UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

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

~~JAISON~~UNDER ~~PHYTOCHEM,~~THE ~~INC.~~SECURITIES ~~(Exact~~ACT ~~name~~OF ~~of Registrant as specified in its charter)~~1933

Wyoming	112910	00-000000
(State or Other Jurisdiction of Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

PHARMACEUTICAL RESOURCE TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

State or Other Jurisdiction

of Incorporation

Primary Standard Industrial

Classification Code Number

I.R.S. Employer

Identification Number

Wyoming

1540

35-2894750

No.1 Kaki Bukit Avenue 3, #09-11, KB-1

Singapore 416087

Telephone: +65 6841 0120

Email: jacksaa@~~jaisonphytochem~~pharmaceuticalresource.com

(Address and Telephone Number of Registrant’s ~~Principal Executive~~ ~~Offices and~~ Principal ~~Place of Business)~~

Executive Offices and Principal Place of Business)

Please send copies of all correspondence to:

~~V FINANCIAL~~PHARMACEUTICAL ~~GROUP~~RESOURCE TECHNOLOGY, INC.

~~TELEPHONE: 774~~No.1 Kaki Bukit Avenue 3, #09-~~250~~11, KB-~~2456~~1

~~Email: jeff@vfinancialgroup.com~~Singapore 416087

~~(Name, address,~~Telephone: ~~including~~+65 ~~zip~~6841 ~~code,~~0132 ~~and telephone number, including area code, of agent for service)~~

~~Approximate date of proposed sale to the public~~Email: ~~As soon as practicable and from time to time after the effective date of this Registration Statement~~ jacksaa@pharmaceuticalresource.com

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Approximate date of proposed sale to the public:

As soon as practicable and from time to time after the effective date of this Registration Statement.

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

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~~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 definitions of “large, accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large, accelerated filer ☐ Non-accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒ Emerging Growth Company ☒ (Do not check if a smaller reporting company)

Non-accelerated filer ☐ Smaller reporting company ☒

(Do not check if a smaller reporting company) Emerging Growth Company ☒

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

~~CALCULATION OF~~(1) ~~REGISTRATION~~The ~~FEE~~registration fee payable to the Securities and Exchange Commission has been calculated and is set forth in Part II of this registration statement.

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (2)
Common Stock, $0.01 par value	56,623,000	$0.50	$28,311,500	$3,088.78

(2) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(1)	The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

(3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

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

SUBJECT TO COMPLETION, DATED ~~_________________~~FEBRUARY 11, 2026

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

PRELIMINARY PROSPECTUS

JAISON PHYTOCHEM, INC

56,623,000 SHARES OF COMMON STOCK

$0.01 PAR VALUE PER SHARE

Prior to this Offering, no public market has existed for the common stock of Jaison Phytochem, Inc. Upon completion of this Offering, we will attempt to have our shares quoted on the OTC Pink tier operated by the OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTC Pink. To be quoted on the OTC Pink, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

In this public offering we, “Jaison Phytochem, Inc” are offering 50,000,000 shares of our common stock and our selling shareholders are offering 6,623,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Mr. Jacksaa Tan. Mr. Tan is deemed to be an underwriter of this offering. The selling shareholders are also deemed to be underwriters of this offering. There is uncertainty that we will be able to sell any of the 50,000,000 shares being offered herein by the Company. Mr. Tan will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.50 per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholders will be sold at a fixed price of $0.50 for the duration of the Offering. Assuming all of the 50,000,000 shares being offered by the Company are sold, the Company will receive $25,000,000 in net proceeds. Assuming 37,500,000 shares (75%) being offered by the Company are sold, the Company will receive $18,750,000 in net proceeds. Assuming 25,000,000 shares (50%) being offered by the Company are sold, the Company will receive $12,500,000 in net proceeds. Assuming 12,500,000 shares (25%) being offered by the Company are sold, the Company will receive $6,250,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days. However, we may, at any time and for any reason, terminate the offering.

The Company estimates the costs of this offering at about $62,000. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety.

The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 4.

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

You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

PART I PROSPECTUS	PAGE
PART I — PROSPECTUS
PROSPECTUS SUMMARY	1
1. PROSPECTUS SUMMARY		3
RISK FACTORS	4
2. RISK FACTORS		7
MANAGEMENT’S DISCUSSION AND ANALYSIS	15
3. USE OF PROCEEDS		13
INDUSTRY OVERVIEW	16
4. DILUTION		17
FORWARD-LOOKING STATEMENTS	17
5. CAPITALIZATION		21
DESCRIPTION OF BUSINESS	17
6. PLAN OF DISTRIBUTION		25
USE OF PROCEEDS	19
7. DETERMINATION OF OFFERING PRICE		27
DETERMINATION OF OFFERING PRICE	19
8. DESCRIPTION OF SECURITIES		28
DILUTION	20
9. INTERESTS OF NAMED EXPERTS AND COUNSEL		30
SELLING SHAREHOLDERS	21
10. INFORMATION WITH RESPECT TO THE REGISTRANT		30
PLAN OF DISTRIBUTION	22
11. SELLING STOCKHOLDERS		34
DESCRIPTION OF SECURITIES	23
12. BUSINESS		39
INTERESTS OF NAMED EXPERTS AND COUNSEL	24
13. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		47
REPORTS TO SECURITIES HOLDERS	24
14. MANAGEMENT, EXECUTIVE COMPENSATION, AND SECURITY OWNERSHIP		54
DESCRIPTION OF FACILITIES	24
15. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		59
LEGAL PROCEEDINGS	25
16. LEGAL PROCEEDINGS		64
PATENTS AND TRADEMARKS	25
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
DIRECTORS AND EXECUTIVE OFFICERS	25
17. CALCULATION OF REGISTRATION FEE		67
EXECUTIVE COMPENSATION	26
18. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28
19. INDEMNIFICATION OF DIRECTORS AND OFFICERS		68
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
20. RECENT SALES OF UNREGISTERED SECURITIES		69
PRINCIPAL ACCOUNTING FEES AND SERVICES	28
21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		70
MATERIAL CHANGES	28
22. FINANCIAL STATEMENTS		71
FINANCIAL STATEMENTS	F1- F11
23. UNDERTAKINGS		72
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
24. SIGNATURES		74
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	29
INDEMNIFICATION OF OFFICERS AND DIRECTORS	29
RECENT SALES OF UNREGISTERED SECURITIES	30
EXHIBITS TO THE REGISTRATION STATEMENT	30
UNDERTAKINGS	31
SIGNATURES	32

~~You should~~2 ~~rely~~Table only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.Contents

~~Through~~ PART ~~September~~I ~~30,~~— 2022 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.PROSPECTUS

~~The date of this prospectus is ___________________~~1. PROSPECTUS SUMMARY

~~Table of~~In ~~Contents~~this prospectus, “Pharmaceutical Resource Technology, Inc.,” the “Company,” “we,” “us,” and “our” refer to Pharmaceutical Resource Technology, Inc., unless the context otherwise requires. Unless otherwise indicated, references to our fiscal year refer to the fiscal year ended December 31.

~~PROSPECTUS SUMMARY~~This prospectus contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on management’s current expectations, assumptions, and beliefs regarding future events and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. Words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “project,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus.

In This prospectus summary highlights selected information contained elsewhere in this ~~Prospectus,~~prospectus ~~''Jaison~~and ~~Phytochem,''~~does not contain all of the ~~"Company,''~~information ~~''we,''~~that ~~''us,''~~you ~~and~~should ~~''our,''~~consider ~~refer~~before tomaking ~~Jaison~~an ~~Phytochem,~~investment ~~Inc~~decision., ~~unless~~You ~~the context~~should ~~otherwise~~carefully ~~requires.~~read ~~Unless~~this ~~otherwise~~entire ~~indicated~~prospectus, including the ~~term~~sections ~~''fiscal~~titled ~~year''~~“Risk ~~refers~~Factors,” to“Management’s ~~our~~Discussion ~~fiscal~~and ~~year~~Analysis ~~ending~~of ~~December~~Financial ~~31st. Unless~~Condition ~~otherwise~~and ~~indicated~~Results of Operations,” and the ~~term~~financial ~~''common~~statements ~~stock''~~and ~~refers~~related tonotes, ~~shares~~before ofdeciding ~~the~~to ~~Company's~~invest in our common stock.

