations, imbues Mr. Bishop with the skills to effectively lead and manage a complex business structure.

Over time, Mr. Bishop’s career evolved into one with a sales-oriented focus. After approximately twenty years of healthcare administrative management, Mr. Bishop worked as a consultant for various technology and manufacturing companies, utilizing his extensive connections within the healthcare network to bring sales and relationships to his clients. One such client was us, for which Danny served as National Sales Manager from 2010 to 2013. In this role, Danny sold the original version of Go Green’s proprietary Sonical™ technology nationwide. After this period of success, the Company was unfortunately dormant for some time, but Mr. Bishop returned to us as its Chief Executive Officer and President in 2019 with hopes of leading us back to success. In August of 2022, Mr. Bishop started serving as our Chief Financial Officer. The Board was resolute in its confidence to bring Mr. Bishop into executive management knowing that with his knowledge and passion for our products and his extensive management and leadership experience, he was the right person for the role. Mr. Bishop has never been involved in any legal proceedings and is of upstanding character, suitable for his service on the Board and as a member of executive management.

Hattie Corrine Couch, Chief Operating Officer and Director

Hattie Corrine Couch (Corrine Couch) is our Chief Operating Officer and Director, having served as Chief Operating Officer since June 2022 and Director since March 2023. Ms. Couch is an experienced administrative manager, operations coordinator, and program logistics overseer. She received her B.A. in Political Science from the University of Memphis in 2020, graduating magna cum laude. After, Corrine worked in various campaign management positions for a couple of years, first during her undergraduate years from 2017 to 2018 and then in 2020 to 2021. In her most recent position, which she held from April 2021 to June 2022, prior to joining Go Green, Corrine served as the Senior Administrative Manager for Field Strategies, a top nationwide firm providing electoral campaign management services and civic engagement strategies. In this role, Corrine was responsible for overseeing and executing all day-to-day administrative and operational needs, including payroll, human resources, tax compliance, and internal financial controls. Corrine originally started with Field Strategies as a campaign operations supervisor, with prior experience as a field manager for a variety of public interest campaigns. As a manager, Corrine has demonstrated excellent leadership qualities on a variety of nationwide electoral and issue-based campaigns, applying her experience in managing personnel and executing tasks required to advance the program’s management.

^[1] Mr. Bishop provides services to the Company in his role as Chief Executive Officer and President pursuant to the Employment Agreement filed as Exhibit 10.4.

^[2] Ms. Couch does not have an employment agreement with the Company for services provided as Chief Operating Officer. She provides services to the Company in her role as Chief Operating Officer pursuant to the Independent Contractor Agreement filed as Exhibit 10.5.

^[3] The Director of Manufacturing position is not an executive officer position.

^[4] Mr. Beckert provides services to the Company in his role as Director pursuant to the Director Agreement filed as Exhibit 10.6.

Prior to her career in campaign management, Corrine worked in the real estate management and multi-family leasing space for approximately 3 years, roles in which she was responsible for a variety of administrative and operational tasks. In these capacities, she was integral to ensuring the overall productivity and success of the businesses in which she was essential to core management. From her combined professional experience over the last 6 years, Corrine has a keen understanding of the inner workings of a company and how best to manage administrative and operational logistics for success.

The Board deemed Corrine a qualified candidate for her role as Chief Operating Officer, and a subsequent Director based upon her extensive experience in administrative and operations management, as well as her capacity to lead and manage personnel effectively. Additionally, Corrine’s unique experience in politics provides the Company with astute knowledge of the inner workings of local, state, and federal government programs from which the Company in its capacity as a manufacturer of green technology devices stands to benefit in the form of grants or pilot programs. Corrine has never been involved in any legal proceedings and is of upstanding character suitable for that of an officer and director.

John Eric D’Alessandro, Jr., Director and Director of Manufacturing

John Eric D’Alessandro, Jr. is our Director and Director of Manufacturing, having served us in these capacities since January of 2018. John Eric is a respected professional with several years of experience in managerial operations, financial oversight, and inventory management in both professional and laboratory settings. He received his B.S. in Microbiology with a minor in Chemistry from Southern Connecticut University in 2016.

From 2014 to 2016, John Eric worked in a cancer research laboratory, where he was responsible for overseeing proper laboratory maintenance and ensuring the success of various projects. In this role, he developed research and development skills, as well as a keen understanding of working in a controlled environment to ensure operational success.