~~This Prospectus, and any supplement to this Prospectus include “forward-looking statements”~~1. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking1. ~~Such forward-looking~~The statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this Prospectus.Company

~~This summary~~Pharmaceutical ~~only~~Resource ~~highlights~~Technology, ~~selected~~Inc. ~~information~~is ~~contained~~a inWyoming ~~greater~~corporation ~~detail~~originally ~~elsewhere~~incorporated inon ~~this~~June ~~Prospectus.~~17, ~~This~~2019 ~~summary~~under ~~may~~the ~~not~~name ~~contain all~~Jaison ofPhytochem, ~~the~~Inc. ~~information~~We ~~that~~commenced ~~you~~material ~~should~~operations ~~consider~~in ~~before~~January ~~investing~~2020. inIn ~~our~~March ~~common~~2023, ~~stock.~~we ~~You~~completed ~~should~~a ~~carefully~~corporate ~~read~~reorganization ~~the~~and ~~entire~~changed ~~Prospectus, including~~our ~~“Risk~~name ~~Factors”~~to ~~beginning~~Pharmaceutical onResource ~~Page 4~~Technology, ~~and~~Inc. ~~the~~to ~~financial~~reflect ~~statements,~~a ~~before~~strategic ~~making~~shift anand ~~investment~~expansion ~~decision~~of our business focus.

~~The Company~~We operate as a U.S. holding company with principal executive offices in Singapore. We do not legally own any subsidiaries. Our operations are conducted primarily through asset-based acquisitions and management arrangements in Singapore. Our business activities currently span three primary areas: (i) honey straw manufacturing, (ii) pharmaceutical and dietary supplements manufacturing, and (iii) building and construction services. Based on recent operations, our revenue mix is approximately 18% from honey straw manufacturing, 18% from pharmaceutical and dietary supplements manufacturing, and 64% from building and construction activities.

WeIn ~~were~~2023, ~~incorporated~~we ~~in the~~acquired, ~~state~~through ofasset ~~Wyoming~~purchases, ona ~~June~~certified ~~17,~~pharmaceutical ~~2019~~manufacturing business and a building and construction business in Singapore. InThese ~~January~~acquisitions ofwere ~~2020~~structured weas ~~began~~asset ~~material~~acquisitions ~~operations~~rather than equity acquisitions, and the acquired operations are conducted through managing agencies rather than owned subsidiaries. We believe the pharmaceutical manufacturing capabilities enhance our food health and ~~sale~~safety ofstandards applicable to our honey ~~straws~~straw and dietary supplements operations, ~~which is~~ ~~disclosed~~while the construction business supports the development of manufacturing facilities in ~~more~~targeted ~~detail below~~regions.

OnOur ~~June~~manufacturing, 17operational staffing, ~~2019~~and certain administrative functions are heavily dependent on a long-standing contractual relationship with Superbee Network Singapore Pte. Ltd., Mra Singapore company. ~~Jacksaa~~Pursuant ~~Tan~~to ~~was appointed~~management asand ~~Chairman~~consultancy arrangements, ~~President~~Superbee provides personnel, ~~Chief~~operational ~~Executive~~support, ~~Officer~~and other services necessary for our manufacturing, packaging, sales, and aconstruction-related ~~member~~activities ofin Singapore and the surrounding region. From time to time, Superbee may also collect customer payments on our ~~Board~~behalf ofand ~~Directors~~advance or prepay certain operating expenses. We currently have two permanent employees, both of whom are our executive officers and directors.

On3 ~~June~~Table ~~17, 2019, Ms. Hui Eng Ling was appointed as Secretary, Treasurer, Chief Financial Officer and a member~~ of ~~our Board of Directors.~~Contents

OnOur ~~June~~officers ~~19,~~and ~~2019~~directors, ~~the~~Jacksaa ~~Company~~Tan ~~issued 750~~and Hui Eng Ling,~~000~~ ~~shares~~also serve as directors of ~~restricted~~Superbee ~~common~~Network ~~stock,~~Singapore ~~each~~Pte. atLtd. ~~par~~and ~~value~~collectively control a substantial majority of $0that entity.01 ~~per~~As ~~share~~a result, toour Mrrelationship with Superbee constitutes a related-party relationship and represents a significant operational dependency. ~~Jacksaa~~Any ~~Tan~~disruption, ~~for~~termination, ~~initial~~or ~~working~~material ~~capital~~modification of $7this relationship could require us to materially restructure our business operations and could have an adverse effect on our business,~~500~~ financial condition, and results of operations.

OnWe ~~June~~currently ~~19,~~market ~~2019,~~and ~~the~~sell ~~Company~~our ~~issued 250,000~~products ~~shares~~and ofservices ~~restricted~~primarily ~~common~~in ~~stock,~~Asia ~~each~~and athave ~~par~~customers ~~value~~in ofapproximately $0ten countries.01 ~~per~~We ~~share~~hold the material licenses, tocertifications, ~~Ms.~~and ~~Hui~~regulatory ~~Eng~~approvals ~~Ling~~required for ~~initial~~our ~~working~~existing ~~capital~~operations ofin $2Singapore; however,~~500~~ additional licenses or approvals may be required as we expand into new territories.

OnWe orintend ~~about~~to ~~January~~use 3,the ~~2020,~~proceeds wefrom ~~procured~~this ~~approximately 1.2~~offering ~~million~~to ~~dollars~~support inthe ~~physical~~expansion ~~assets~~of ~~from~~our ~~Superbee~~honey ~~Network~~straw ~~Singapore~~and ~~Pte~~dietary ~~Ltd,~~supplements amanufacturing ~~Singapore~~operations ~~Company~~into ~~("Superbee").~~new ~~The~~geographic ~~aforementioned assets~~markets, ~~were~~increase ~~paid~~production ~~for~~capacity, inand ~~their~~fund ~~entirety~~general bycorporate ~~our~~and ~~directors~~operating expenses. ~~The~~Even ~~physical~~if ~~assets~~we ~~acquired~~sell ~~were~~all ~~comprised predominantly~~ of ~~office equipment,~~the ~~furniture,~~shares ~~and~~offered ~~manufacturing~~in ~~equipment.~~this Ofoffering, the ~~aforementioned~~proceeds ~~assets~~may ~~acquired,~~be ~~the~~insufficient ~~most~~to ~~expensive,~~fully ~~valued~~execute ~~at approximately~~our 1business ~~million USD~~plan, ~~were 400 machines used for the packaging~~ and ~~sealing~~we ofmay ~~honey~~require ~~straws.~~additional ~~Honey~~financing ~~straws~~in ~~are~~the ~~small plastic receptacle tubes filled with honey~~future.

On January 3, 2020 we entered into an “Industrial Design License Agreement” with Superbee, whereas Superbee licensed to us the legal rights to use their design and packaging of plastic honey straws, that are used to house honey for future consumption directly from the packaging container. Pursuant to this agreement, we paid a one time fee of $1~~,080,000 to Superbee and agreed to pay a yearly royalty to Superbee depending on our gross sales~~. ~~The annual royalty to be paid to Superbee is based upon 20% of our gross sales, with regard to the amount of our gross sales exceeding $6,000,000 per annum in United States dollars~~2. IfOur weBusiness generate $6,000,000 or less in gross sales per annum there is no royalty fee due to Superbee for that annual period. The aforementioned industrial Design License Agreement covers the registered design and packaging of honey in straw shape that may be offered within the EU, Hong Kong and Malaysia where the novelty representation/~~features~~ ~~of the design(s) for which novelty is claimed are the shape, configuration, pattern, ornamentation and/or the combination thereof.~~Operations

~~Superbee~~We ~~Network~~operate ~~Singapore Pte~~as ~~Ltd~~an isintegrated ~~the~~manufacturing ~~patent holder in Singapore for the design~~ and ~~manufacturing~~services ~~rights~~company offocused ~~our~~on honey ~~sealing~~straw ~~machine that we use to package our honey into ‘honey straws’. On May 25~~products, ~~2020,~~pharmaceutical ~~we entered into a Patent License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design~~ and ~~manufacturing~~dietary ofsupplements ~~the honey sealing machine so that we may create~~manufacturing, and ~~resell, such~~building ~~machines~~and ~~for~~construction ~~our~~services, ~~own~~with ~~benefit.~~operations Inconducted ~~consideration~~primarily ofin ~~the~~Singapore ~~Patent~~and ~~License~~other ~~Agreement~~parts ~~we paid Superbee a one time fee~~ of ~~$25,000,000~~Asia. ~~Pursuant to~~Our ~~the~~business ~~aforementioned~~model ~~agreement,~~is wedesigned ~~are obligated~~ to ~~pay~~support ~~Superbee~~scalable anmanufacturing ~~annual royalty fee of 25% of our gross sales for any amount over $2~~capabilities,~~500,000,~~ ~~that~~product wequality ~~generate~~and ~~as a result of the revenue from the sale(s) of such machines. Machines we may create for our own use~~safety, ~~from~~ ~~this licensing agreement, are not subject to any royalty provisions~~ and ~~are~~geographic ~~not~~expansion ~~factored~~ into ~~our~~additional ~~gross revenues in any capacity as it relates to this agreement, unless they are subsequently resold~~markets.

AtOur ~~this~~honey ~~time~~straw business involves the manufacturing, wepackaging, ~~operate~~and assale aof USsingle-serve ~~legal entity~~honey inproducts ~~Singapore~~primarily for food and weconsumer ~~share~~markets. ~~the~~These ~~same~~operations ~~business~~rely ~~address~~on asspecialized ~~Superbee~~packaging ~~Network~~machinery ~~Singapore~~and ~~Pte~~production ~~Ltd.~~processes ~~Superbee~~designed ~~leases~~to usmeet ~~our~~applicable ~~office/~~food ~~factory space~~safety ~~pursuant~~and toquality astandards. ~~3-year~~Our ~~tenancy~~pharmaceutical ~~agreement~~and atdietary asupplements ~~monthly~~business ~~cost~~involves the manufacturing of ~~$3,000~~health-related ~~per~~products ~~month~~in compliance with ~~the~~applicable ~~first~~regulatory ~~year~~and ~~rent~~certification ~~free~~requirements in Singapore. We ~~entered~~believe ~~into~~that ~~this agreement~~the ~~for~~operational ~~tenancy~~standards ~~with~~applied ~~Superbee~~in onour ~~January~~pharmaceutical 1,and ~~2020~~dietary supplements manufacturing enhance quality control and safety practices across our honey straw operations.

WeIn ~~currently~~addition ~~have~~to ~~two~~manufacturing ~~employees~~activities, ~~comprised~~ ofwe ~~our~~conduct ~~officers~~building and ~~directors.~~construction Weservices ~~rely~~through ~~entirely~~acquired onoperations ~~staffing~~in ~~provided~~Singapore. byThis ~~Superbee~~business tosupports ~~manufacture~~the development, ~~package~~construction, and ~~sell~~expansion ~~the honey~~of ~~straws~~manufacturing wefacilities ~~currently offer throughout Asia. From time to time we also rely on Superbee to collect payments on our behalf,~~ and to ~~prepay~~related ~~or cover any associated operating expenses we may incur~~infrastructure. ~~Superbee~~The noconstruction ~~longer~~segment ~~manufactures~~currently orrepresents ~~resells honey straws for their own benefit, however it has~~ a ~~long~~significant ~~history~~portion ~~and~~of ~~experience~~our ~~within~~revenues ~~the industry. Superbee has shared with us their contacts, distribution channels,~~ and ~~honey~~provides ~~suppliers,~~in-house ~~which~~capabilities wethat ~~believe will continue to prove beneficial moving forward as~~ we ~~continue~~use to ~~offer honey~~support ~~straws~~expansion ~~throughout~~of ~~Asia.~~production ~~Currently,~~capacity wein ~~sell~~targeted ~~our products within 10 countries worldwide~~regions.

Our ~~officers~~operations ~~and~~are ~~directors~~conducted without owned subsidiaries. Instead, ~~Jacksaa~~we ~~Tan~~conduct business through asset-based acquisitions and ~~Hui~~management ~~Eng Ling~~arrangements. ~~are~~We ~~also~~rely ~~directors~~substantially ofon Superbee Network Singapore Pte. Ltd., ~~Together~~a ~~they~~Singapore ~~collectively~~company, ~~control~~for ~~approximately~~operational ~~99%~~staffing, ofmanufacturing support, administrative services, and certain logistical and financial functions. Pursuant to management and consultancy arrangements, Superbee provides personnel and operational resources necessary to conduct our manufacturing, sales, and construction activities. From time to time, Superbee may also collect customer payments on our behalf and advance or prepay certain operating expenses, which are subsequently settled by us. These arrangements allow us to operate with a limited number of direct employees while maintaining operational capacity.

~~From~~We ~~March~~currently ~~30,~~have ~~2020~~two ~~to March~~permanent 31employees, ~~2020,~~both ~~the~~of ~~company~~whom ~~issued~~are ~~6,550,000~~our ~~shares~~executive ofofficers ~~restricted~~and ~~common~~directors. ~~stock~~All other personnel involved in manufacturing, atsales, aand ~~price~~construction ofactivities $0are provided through third-party arrangements.05 ~~per~~Our ~~share~~reliance on third-party service providers, toand ~~35 shareholders for~~in ~~$327~~particular on Superbee,~~500~~ ofrepresents ~~working~~a ~~capital~~significant operational dependency.

OnWe ~~December~~sell ~~30,~~our ~~2020,~~products ~~the~~and ~~Company amended~~services ~~its~~primarily ~~Corporate~~in ~~Charter~~Asia toand ~~increase~~currently ~~the~~have ~~Company’s~~customers ~~authorized~~in ~~shares~~approximately often ~~common~~countries. ~~stock~~Our ~~from~~ability ~~1,500,000,000~~ to ~~3,000,000,000. Despite~~continue ~~the~~operating ~~amendment~~and ~~being~~expand ~~adopted~~our ~~and~~business ~~deemed~~depends ~~effective~~ on ~~December~~maintaining 30required licenses, ~~2020~~certifications, ~~the~~and ~~filing~~regulatory ofapprovals in the ~~Certificate~~jurisdictions ofin ~~Amendment~~which ~~was~~we ~~not filed~~operate. ~~with~~While we hold the ~~Wyoming~~material ~~Secretary~~approvals ofrequired ~~State~~for ~~until~~our ~~January~~existing 28operations in Singapore, ~~2021~~expansion into new territories may require additional regulatory approvals, certifications, or licenses.