Since 2016, John Eric has served as the owner and manager of a prominent restaurant in the Connecticut area with over $1.2 million in annual sales. In this role, he oversees revenue generation, financial oversight, maintaining the books and records, inventory control, and managing his staff.

Based on both his educational background in the sciences, his experience in laboratory settings, and his business acumen, we determined that John Eric was befitting of his role as a Director, as well as the title of Director of Manufacturing. John Eric has extensive knowledge of our proprietary technology, the Sonical™, in both a scientific context and in the context needed to run our manufacturing operations. He is of upstanding character and has never been involved in any legal proceedings.

Dennis Beckert, Independent Director

Dennis Beckert was appointed to a three-year term as Director in November 2023.

Mr. Beckert received both a M.S. in Accounting and an MBA from Northeastern University in 1996. As the principal of Alpine Advisory Group from 2006 to the present, a consulting firm that provides contract CFO and COO consulting services to manufacturing, service and media companies from startup to $100 million in revenue throughout the US and Europe. Mr. Beckert brings a deep background in financial and operational analysis, cash management and forecasting, and corporate governance.

In 2016, Mr. Beckert contracted with Equities.com, Inc. (“Equities”) to provide CFO services and help manage its transition from the print to the digital news market. In 2018 he was appointed interim CEO of Equities. From 2021 to 2023 he acted as Chief Operating and Chief Financial Officer for ESG News Corp. During his time at Equities and ESG News Corp., Mr. Beckert helped lead both companies to the leading market position in their niche.

Prior to starting Alpine Advisory Group, Mr. Beckert was Controller for a resort, Whiteface Lodge in Lake Placid, from 2004 to 2006 during its period of construction, where he managed a $75 million construction budget and oversaw the implementation of all banking and point-of-sale systems necessary to operate a luxury property. Prior to Whiteface Lodge, Mr. Beckert was the Treasurer of Kaz, Inc. (“Kaz”) from 1999 to 2004, where he managed approximately 50 employees. During his time there, Kaz increased its annual sales from $80 million to over $500 million and opened manufacturing operations in North America, Asia, and Europe. Mr. Beckert began his career in public accounting, working first at a large regional CPA firm before joining PricewaterhouseCoopers.

We believe Mr. Beckert is well-qualified for his position as Director and has never been involved in any legal proceedings.

EXECUTIVE COMPENSATION

The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.

Summary Compensation Table

Board Compensation

The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.

Summary Compensation Table

PLAN OF DISTRIBUTION

Each Selling Shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTCQB at prevailing market prices or at privately negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

If the Selling Shareholders sell their securities through purchases by a broker-dealer as principal and resales by the broker-dealer for its account, these events would constitute a material change to the Company’s plan of distribution. This material change would require a post-effective amendment to this registration statement.

The Selling Shareholders may also sell securities under Rule 144 (“Rule 144”) or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the Shares, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed us that he, she, or it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We will bear the costs incurred in connection with the registration of the Shares.

The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of August 15, 2024 with respect to the holdings of (1) each natural or legal person who is the beneficial owner of more than 5% of each class of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of our voting stock over which a natural or legal person exercises sole or shared voting or investment power, or of which such person has a right to acquire ownership at any time within 60 days of August 15, 2024. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 97,380,590 shares of Common Stock issued and outstanding on August 15, 2024, on both a fully diluted and non-fully diluted basis. Common Stock subject to convertible securities which are currently exercisable or exercisable within 60 days of August 15, 2024 are deemed to be outstanding for the purpose of computing the percentage ownership of any natural or legal person or group.

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

SELLING SHAREHOLDERS

The Shares being offered by the Selling Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders, upon exercise of their respective warrants. We are registering the Shares in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except as disclosed in “Certain Relationships and Related Party Transactions” for the applicable Selling Shareholders, the other Selling Shareholders have not had any material relationship with us within the past three years.

The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Shareholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of Common Stock and warrants, as of August 15, 2024, assuming exercise of the warrants held by the Selling Shareholders on August 15, 2024, without regard to any limitations on exercises.