On4 ~~December~~Table ~~30, 2020, the Company issued 2,012,465,400 shares~~ of ~~restricted common stock to Mr. Jacksaa Tan, each at par value of $0.01 per share, to redeem a debt of $20,124,654 owed to Mr. Jacksaa Tan.~~Contents

OnOur ~~December~~business ~~30,~~strategy ~~2020,~~is to use the ~~Company issued~~proceeds ~~670~~from this offering,~~821~~ together with existing resources,~~800~~ ~~shares~~to ofexpand ~~restricted~~honey ~~common~~straw ~~stock~~and todietary ~~Ms.~~supplements ~~Hui~~manufacturing ~~Eng~~capacity, ~~Ling~~establish additional production facilities in new markets, ~~each~~and ~~with~~support ageneral ~~par~~corporate ~~value~~and ofoperating $0activities.01 ~~per~~Our ~~share,~~future performance will depend on our ability to ~~redeem~~ amanage ~~debt~~growth, ofmaintain $6quality and regulatory compliance,~~708,218~~ ~~owed~~and tosustain ~~Ms.~~key ~~Hui~~operational ~~Eng~~relationships ~~Ling~~that support our business model.

~~On May 17, 2021, the company issued 73,000 additional shares of restricted common stock, at a price of $0~~1.~~05 per share, to 16 of 35 individuals from the March 2020 sales of common stock~~3. ~~These~~ ~~individuals~~Recent ~~provided the Company $3,650 in additional working capital.~~Developments

InSince ~~regards~~the tocompletion ~~all~~ of ~~the~~our ~~above~~corporate ~~transactions we~~reorganization ~~claim~~and anname ~~exemption~~change ~~from~~to ~~registration~~Pharmaceutical ~~afforded~~Resource ~~by Regulation~~Technology, SInc. ofin ~~the~~March ~~Securities Act of 1933~~2023, asour ~~amended~~business ~~("Regulation S")~~operations ~~for~~have ~~the~~remained ~~above~~focused ~~sales~~on of the ~~stock~~execution ~~since~~and ~~the~~integration ~~sales~~ of the ~~stock~~asset-based ~~were~~acquisitions ~~made~~and tooperating ~~non-U.S.~~arrangements ~~persons~~previously ~~(as~~disclosed ~~defined~~in ~~under~~this ~~Rule~~prospectus. ~~902~~These ~~section (k)(2)(i)~~include ofour ~~Regulation~~pharmaceutical ~~S),~~and ~~pursuant~~dietary tosupplements ~~offshore~~manufacturing ~~transactions,~~operations and noour ~~directed~~building ~~selling~~and ~~efforts~~construction ~~were~~activities ~~made~~ in ~~the United States by the issuer~~Singapore, awhich ~~distributor,~~continue ~~any~~to ofbe ~~their~~conducted ~~respective~~through ~~affiliates,~~managing oragencies ~~any~~rather ~~person~~than ~~acting~~owned ~~on behalf of any of the foregoing~~subsidiaries.

WeIn ~~believe~~connection wewith ~~need~~this toregistration ~~raise $25~~statement,~~000,000~~ towe ~~execute our~~have ~~business~~completed ~~plan~~audited ~~over~~financial ~~the~~statements ~~next~~for ~~24 months. Within~~ the ~~next~~periods 24presented ~~months~~and weupdated ~~seek~~related disclosures to ~~move~~reflect ~~our~~the ~~business~~correct toauditor aengagements ~~larger~~and ~~factory~~applicable ~~with~~audit ~~more potential for growth~~periods. WeOther ~~believe~~than ~~we need~~ the ~~funds~~foregoing, ~~from~~there ~~this~~have ~~offering~~been tono ~~cover~~material ~~increase~~changes ~~projected~~to ~~operating~~our ~~expenses~~business ~~associated~~operations, ~~with~~organizational astructure, ~~larger~~or ~~factory and~~operating ~~increased~~strategy ~~production~~that ofhave ~~the~~not ~~honey~~otherwise ~~straws~~been wedescribed ~~offer. The funds raised~~ in this ~~offering, even assuming we sell all the shares being offered, may be insufficient to carry out our intended business operations~~prospectus.

-Except 1as - disclosed elsewhere in this prospectus, we have not entered into any material definitive agreements, completed any additional material acquisitions or dispositions, or experienced any material changes in our financial condition or results of operations that would require additional disclosure under this heading.

~~Table of~~1.4. ~~Contents~~Our Offering

~~Our Offering~~The following summary describes the principal terms of this offering. This summary is qualified in its entirety by the more detailed information appearing elsewhere in this prospectus.

We have authorized capital stock consisting of 3,000,000,000 shares of common stock, $0.01 par value per share (“Common Stock”) We have 2,690,910,200 shares of Common Stock issued and outstanding with 309,089,800 shares unissued. Through this offering we will register a total of 56,623,000 shares of common stock. These shares represent 50,000,000 additional shares of common stock to be issued by us and 6,623,000 shares of common stock to be offered by our selling stockholders. We may endeavor to sell all 50,000,000 shares of common stock after this registration statement becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.50 per share for the duration of the offering. The selling stockholders will also sell their shares at a fixed price of $0.50 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.

Issuer		Pharmaceutical Resource Technology, Inc.

Securities Offered by the Company		100,000,000 shares of common stock

Securities Offered by Selling Stockholders		170,175,496 shares of common stock

Common Stock Outstanding Prior to this Offering		2,854,462,696 shares

Common Stock Outstanding After this Offering (assuming sale of all shares offered by the Company)		2,954,462,696 shares

Offering Price		$0.50 per share

Offering Type		Direct public offering by the Company and resale offering by selling stockholders

Underwriting		Self-underwritten, best efforts

Use of Proceeds		We will receive the proceeds from the sale of shares offered by us. We will not receive any proceeds from the sale of shares by the selling stockholders.

Minimum Offering Amount		None

Duration of Offering		The offering will terminate upon the earlier of (i) the date all shares offered are sold or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for up to an additional 90 days.

Market for Common Stock		There is currently no public market for our common stock. We intend to seek quotation on the OTCQB; however, there is no assurance that a public market will develop.

Risk Factors		Investing in our common stock involves a high degree of risk. See “Risk Factors”.

*The primary offering onof ~~behalf~~shares of by the Company is separate from the ~~secondary~~ resale offering ofby the selling stockholders. inProceeds ~~that~~from the ~~proceeds~~sale ~~from~~of ~~the~~ shares of ~~stock sold~~ by ~~the~~ selling ~~stockholder’s will go directly to them~~stockholders, ~~not the Company. The same idea applies~~ if ~~the~~any, ~~Company~~will ~~approaches or~~be ispaid ~~approached~~directly ~~by investors who then subsequently decide~~ to ~~invest with~~ the ~~Company.~~selling ~~Those~~stockholders ~~proceeds~~and ~~would~~will ~~then~~not gobe toused by the Company. ~~Whomever the~~We ~~investors decide to purchase the shares from~~ will bereceive ~~the beneficiary of the~~ proceeds. ~~None~~only ~~of the proceeds~~ from the ~~selling~~sale ~~stockholder’s will~~of beshares ~~utilized~~offered orby ~~given to the Company~~us.

*We Our Chief Executive Officer will ~~notify~~offer ~~investors~~the byshares ~~filing~~on behalf of the Company on a ~~post~~best-~~effective~~efforts ~~amendment~~basis. toThere ~~our~~is ~~registration~~no ~~statement~~minimum number of shares that ~~will~~must be ~~available~~sold for ~~public viewing on~~ the ~~SEC~~offering ~~Edgar~~to ~~Database~~proceed, ofand ~~any~~investors ~~such~~may ~~extension~~lose oftheir ~~the~~entire ~~offering~~investment.

Securities being offered by the Company	50,000,000 shares of common stock, at a fixed price of $0.50 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.
Securities being offered by the Selling Stockholders	6,623,000 shares of common stock, at a fixed price of $0.50 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times for the duration of the offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.
Offering price per share	We and the selling shareholders will sell the shares at a fixed price per share of $0.50 for the duration of this Offering.
Number of shares of common stock outstanding before the offering of common stock	2,690,910,200 common shares are currently issued and outstanding.
Number of shares of common stock outstanding after the offering of common stock	2,740,910,200 common shares will be issued and outstanding if we sell all of the shares we are offering herein.
The minimum number of shares to be sold in this offering	None.
Market for the common shares	There is no public market for the common shares. The price per share is $0.50.
	We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop.
	The offering price for the shares will remain at $0.50 per share for the duration of the offering.

Table of Contents

~~- 2~~1.5. -Use of Proceeds

~~Table~~ We estimate that the net proceeds to us from the sale of ~~Contents~~the 100,000,000 shares of common stock offered by us in this offering, after deducting estimated offering expenses payable by us, will be approximately $50,000,000 if all of the shares offered by us are sold. If fewer shares are sold, our net proceeds will be reduced proportionately. We will not receive any proceeds from the sale of shares by the selling stockholders.

Use of Proceeds	We intend to use the gross proceeds to us to, amongst other things, fund daily operating expenses, hire and pay additional staff, lease a new larger production factory, have additional machinery constructed for our production of honey straws, advertising and marketing expenses, and fees and expenses related to this offering.
Termination of the Offering	This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 56,623,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering.
Terms of the Offering	Our Chief Executive Officer, Mr. Jacksaa Tan will sell the 50,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a best efforts basis.
Subscriptions:	All subscriptions once accepted by us are irrevocable.
Registration Costs	We estimate our total offering registration costs to be approximately $62,000.
Risk Factors:	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

We intend to use the net proceeds from this offering primarily to support the expansion of our honey straw and pharmaceutical and dietary supplements manufacturing operations, including increasing production capacity, establishing or expanding manufacturing facilities in new geographic markets, and acquiring additional machinery and equipment. We also intend to use a portion of the proceeds for general corporate purposes, including working capital, operating expenses, and costs associated with maintaining our status as a public company.

~~You~~Our ~~should~~management ~~rely~~will ~~only~~have ~~upon~~broad discretion in the ~~information~~application ~~contained in~~of the net proceeds from this ~~prospectus.~~offering, Weand ~~have~~the ~~not~~timing ~~authorized~~and ~~anyone~~amount toof ~~provide~~expenditures ~~you~~will ~~with~~depend ~~information~~on ~~different~~a ~~from~~number ~~that~~of ~~which~~factors, isincluding ~~contained~~the inamount ~~this~~of ~~prospectus. We~~proceeds ~~are~~actually ~~offering~~raised, tooperational ~~sell~~requirements, ~~common~~market ~~stock~~conditions, regulatory considerations, and ~~seeking~~business ~~offers~~opportunities that may arise. Pending their use, we intend to ~~common~~invest ~~stock~~the ~~only~~net proceeds in ~~jurisdictions~~short-term, ~~where~~interest-bearing, ~~offers~~investment-grade ~~and~~securities ~~sales~~or ~~are~~deposit ~~permitted~~them in bank accounts.

~~- 3~~Even -if we sell all of the shares offered by us in this offering, the net proceeds may be insufficient to fully fund our planned expansion and operations, and we may require additional financing in the future. There can be no assurance that the proceeds from this offering will be sufficient to achieve our business objectives or that we will be able to obtain additional financing on acceptable terms, or at all.

~~Table of~~1.6. ~~Contents~~Summary Risk Factors

~~RISK FACTORS~~An investment in our common stock involves a high degree of risk. The following summary highlights certain material risks associated with an investment in our common stock. This summary does not describe all of the risks that we face. You should carefully consider these risks, together with the more detailed discussion under the heading “Risk Factors” and the other information contained in this prospectus, before deciding to invest in our common stock.

~~Please consider~~· ~~the~~We ~~following~~are ~~risk~~highly ~~factors~~dependent on third-party operating arrangements, particularly with Superbee Network Singapore Pte. Ltd. We rely extensively on Superbee for personnel, manufacturing support, administrative services, and ~~other~~certain ~~information~~financial and operational functions. Any disruption, termination, or adverse change in this ~~prospectus~~relationship ~~relating~~could tomaterially harm our business, ~~before~~financial ~~deciding~~condition, and results of operations. · Our business operations are geographically concentrated outside the United States. Substantially all of our operations are conducted in Singapore and other parts of Asia, subjecting us to ~~invest~~ economic, regulatory, political, and legal risks associated with operating in foreign jurisdictions. · Our officers and directors exercise significant control over the Company. Our executive officers and directors hold a substantial number of our outstanding shares and, as a result, have significant influence over matters requiring stockholder approval. This concentration of control may limit the ability of other stockholders to influence corporate matters and could discourage potential investors. · Investors in this offering will experience immediate and substantial dilution. The offering price of our common stock is substantially higher than the net tangible book value per share, and purchasers in this offering will incur immediate dilution in the net tangible book value of their investment. · There is no public market for our common stock, and a market may never develop. There is currently no established public trading market for our common stock. Although we intend to seek quotation on the OTCQB, there can be no assurance that our common stock will be quoted or that an active trading market will develop or be sustained. · Even if this offering is completed, we may require additional capital. The proceeds from this offering, even if fully subscribed, may be insufficient to fully implement our business plan. We may need to raise additional capital in the future, which may not be available on acceptable terms or at all and could result in further dilution to investors.

~~This offering~~These ~~and any investment in our common stock involves a high degree of risk. You should carefully consider the~~ risks ~~described below~~could materially and ~~all~~adversely ofaffect ~~the information contained in this prospectus before deciding whether to purchase~~ our ~~common stock. If any of the following risks actually occur, our~~ business, financial condition, ~~and~~ results of operations, ~~could~~and bethe ~~harmed.~~value ~~The trading price~~ of our common stock ~~could decline due to any of these risks, and you may lose all or part of your investment~~.

~~We consider~~6 ~~the~~Table following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of ~~the invested amount.~~Contents

~~An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us~~1. ~~You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock~~7. IfControl ~~any of the following risks actually occur, our business~~ and ~~financial~~Voting ~~results could be negatively affected to a significant extent.~~Power

~~Risks Relating~~As of the date of this prospectus, our Chief Executive Officer, Jacksaa Tan, and our Chief Financial Officer, Hui Eng Ling, collectively own and control approximately 94.03% of the voting power of our outstanding common stock. As a result, these individuals have the ability to ~~Our~~control ~~Company~~the outcome of all matters submitted to our stockholders for approval, including the election of directors, amendments to our certificate of incorporation and ~~Our~~bylaws, ~~Industry~~and the approval of significant corporate transactions.

~~Our business~~The ~~expansion~~following ~~may~~table ~~lead~~sets toforth ~~unsteady~~the ~~revenues~~voting power of our executive officers and directors before and after this offering, assuming the sale of all 100,000,000 shares offered by the Company and no sale of shares by the selling stockholders.

~~We currently offer only one product, honey straws~~1. We plan to further develop additional distribution channels to EU countries over the next 24 months, which will involve development costs and may cause variability, unsteady revenues and higher expenses8. ItBeneficial isOwnership ~~difficult to accurately forecast revenues~~ and ~~operating~~Voting ~~results~~Power ~~which could fluctuate in the future due to a number~~ of ~~factors,~~Officers ~~including~~and ~~the following:~~Directors

· Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses, including additional distribution costs.

	Before Offering			After Offering
Shares of common stock outstanding		2,854,462,696			2,954,462,696
Voting power held by officers and directors (collectively)		94.03	%		90.85	%

·Beneficial ~~Our~~ownership ~~ability~~is todetermined ~~manage~~in ~~our~~accordance ~~capital~~with Rule 13d-3 of the Securities Exchange Act of 1934 and ~~liquidity~~includes ~~requirements~~shares ~~based~~over onwhich ~~changing~~a ~~market~~person ~~conditions~~has ~~generally~~voting or dispositive power, whether directly or indirectly, including through immediate family members or controlled entities.