Except as otherwise indicated below, based on information provided to us by each Selling Stockholder, and to the best of our knowledge, the Selling Stockholders are not broker-dealers or affiliates of broker-dealers. Based on information provided to us by each Selling Stockholder indicated below as affiliates of broker-dealers, each of such Selling Shareholders purchased the securities in the ordinary course of business, and at the time of purchase of the securities to be resold, such Selling Shareholders had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

The third column lists the shares of Common Stock being offered by the Selling Shareholders which are covered by this prospectus.

This prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Shareholders in the described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, without regard to any limitations on the exercise of the warrants.

The fourth column lists the Warrant Shares being offered by the Selling Shareholders which are covered by this prospectus. The fifth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.

Under the terms of the warrants and other warrants held by Selling Shareholders, a Selling Shareholder may not exercise any such warrants to the extent such exercise would cause such Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

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⁽¹⁾ Number indicated is on a fully diluted basis, representing the total number of common stock and common stock underlying the securities convertible into common stock (as if such securities had been converted), owned by such Selling Shareholder prior to this Offering.

⁽²⁾ Number indicated assumes the sale of the maximum amount of the Selling Shareholder’s Shares to be sold pursuant to this prospectus.

⁽³⁾ Number indicated is on a fully diluted basis, rounded to the nearest hundredth digit.

⁽⁴⁾ Includes (i) the Outstanding AJB Shares (3,076,923 shares of Common Stock) previously issued to AJB Capital in the 2022 Bridge Financing, and (ii) 750,000 shares of Common Stock issued pursuant to amended terms of pre-funded warrants issued to AJB Capital in our May 2023 bridge financing round.

⁽⁵⁾ Includes (i) 2,500,000 shares of Common Stock issuable upon exercise of the 2022 Warrants and (iii) 9,000,000 shares of Common Stock issuable upon exercise of the 2023 Warrants.

⁽⁶⁾ This Selling Shareholder has represented to us that it is an affiliate of a broker-dealer.

⁽⁷⁾ We previously issued warrants to Advisory Group Equity Services, Ltd (“AGES”) pursuant to the 2021 Engagement Letter (as defined in Item 15), the Amended 2021 Engagement Letter (as defined in Item 15), and 2022 Engagement Letter (as defined in Item 15) for its financial advisory services to us with respect to certain transactions. In 2023, AGES assigned a certain number of warrants to this Selling Shareholder. This number represents the shares of Common Stock underlying the warrants issued to this Selling Shareholder which such Selling Shareholder is selling in this Offering. AGES was sold to another entity and the securities previously issued to AGES, including the Shares registered pursuant to this prospectus, are now held by William McCance. William McCance has represented to us that he is an affiliate of a broker-dealer.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Below are all of the related party transactions required to be disclosed pursuant to Regulation S-K, Item 404(d) for smaller reporting companies.

Fiscal Year Ending on December 31, 2021

We had no related party transactions for the fiscal year ending on December 31, 2021.

2022 Fiscal Year

2022 Bridge Financing; Payments to AJB Capital Pursuant to the 2022 AJB Note

AJB Capital is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.

On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued to AJB Capital: (i) the 2022 AJB Note; (ii) 3,076,923 shares of Common Stock (such shares, “Commitment Shares”) as a commitment fee; and (iii) the 2022 Warrants. The terms of the 2022 Warrants are set forth in Item 15 above. As disclosed in the financial statements filed with this registration statement, the allocated value of the 2022 Warrants was $134,384 and the Commitment Shares was $42,675.

The largest aggregate principal amount we owed to AJB Capital in the 2022 Fiscal Year pursuant to the 2022 AJB Note was $300,000. The amount of interest payable on the 2022 AJB Note in the 2022 Fiscal Year was $34,500. We did not repay any amount of the principal pursuant to the 2022 AJB Note in the 2022 Fiscal Year. We paid interest in the amount of $30,750 in the 2022 Fiscal Year.

September 2022 Note with David Zevetchin; October 2022 Note with David Zevetchin; November 2022 Note with David Zevetchin

David Zevetchin is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security. 

We entered into a short-term promissory note with David Zevetchin on September 17, 2022 in the principal amount of $30,000 (the “September 2022 Zevetchin Note”), which bore interest at a rate of 10% per annum. As partial consideration for entering into the September 2022 Zevetchin Note, we issued 50,000 shares of Common Stock to David Zevetchin.