·Even ~~The~~after ~~amount~~completion of this offering, Mr. Tan and ~~timing~~Ms. Ling will continue to control approximately 90.85% of ~~operating~~the ~~and~~voting power of our outstanding common stock, enabling them to substantially influence all matters requiring stockholder approval. This concentration of ownership may discourage a change of control, limit the ability of other ~~costs~~stockholders to influence corporate governance, and ~~expenses~~result in decisions that may not be aligned with the interests of other investors.

·2. ~~The~~RISK ~~nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.~~FACTORS

·2.1. ~~Adverse~~Risks ~~changes~~Relating ~~in the national and regional economies in which we will participate, including, but not limited~~ to, ~~changes~~Our inBusiness ~~our performance, capital availability,~~ and ~~market demand.~~Operations

·Our ~~Changes~~business inand ~~laws,~~operations ~~regulations,~~are ~~accounting,~~subject ~~taxation,~~to numerous risks and ~~other~~uncertainties, ~~requirements~~including ~~affecting~~those described below. Any of these risks could materially and adversely affect our business, financial condition, results of operations, and ~~business~~prospects.

~~Should any~~We ~~such~~are ~~developments~~highly ~~occur,~~dependent ~~our~~on ~~results~~third-party ofservice ~~operations~~providers ~~may~~and bemanagement ~~negatively~~arrangements ~~impacted~~to conduct our operations.

~~Our revenues~~We ~~will~~do ~~decline~~not ~~during~~conduct ~~the~~our ~~summer~~operations through owned subsidiaries and ~~winter~~instead ~~(months~~rely inon ~~which~~asset-based ~~school~~acquisitions isand ~~not~~third-party management and consultancy arrangements to carry out manufacturing, administrative, and operational functions. These arrangements expose us to risks that are outside of our direct control, including the risk that such third parties may fail to perform their obligations, experience financial or operational difficulties, or terminate or modify their relationship with us. Any disruption in ~~session)~~these arrangements could materially impair our ability to operate our business.

~~At least~~7 ~~90%~~Table of our revenues are derived from our distributors’ sales to schools. Accordingly, during the summer and winter months when students do not attend school, our revenues may be adversely impacted by the decreased demand for the honey straws we offer to our distributors that sell to schools. Contents

~~We expect~~Our ~~our~~operations ~~quarterly~~are ~~financial~~heavily ~~results~~dependent toon ~~fluctuate~~Superbee Network Singapore Pte. Ltd. for core operational functions.

~~We expect~~A substantial portion of our ~~net~~manufacturing, ~~sales~~staffing, administrative, and ~~operating~~operational ~~results~~activities are performed through Superbee Network Singapore Pte. Ltd. Pursuant to ~~vary~~management ~~significantly~~and consultancy arrangements, Superbee provides personnel, manufacturing support, and other essential services, and from ~~quarter~~time to ~~quarter~~time ~~due~~may tocollect customer payments on our behalf or advance operating expenses. Our reliance on a ~~number~~single ofthird-party ~~factors~~provider for these critical functions represents a significant operational risk. If our relationship with Superbee were terminated, ~~including~~disrupted, ~~changes in:~~or materially altered, we could be required to rapidly restructure our operations, incur significant costs, or experience interruptions that could materially harm our business and results of operations.

·We ~~Demand~~have ~~for~~a ~~honey~~very ~~straws~~limited number of direct employees and rely extensively on outsourced staffing.

·We ~~Our~~currently have only two permanent employees, both of whom are our executive officers and directors. All other personnel involved in our manufacturing, sales, and construction activities are provided through third-party arrangements. This limited internal staffing increases our dependence on third-party service providers and reduces our ability to ~~obtain~~independently manage and ~~retain~~oversee ~~existing~~day-to-day ~~customers~~operations. Any loss of access to outsourced personnel or ~~encourage~~inability ~~repeat~~to ~~purchases~~attract or retain qualified service providers could adversely affect our operations.

·We ~~Our~~may ~~ability~~have todifficulty ~~manage~~managing ~~our~~growth ~~product~~and ~~inventory~~scaling our operations.

·Our ~~General~~business ~~economic~~strategy ~~conditions~~contemplates expansion of manufacturing capacity and entry into new geographic markets. Managing growth will require us to coordinate multiple third-party service providers, ~~both~~comply ~~domestically~~with additional regulatory requirements, and increase operational complexity. Our limited internal resources and reliance on third-party arrangements may constrain our ability to effectively manage expansion, which could result in ~~foreign~~inefficiencies, ~~markets~~increased costs, operational disruptions, or failure to achieve anticipated growth.

·A ~~Advertising~~significant ~~and~~portion ~~other~~of ~~marketing~~our ~~costs;~~revenues ~~and~~is derived from specific business segments.

·Our ~~Costs~~revenues are concentrated in a limited number of ~~creating~~business activities, including building and ~~expanding~~construction ~~distribution~~services ~~channel~~and tomanufacturing ~~new~~operations. ~~territories~~Changes in demand, competitive conditions, regulatory requirements, or operating performance within any of these segments could have a disproportionate impact on our overall financial condition and results of operations.

~~As a~~Our ~~result~~operations ofare ~~the~~geographically ~~variability~~concentrated ofoutside ~~these~~the ~~and~~United ~~other factors~~States, ~~our~~which ~~operating~~exposes ~~results~~us into ~~future~~additional ~~quarters may be below the expectations of our stockholders~~risks.

~~If we~~Substantially ~~fail~~all toof ~~establish~~our ~~and~~operations ~~maintain~~are anconducted ~~effective~~in ~~system~~Singapore and other parts of ~~internal~~Asia. ~~control~~As a result, we ~~may~~are besubject ~~unable~~ to ~~report~~risks ~~our~~associated ~~financial~~with ~~results~~operating ~~accurately or~~in toforeign ~~prevent~~jurisdictions, ~~fraud;~~including ~~any~~changes ~~ability~~in toeconomic ~~report~~conditions, ~~and~~regulatory ~~file~~frameworks, ~~our~~political ~~financial~~instability, ~~results~~currency ~~accurately~~controls, and ~~timely~~enforcement of contractual and property rights. These risks could ~~harm~~adversely affect our ~~reputation~~ability to operate our business and ~~adversely impact~~repatriate ~~the~~funds, ~~future~~and ~~trading~~could ~~price~~result ofin ~~our~~increased ~~common~~costs ~~stock~~or reduced revenues.

~~Effective internal control is necessary for us to provide reliable financial reports and prevent fraud~~2. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed2. AsRisks aRelating ~~result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access~~ to capital. Although we have established written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, such requirements and application policies may change, and the learning curve may render us having a lack of formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict our ability to timely gather, analyze and report information relative to the financial statements. Our ~~management~~Industry ~~is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff~~ and ~~this~~Regulatory ~~will impact the bottom line of our earnings.~~Environment

Our ~~business~~ ~~has~~operations ~~posted~~are ~~net~~subject ~~operating~~to ~~losses~~extensive ~~since~~regulatory ~~our~~requirements ~~inception~~applicable into ~~mid-2019.~~manufacturing and construction activities.