We entered into a short-term promissory note with David Zevetchin in the principal amount of $20,000 on October 3, 2022 (the “October 2022 Zevetchin Note”) and bore interest at a rate of 10% per annum. As partial consideration for entering into the October 2022 Zevetchin Note, we issued 50,000 shares of Common Stock to David Zevetchin.

The September 2022 Zevetchin Note and October 2022 Note were later consolidated into one promissory note dated November 18, 2022 (the “November 2022 Zevetchin Note”). The principal amount on the November 2022 Note is still outstanding as of the date of this prospectus. We did not repay any principal owed on the November 2022 Note in the 2022 Fiscal Year. The total amount of interest payable on the November 2022 Zevetchin Note in the 2022 Fiscal Year was $1,337. We paid interest in the amount of $939.64 pursuant to the November 2022 Zevetchin Note in the 2022 Fiscal Year.

In the 2022 Fiscal Year, David Zevetchin the total allocated value of the Common Stock we issued to David Zevetchin as consideration for the promissory notes entered into in the 2022 Fiscal Year was $22,268.

Loan from Joseph Zizzadoro

Joseph Zizzadoro is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.

We entered into a short-term promissory note with Joseph Zizzadoro on November 10, 2022 (the “2022 Zizzadoro Note”), for a principal amount of $100,000. The principal amount owed on the 2022 Zizzadoro Note in the 2022 Fiscal Year was $100,000. The total amount of interest payable pursuant to the 2022 Zizzadoro Note was $1,288. We did not repay any principal or interest under the 2022 Zizzadoro Note in the 2022 Fiscal Year.

In the 2022 Fiscal Year, we issued Common Stock to Joseph Zizzadoro as consideration for the promissory note with a total allocated value of $39,663.

2023 Fiscal Year

Extension of the Maturity Date on the 2022 AJB Note

On March 1, 2023, AJB Capital agreed to amend the 2022 AJB Note to extend the maturity date to March 13, 2023. As consideration, the Company issued 1,500,000 common stock warrants to AJB Capital, which had an exercise price of $0.01 per share, a term of exercise equal to 5 years after their issuance date; and which were exercisable immediately after their issuance. Such warrants were valued at $225,00, as disclosed in the Company’s financial statements filed with this prospectus.

Payments to AJB Capital on the 2022 AJB Note

In the 2023 Fiscal Year, the largest aggregate principal amount owed to AJB Capital pursuant to the 2022 AJB Note was $300,000, which amount was fully outstanding at the beginning of the 2023 Fiscal Year. The amount of interest payable for the 2023 Fiscal Year pursuant to the 2022 AJB Note was $10,500.00. We repaid the principal amount and interest payable on the 2022 AJB Note in full by March 30, 2023.

2023 Bridge Financing; Payments to AJB Capital on the 2023 AJB Note

On May 5, 2023, we consummated the 2023 Bridge Financing, pursuant to which we issued the 2023 AJB Note to AJB Capital in the principal amount of $300,000. The largest aggregate principal amount we owed to AJB Capital in the 2023 Fiscal Year pursuant to the 2023 AJB Note was $300,000. The amount of interest payable on the 2023 AJB Note in the 2023 Fiscal Year was $23,500.00. We paid AJB Capital $21,7500 on the interest owed under the 2023 AJB Note in the 2023 Fiscal Year.

We also issued the 2023 Warrants to AJB Capital pursuant to the 2023 Bridge Financing. As disclosed in the financial statements filed with this registration statement, the allocated value of the 2023 Warrants was $219,375.

On June 7, 2024, we entered into the 2023 AJB Note Amendment, pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to November 8, 2024. The 2023 AJB Note Amendment also provided that as consideration for AJB Capital’s extension of such maturity date, we issued 1,500,000 shares of Common Stock to AJB Capital at a price of $0.13 per share, for a total consideration of $195,000.

Pursuant to the 2023 Bridge Financing, we also issued the 2023 Warrants to AJB Capital. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder. Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000.

Mutual Release Agreement with Joseph Zizzadoro for the Zizzadoro Note

On February 28, 2023, the Company entered into a mutual release agreement with Joseph Zizzadoro, pursuant to which we issued 2,000,000 shares of Common Stock in exchange for full settlement of the Zizzadoro Note. The fair value of the Common Stock issued was determined using the stock price as of the date of the mutual release agreement, at $0.11 per share, and an aggregate consideration of $220,000.