~~We incurred~~Our ~~losses~~manufacturing ofand ~~$646,640~~construction ~~for~~operations ~~the~~are ~~year~~subject ~~ended~~to ~~December~~numerous 31laws, ~~2020.~~regulations, Westandards, ~~have~~and ~~incurred~~regulatory ~~losses~~oversight ofin ~~$1,183,063~~the ~~from~~jurisdictions ~~inception~~in ~~through~~which ~~June~~we 30operate, ~~2021.~~ Weparticularly ~~may~~in ~~require~~Singapore ~~additional~~and ~~capital~~other ~~for~~parts ~~further development~~ of ~~our~~Asia. ~~business~~These ~~operations~~requirements ~~and~~relate ~~may~~to, beamong ~~able~~other tothings, ~~generate~~product ~~those~~quality ~~additional capital~~and safety, wehealth ~~may~~and ~~also~~environmental ~~encounter~~standards, ~~unforeseen~~workplace ~~expenses~~safety, ~~difficulties,~~construction ~~complications~~practices, ~~delays~~ and ~~other~~manufacturing ~~unknown~~processes. ~~factors~~Compliance ~~that~~with ~~may~~these ~~increase~~requirements ~~our capital~~involves ~~needs~~ongoing costs, administrative burdens, and~~/or~~ ~~cause~~operational usconstraints. Failure to ~~spend~~comply ~~our~~with ~~cash~~applicable ~~resources~~regulations ~~faster~~could ~~than~~result wein ~~expect.~~fines, ~~Accordingly~~penalties, wesuspension ~~will~~or ~~need~~revocation toof ~~obtain~~licenses, ~~substantial~~delays ~~additional funding~~ in ~~order~~operations, toor ~~continue~~restrictions on our ~~safe~~ability ~~expansion,~~to ~~and~~conduct ~~buffer~~business, ~~for~~any ~~uncertainties~~of ~~surrounding~~which ~~our~~could ~~ability~~materially toand ~~fund~~adversely affect our ~~expansion~~business ~~plan~~and results of operations.

~~Since our~~8 ~~inception,~~Table ~~we have financed our operations primarily through the sale~~ of our Common Stock. As of June 2021, we had approximately $580,723 in cash. To execute on our business plan successfully, we may need to raise additional money in the future. Additional financing may not be available on favorable terms, or at all. The exact amount of funds raised, if any, will determine how quickly we can reach profitability, if ever, on our operations.Contents

~~There are~~We nomust ~~assurances~~obtain ~~that~~and ~~future~~maintain ~~funding~~various ~~will be available on favorable terms~~licenses, ~~or at all. If additional funding is not obtained~~permits, ~~we may need to reduce, defer or cancel product development efforts, our production~~ and ~~marketing~~certifications ~~operations, or overhead expenditures~~ to ~~the extent~~operate ~~necessary. The failure to fund~~ our ~~operating and capital requirements could have a material adverse effect on our~~ business~~, financial condition and results of operations~~.

~~At present~~Our ability to conduct manufacturing and construction activities depends on obtaining and maintaining required licenses, ~~our~~permits, ~~operations~~certifications, ~~are~~and ~~entirely~~regulatory ~~dependent~~approvals. ~~upon~~These ~~our~~approvals ~~relationship~~may be subject to renewal, modification, or revocation and may require compliance with ~~Superbee~~evolving ~~Network~~standards ~~Singapore~~and ~~Pte~~conditions. ~~Ltd~~There can be no assurance that we will be able to timely obtain or renew all required approvals, aor ~~Singapore~~that ~~Company~~such approvals will remain in effect on commercially acceptable terms. Any failure to obtain, maintain, or renew necessary licenses or certifications could result in operational disruptions, increased costs, or limitations on our ability to expand into new markets.

~~On January~~We ~~3, 2020 we entered into an “Industrial Design License Agreement” with Superbee, whereas Superbee licensed to us the legal rights to use their design and packaging of plastic honey straws, that~~ are ~~used~~exposed to ~~house~~changes ~~honey for future consumption directly from the packaging container. Superbee Network Singapore Pte Ltd is the patent holder~~ in ~~Singapore~~laws ~~for the design~~ and ~~manufacturing~~regulations ~~rights of~~in ~~our~~foreign ~~honey sealing machine that we use to package our honey into ‘honey straws’~~jurisdictions. On May 25, 2020, we entered into a Patent License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design and manufacturing of the honey sealing machine so that we may create, and resell such machines for our own benefit.

~~We currently~~Substantially ~~only~~all ~~have two employees,~~ of ~~which are~~ our ~~officers~~operations ~~and~~are ~~directors.~~conducted Weoutside ~~rely~~the ~~entirely~~United ~~on staffing provided by Superbee to manufacturer~~States, ~~package,~~ and ~~sell our honey straws~~ we ~~currently~~are ~~offer~~subject ~~throughout Asia. From time~~ to ~~time~~the welegal ~~also~~and ~~rely~~regulatory onframeworks ~~Superbee~~of toforeign ~~collect payments on our behalf~~jurisdictions, ~~and~~which tomay ~~prepay~~differ orsignificantly ~~cover~~from ~~any~~those ~~associated~~in ~~operating~~the ~~expenses~~United weStates. ~~may~~Changes ~~incur.~~in ~~Superbee~~laws, noregulations, ~~longer~~regulatory ~~manufactures~~interpretations, or ~~resells~~enforcement ~~honey straws~~practices ~~for~~could ~~their~~impose ~~own~~additional ~~benefit~~compliance obligations, ~~however~~restrict itour ~~has~~operations, aincrease ~~long~~costs, ~~history~~or ~~and~~adversely ~~experience~~affect ~~within~~our ~~the~~contractual ~~industry~~arrangements. ~~Superbee~~Regulatory ~~has~~changes ~~shared~~may occur with uslimited ~~their~~notice ~~contacts, distribution channels,~~ and ~~honey~~could ~~suppliers~~have ~~which~~a wematerial ~~believe~~adverse ~~will~~effect ~~continue~~on toour ~~prove~~business, ~~beneficial~~financial ~~moving forward as we continue to offer honey straws throughout Asia. Currently~~condition, weand ~~sell~~results ~~our~~of ~~products within 10 countries worldwide~~operations.

~~In the~~We ~~unlikely~~operate ~~event,~~in ~~due~~competitive toindustries ~~shared management,~~ that ~~our~~may ~~relationship~~experience ~~with~~pricing ~~Superbee~~pressure ~~deteriorates,~~and ~~then~~increased we would need to restructure the entirety of our business plan, which could include, but would not strictly be limited to, the need to expend significant effort to hire additional employees to work directly on the company’s behalfcompetition.

~~- 4~~The -manufacturing and construction industries in which we operate are competitive and subject to pricing pressure from existing and new competitors. Competitors may have greater financial resources, operational capabilities, established customer relationships, or regulatory advantages. Increased competition or pricing pressure could reduce demand for our products and services, compress margins, or require increased expenditures to remain competitive. Our inability to effectively compete could materially and adversely affect our revenues and operating results.

~~Table of~~2.3. ~~Contents~~Risks Relating to Our Financial Condition and Capital Requirements

We ~~will~~ behave ~~subject~~a tohistory ~~the~~of ~~reporting~~operating ~~requirements~~losses ofand ~~U.S.~~a ~~federal~~limited ~~securities~~operating ~~laws,~~history ~~which~~in ~~can~~our becurrent ~~expensive~~business lines.

We ~~will~~ behave ~~subject~~incurred tooperating ~~the~~losses ~~information~~in ~~and~~prior ~~reporting~~periods ~~requirements of the Exchange Act~~ and ~~other~~have ~~federal~~a ~~securities~~limited ~~laws,~~operating ~~including~~history ~~compliance with~~following ~~the~~our ~~Sarbanes-Oxley~~reorganization ~~Act.~~and ~~The~~expansion ~~costs~~into ofour ~~preparing~~current ~~and~~business ~~filing~~activities. ~~annual~~Our ~~and~~historical ~~quarterly~~financial ~~reports,~~results ~~proxy~~may ~~statements~~not ~~and~~be ~~other~~indicative ~~information~~of ~~with the~~future ~~SEC~~performance, and ~~furnishing~~we ~~audited~~may ~~financial~~continue ~~statements~~ to ~~stockholders~~incur ~~will~~losses ~~cause~~as ~~our expenses to be higher than they would be if~~ we ~~had remained~~expand ~~privately~~our ~~held. In addition~~operations, itinvest ~~may~~in bemanufacturing ~~time consuming~~capacity, ~~difficult~~ and ~~costly~~incur ~~for~~additional uscosts toassociated ~~develop~~with ~~and~~being ~~implement~~a ~~the~~public ~~internal controls and reporting procedures required by the Sarbanes-Oxley Act~~company. WeOur ~~estimate~~limited ~~that~~operating ~~should~~history ~~the~~in ~~S-1~~our ~~declared~~current ~~effective~~structure bymakes ~~the~~it ~~SEC~~difficult ~~and we come subject~~ to ~~SEC~~evaluate ~~reporting requirements,~~ our ~~costs~~business ~~for~~prospects ~~these~~and ~~reporting~~increases ~~obligations,~~the ~~including~~risk ~~auditor~~that ~~related~~we ~~costs, for 12 months will cost us at least $50,000. We~~ may ~~need~~not toachieve ~~hire~~or ~~additional~~sustain ~~financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures~~profitability.