Common Stock issued to Salvatore Mario Pandolfo

Salvatore Mario Pandolfo is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.

On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo in connection with the Amended and Restated Asset Purchase Agreement. The shares were issued at a price of $0.12 per share, for a total purchase price of $240,000.

On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo in connection with the Amended and Restated Asset Purchase Agreement. The shares were issued at a price of $0.12 per share, for a total purchase price of $360,000.

Loans from David Zevetchin

On January 31, 2023, we entered into a short-term promissory note with David Zevetchin (the “January 2023 Zevetchin Note”) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the January 2023 Zevetchin Note, we also issued 150,000 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $18,000.

On January 31, 2023, we sold 2,000,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, at a price of $0.05 per share, for an aggregate purchase price of $100,000.

On November 1, 2023, we entered into a short-term promissory note with David Zevetchin (the “First November 2023 Zevetchin Note”) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the First November 2023 Zevetchin Note, we also issued 750,000 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $23,684.

On November 17, 2023, we entered into a short-term promissory note with David Zevetchin (the “Second November 2023 Zevetchin Note,” and, together with the First November 2023 Zevetchin Note, the November 2023 Zevetchin Notes) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the Second November 2023 Zevetchin Note, we also issued 187,500 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $14,602.

The principal amounts owed on the January 2023 Zevetchin Note and the November 2023 Zevetchin Notes are still outstanding as of the date of this prospectus. No amount of principal or interest was repaid on the January 2023 Zevetchin Note and the November 2023 Zevetchin Notes in the 2023 Fiscal Year.

In the 2023 Fiscal Year, the total allocated value of the shares of Common Stock David Zevetchin received as consideration for the promissory notes entered into as of the 2023 Fiscal Year and the extensions of such notes was $249,202.

On February 1, 2024, we entered into a Cancellation and Consolidation Agreement with David Zevetchin, pursuant to which we cancelled the November 2022 Zevetchin Note, the January 2023 Zevetchin Note, and November 2023 Zevetchin Notes and consolidated such notes into one note (such consolidated note, the “Consolidated 2024 Zevetchin Note”). The Consolidated 2024 Zevetchin Note had a 6-month term and was issued in the principal amount of $217,625.30. As consideration for the consolidation of the outstanding principals on the notes abovementioned in this paragraph, the Company issued 470,000 shares of Common Stock to David Zevetchin at $0.07 per share. The Company also issued warrants to David Zevetchin purchase 2,000,000 shares of Common Stock at a price of $0.10 per share as consideration for consolidation of the outstanding principals on these notes.

Loans from Joseph Zizzadoro

On January 12, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $50,000 (the “January 2023 Zizzadoro Note”). The January 2023 Zizzadoro Note bore interest at a rate of 10% per annum. As partial consideration for entering into the January 2023 Zizzadoro Note, we issued 125,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the January 2023 Zizzadoro Note in the 2023 Fiscal Year was $50,000. We did not pay any principal outstanding or interest accrued on the January 2023 Zizzadoro Note in the 2023 Fiscal Year.

On March 6, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $150,000 (the “March 2023 Zizzadoro Note”). This promissory note did not bear interest. As partial consideration for entering into the March 2023 Zizzadoro Note, we issued 250,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the March 2023 Zizzadoro Note in the 2023 Fiscal Year was $150,000. We did not pay any principal outstanding or interest accrued on the March 2023 Zizzadoro Note in the 2023 Fiscal Year.

On December 20, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $30,000 (the “December 2023 Zizzadoro Note”). The December 2023 Zizzadoro Note bore interest at a rate of 10% per annum. As partial consideration for entering into the December 2023 Zizzadoro Note, we issued 225,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the December 2023 Zizzadoro Note in the 2023 Fiscal Year was $30,000. We did not pay any principal outstanding or interest accrued on the December 2023 Zizzadoro Note in the 2023 Fiscal Year.

On February 1, 2024, we entered into a Cancellation and Consolidation Agreement with Joseph Zizzadoro, pursuant to which $150,000 of the aggregate principal amount outstanding on the January 2023 Zizzadoro Note, the March 2023 Zizzadoro Note, and the December 2023 Zizzadoro Note ($230,000) was extinguished in exchange for our issuance of 1,500,000 shares of Common Stock to Joseph Zizzadoro. As of the date of this prospectus, the aggregate principal balance outstanding on the January 2023 Zizzadoro Note, the March 2023 Zizzadoro Note, and the December 2023 Zizzadoro Note is $80,000.

In the 2023 Fiscal Year, Joseph Zizzadoro received shares of Common Stock as consideration for the promissory notes and the extension of their maturity dates, with a total allocated value of $432,983.

DESCRIPTION OF SECURITIES

The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation and our Bylaws.

General

We are authorized to issue two classes of stock. The total number of shares of stock which we are authorized to issue is 525,000,000 shares of capital stock, consisting of 500,000,000 shares of Common Stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share, of which 9,000,000 shares are designated “Series A Preferred Stock” and 5,000,000 shares are designated “Series B Preferred Stock.” As of August 15, 2024, we have (i) 97,380,590 shares of Common Stock, (ii) 4,200,000 shares of Series A Preferred Stock, and (iii) 3,000,000 shares of Series B Preferred Stock issued and outstanding.

Common Stock

The holders of our Common Stock are entitled to the following rights:

Voting Rights. Each share of our Common Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders. Holders of our Common Stock are not entitled to cumulative voting rights with respect to the election of directors.

Dividend Rights. Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that we may decide to issue in the future, holders of our Common Stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of our Common Stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.

Other Matters. The holders of our Common Stock have no subscription, redemption or conversion privileges. Our Common Stock does not entitle its holders to preemptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.

Series A Preferred Stock

The holders of our Series A Preferred Stock are entitled to the following rights:

Voting Rights.

Each share of Series A Preferred Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders on an as-converted basis. Holders of the Series A Preferred Stock will vote together with the holders of Common Stock. Holders of our Series A Preferred Stock are not entitled to cumulative voting rights with respect to the election of directors.

Conversion.

Each share of Series A Preferred Stock will automatically convert to Common Stock upon any securities offering of the Company which raises $2 million or more in proceeds.

Reorganizations and Related Transactions

If there is a reorganization, share exchange, sale conveyance, or reclassification, in a transaction or series of related transactions, including where there is a shift in more than 50% of our voting power, each holder of Series A Preferred Stock has the option of converting such holder’s shares into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the reorganizations, share exchange, sale, conveyance or reclassification.

If there is a merger or consolidation which results in a shift in more than 50% of our voting power, each share of Series A Preferred Stock, after such merger or consolidation, will be convertible at the option of the holder of the Series A Preferred Stock into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the merger or consolidation which results in a shift in more than 50% of our voting power, in addition to all accrued and unpaid dividends on the shares of Series A Preferred Stock through the conversion.

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, before any distribution or payment shall be made to the holders of any Junior Stock (as defined below), the holders of Series A Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders, after (i) payment of or provision for the Company’s debts and liabilities and (ii) payment to the holders of Series B Preferred Stock of (A) $0.001 per share (the “Preference Value”) plus (B) all declared but unpaid dividends for each share of Series B Preferred Stock: the highest of (i) the bid price quoted on the day of liquidation, dissolution, or winding up, (ii) the price paid for such shares of Series A Preferred Stock, and (iii) the price per share established in any merger agreement. If upon any such liquidation, dissolution, or winding up of our business the remaining assets of the Company available for distribution to its stockholders, after payment in full of the Preference Value and declared but unpaid dividends to the holders of Series B Preferred Stock, shall be insufficient to pay the holders of shares of Series A Preferred Stock, then the holders of Series A Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect to the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

“Junior Stock” means the Common Stock and such other classes or series of stock designated from time to time as having liquidation rights junior to the holders of Series A Preferred Stock.

Series B Preferred Stock

The holders of our Series B Preferred Stock are entitled to the following rights:

Voting Rights. Each share of Series B Preferred Stock entitles its holder to 20 votes per share for any election or vote placed before our shareholders.

Dividend Rights. Subject to the requirements of the NRS, holders of our Series B Preferred Stock are entitled to receive dividends or other distributions, if any, as may be declared by our Board.

No Conversion Rights. The Series B Preferred Stock, unlike the Series A Preferred Stock, are not convertible into Common Stock.

Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of Series B Preferred Stock are entitled, before any distribution or payment is made upon any holder of Junior Stock (as defined directly below this paragraph), to be paid out of the assets of the Company legally available for distribution to its shareholders, after payment of or provision for the Company’s debts and liabilities, the Preference Value plus all declared but unpaid dividends, for each share of Series B Preferred Stock. After payment of the Preference Value plus all declared but unpaid dividends to the holders of Series B Preferred Stock, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Stock. If upon liquidation the remaining assets of the Company available for distribution to its stockholders shall be insufficient to pay the holder of shares of Series B Preferred Stock, then the holders of the Series B Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in repsect to the shares of Series B Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

“Junior Stock” means the Series A Preferred Stock, Common Stock, and such other classes or series of stock designated from time to time as having liquidation rights junior to those of the holders of Series B Preferred Stock.

2022 Bridge Financing

On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued a short-term promissory note to AJB Capital (the “2022 AJB Note”) in addition to the 2022 Warrants to AJB Capital in a private placement. The Securities Purchase Agreement which we entered into pursuant to the 2022 Bridge Financing, provided for, amongst other things and in addition to the Company’s offering of the 2022 AJB Note and 2022 Warrants to AJB Capital, that the Company issue to AJB Capital 3,076,923 shares of Common Stock as a commitment fee. Prior to the 2022 Bridge Financing Amendment (as defined below), the 2022 Warrants were initially exercisable for five years from issuance, at an exercise price of $0.20 per share, and were exercisable for, in the aggregate, 1,000,000 shares of Common Stock. AJB Capital, as the holder of the 2022 AJB Note and the 2022 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants.

We amended the terms of the 2022 Bridge Financing on March 1, 2023 (such amendment, the “2022 Bridge Financing Amendment”). Pursuant to the 2022 Bridge Financing Amendment, we entered into that certain Amendment to Promissory Note with AJB, dated March 1, 2023 (the “2022 AJB Note Amendment”), which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.

Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000. We repaid the 2022 AJB Note in full on March 30, 2023.

2023 Bridge Financing

On May 5, 2023, we consummated our 2023 Bridge Financing round, pursuant to which we issued a short-term promissory note to AJB Capital (the “2023 AJB Note”) in addition to the 2023 Warrants in a private placement. The 2023 AJB Note was only convertible, at the option of AJB Capital, in part or in full, upon an event of default, as defined therein. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder.

AJB Capital, as the holder of the 2023 AJB Note and the 2023 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants. The 2023 AJB Note has a six-month term, subject to extension at our option. On June 7, 2024, we entered into the First Amendment to the 2023 AJB Note with AJB Capital (the “2023 AJB Note Amendment”), pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to November 8, 2024. The 2023 AJB Note Amendment also provides that as consideration for AJB Capital’s extension of such maturity date, we issued 1,500,000 shares of Common Stock to AJB Capital at a price of $0.13 per share.

Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000.

As of July 26, 2024, the amount outstanding on the 2023 AJB Note was $300,000.

Additional Warrants Issuances

Warrants issued to AGES

We previously entered into that certain TCM Proposed Offering Engagement Letter dated December 23, 2021 with AGES (the “2021 Engagement Letter”) to act as our non-exclusive financial advisor with respect to certain business transactions and capital raises (each, a “Proposed Offering”). Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.

The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering (the “Fee Warrants”). Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.

We entered into that certain TCM Proposed Offering Engagement Letter dated May 4, 2022 with AGES (the “2022 Engagement Letter”), which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000.

We entered into that certain TCM Proposed Offering Engagement Letter dated September 20, 2022 with AGES (the “Amended 2021 Engagement Letter”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.

We entered into that certain Engagement Letter Amendment dated February 22, 2023 with AGES (the “Second Amended 2021 Engagement Letter,” and, together with the 2021 Engagement Letter, the Amended 2021 Engagement Letter, and the 2022 Engagement Letter, the “Engagement Letters”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share. The aggregate number of shares of Common Stock underlying the warrants to be issued pursuant to the Engagement Letters (excluding the Fee Warrants) and which are being registered pursuant to this registration statement (the “AGES Warrants”) is 9,400,000.

In 2023, AGES assigned a certain number of warrants issued pursuant to the Engagement Letters to those Selling Shareholders identified in the “Selling Shareholders” section.

Warrants issued to Erwin Vahlsing, Jr.

The Additional Warrants consist also of warrants issued to Erwin Vahlsing, Jr., in connection with his separation agreement with us. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 250,000.

On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr. for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.

Anti-Takeover Effects of Nevada Law and the Articles of Incorporation and Bylaws

Certain provisions of our Articles of Incorporation and Bylaws, and certain provisions of the Nevada Revised Statutes (the “NRS”) could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.

Authorized but Unissued Shares

Our authorized but unissued shares of Common Stock and preferred stock are available for future issuance. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Our authorized capital includes “blank check” preferred stock. Our Board has the authority to issue preferred stock in one or more classes or series and determine the price, designation, rights, preferences, privileges, restrictions, and conditions, including voting and dividend rights, of those shares without any further vote or action by shareholders. The rights of the holders of Common Stock will be subject to and may be adversely affected by the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our Company.

Action by Written Consent

Our Bylaws provide that any action required or permitted to be taken at a meeting of our shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by shareholders of all outstanding shares entitled to vote on the applicable matter.

Special Meetings

Our Bylaws provide that a special meeting of shareholders may only be called by the Board, the Chairman of the Board, or President, and shall be called by the Board upon written request of the holders of a majority of our outstanding shares entitled to vote at the meeting requested to be called. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the special meeting.

Board Vacancies

Our Bylaws provide that a vacancy on our Board, other than one created by the removal of Directors by shareholders, may be filled by a majority vote of the Directors then in office, even if less than a quorum exists. Vacancies created by the removal of Directors by shareholders shall be filled by the shareholders. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of such Director’s predecessor.

Removal of Directors

Our Bylaws provide that any Director may be removed either with or without cause by vote of the shareholders, and for cause by action of the Board.

Right to Alter, Amend or Repeal Bylaws

Our Bylaws provide that they may be adopted, amended or repealed by vote of the shareholders then entitled to vote in the election of Directors. The Bylaws may also be adopted, amended or repealed by the Board, but any Bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon.

Indemnification of Officers and Directors

According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.

Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, 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.

Nevada Anti-Takeover Statutes

The NRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested shareholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested shareholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada that has two hundred or more shareholders, at least one hundred of who are shareholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation.

Transfer Agent and Registrar

Our transfer agent and registrar is Direct Transfer LLC, located at One Glenwood Avenue, Suite 1001, Raleigh, NC 27603. Direct Transfer LLC’s telephone number is (919) 744-2722.

OTCQB

Our Common Stock is listed on the OTCQB under the symbol “GOGR.”

Penny Stock Regulation

The SEC has adopted regulations that generally define “penny stock” to be any equity security that has a market price of less than five dollars ($5.00) per share or an exercise price of less than five dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult to sell their Common Stock in the secondary market.

Dividend Policy

To date, we have never declared a dividend on our capital stock. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

EXPERTS

RBSM LLP, an independent registered public accounting firm, audited our financial statements for the years ended December 31, 2023 and December 31, 2022. Its auditor’s report dated May 30, 2024 includes an explanatory paragraph as to the Company’s ability to continue as a going concern. We have included our financial statements with its reports in this prospectus and elsewhere in the registration statement in reliance on the reports of, given its authority as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Sichenzia Ross Ference Carmel LLP, New York, New York. As of August 15, 2024, Sichenzia Ross Ference Carmel LLP owns 948,182 shares of our Common Stock.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the securities that we are offering under this prospectus. It is important for you to read and consider all of the information contained in the registration statement and you should refer to our registration statement and its exhibits for further information.

Our SEC filings are available to the public over the internet at the SEC’s web site at http://www.sec.gov, the contents of which are not a part of this prospectus.

Item 3. Index to Financial Statements

Go Green Global Technologies Corp.

Condensed Balance Sheets

See accompanying notes to the condensed unaudited financial statements

Go Green Global Technologies Corp.

Condensed Statements of Operations

See accompanying notes to the condensed unaudited financial statements

Go Green Global Technologies Corp.

Condensed Statements of Changes in Stockholders’ Deficit

For the Six Months Ended June 30, 2024 and 2023

(unaudited)

See accompanying notes to the condensed unaudited financial statements

Go Green Global Technologies Corp.

Condensed Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2023

(unaudited)