We ~~may~~ ~~incur~~do ~~significant~~not ~~costs~~present ~~and~~a ~~require~~ratio ~~significant~~of ~~management~~earnings ~~resources~~ to ~~evaluate~~fixed ~~our~~charges, ~~internal~~which ~~control~~may ~~over~~limit ~~financial~~investors’ ~~reporting~~ability ~~as required~~to ~~under~~evaluate ~~Section~~our ~~404~~ability ~~of the Sarbanes-Oxley Act, and any failure~~ to ~~comply~~service orfixed ~~any adverse result from such evaluation may have an adverse effect on our stock price~~obligations.

~~As a~~We ~~smaller~~have ~~reporting~~not ~~company,~~presented asa ~~defined~~ratio inof ~~Rule~~earnings ~~12b-2~~to ~~under~~fixed charges for the ~~Exchange~~periods ~~Act,~~included wein ~~will~~this beprospectus. ~~required~~This toratio ~~evaluate~~is ~~our~~commonly ~~internal~~used ~~control~~by ~~over financial~~investors ~~reporting~~to ~~under~~assess ~~Section~~a ~~404~~company’s ofability ~~the~~to ~~Sarbanes-Oxley~~meet ~~Act~~fixed ofobligations, ~~2002~~such ~~(“Section~~as ~~404”)~~interest ~~and~~payments, tofrom ~~include~~its anearnings. ~~internal~~Because ~~control report~~we ~~beginning~~do ~~with~~not ~~the~~present ~~Annual~~this ~~Report~~ratio, oninvestors ~~Form~~may ~~10-K.~~find ~~This~~it ~~report~~more ~~must~~difficult ~~include~~to ~~management’s~~evaluate ~~assessment~~our ofhistorical ~~the~~or ~~effectiveness~~prospective ~~of our~~ability ~~internal~~to ~~control~~cover ~~over~~fixed ~~financial~~charges ~~reporting~~on asa ofcomparative ~~the~~basis ~~end~~with ofother ~~the~~companies ~~fiscal~~that ~~year.~~disclose ~~This~~this ~~report~~information. ~~must~~Although ~~also~~we ~~include~~currently ~~disclosure~~do ofnot ~~any~~have material ~~weaknesses~~ ininterest-bearing ~~internal~~debt, ~~control~~we ~~over~~may ~~financial~~incur ~~reporting~~fixed ~~that~~charges wein ~~have~~the ~~identified.~~future, ~~Failure~~including tointerest ~~comply~~expense, lease obligations, or ~~any~~other ~~adverse~~contractual ~~results~~commitments. ~~from~~If our earnings are insufficient to cover such ~~evaluation~~ ~~could~~fixed ~~result~~charges in afuture ~~loss~~periods, ofwe ~~investor~~may ~~confidence~~be inrequired ~~our~~to ~~financial~~obtain ~~reports~~additional ~~and~~financing, ~~have~~refinance anexisting ~~adverse~~obligations, ~~effect~~or onreduce ~~the~~or ~~trading~~delay ~~price~~planned expenditures, any of which could adversely affect our ~~equity~~business, ~~securities~~financial condition, results of operations, and liquidity.

~~Our failure~~9 toTable appropriately and timely respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and have a material adverse effect on our business, financial condition and results of ~~operations.~~Contents

~~Our business~~We ismay ~~subject~~require toadditional ~~changing~~capital ~~consumer~~even ~~trends~~if ~~and~~this ~~preferences.~~offering ~~Our~~is failure to accurately predict or react to these trends could negatively impact consumer opinion of us as a source for the latest products, which in turn could harm our customer relationships and cause us to lose market sharecompleted. ~~The success of our product offerings depends upon a number of factors, including our ability to:~~

·The ~~Anticipate~~proceeds ~~customer~~from ~~needs~~this offering, even if we sell all of the shares offered by us, may be insufficient to fully fund our business plans, including expansion of manufacturing capacity and entry into new markets. Our future capital requirements will depend on numerous factors, including operating results, regulatory requirements, capital expenditures, and market conditions. If we are unable to raise additional capital when needed, or if such capital is unavailable on acceptable terms, we may be required to delay, reduce, or eliminate planned operations or growth initiatives, which could materially and adversely affect our business.

·Our ~~Innovate~~future revenues and ~~develop~~profitability ~~new~~are ~~products~~uncertain.

·We ~~Successfully~~have ~~introduce~~not ~~new~~established a consistent record of generating revenues or achieving profitability, and there can be no assurance that we will be able to generate sufficient revenues to become profitable. Our future revenues will depend on numerous factors, including demand for our products inand aservices, ~~timely~~competition, ~~manner~~pricing, regulatory compliance, and our ability to manage growth and operational complexity. Failure to achieve anticipated revenue growth or control costs could prevent us from becoming profitable and adversely affect our financial condition.

·We ~~Price~~may ~~our~~experience ~~products~~liquidity ~~competitively with retail~~ and ~~online~~cash ~~competitors~~flow constraints.

·Our ~~Deliver~~operations ~~our~~require ~~products~~ongoing inexpenditures ~~sufficient~~for ~~volumes~~manufacturing, construction activities, regulatory compliance, and general corporate purposes. If our operating cash flows are insufficient to meet our obligations, we may need to rely on external financing or third-party arrangements to fund operations. Any inability to manage cash flows effectively or access additional liquidity could result in adelays ~~timely~~in ~~manner;~~operations, increased costs, or adverse impacts on our financial condition and results of operations.

·2.4. ~~Differentiate~~Risks ~~our~~Relating ~~product~~to ~~offerings~~This ~~from those of our competitors.~~Offering

~~If we~~There dois ~~not~~no ~~introduce~~minimum ~~new~~offering ~~products~~amount, orand ~~make enhancements to meet~~ the ~~changing~~proceeds ~~needs~~from ofthis ~~our~~offering ~~customers~~may ~~in a timely manner, our products could~~ be ~~rendered~~insufficient ~~obsolete,~~to ~~which~~meet ~~could have a material adverse effect on~~ our ~~financial condition and results of operations~~objectives.

~~We face~~This ~~substantial~~offering ~~risk~~does not have a minimum subscription requirement, and we may raise significantly less than the maximum offering amount. As a result, the net proceeds available to us may be insufficient to fully implement our business plans or achieve our intended objectives. If we raise only a limited amount of ~~product~~proceeds, ~~liability~~we ~~claims~~may be required to delay, scale back, or eliminate planned operations or expansion initiatives, which could materially and ~~potential~~adversely ~~adverse~~affect ~~product~~our ~~publicity~~business and financial condition.

~~Like any~~This ~~other~~is ~~retailer,~~a ~~distributor or manufacturer of products that are designed to be ingested~~best-efforts, weself-underwritten ~~face an inherent risk of exposure to product liability claims~~offering, ~~regulatory action~~ and ~~litigation~~there ifis ~~our~~no ~~products~~assurance ~~are~~that ~~alleged to have caused loss or injury. In the event~~ we do ~~not~~will ~~have~~be ~~adequate~~able ~~insurance~~to orsell ~~contractual indemnification, product liability claims could have a material adverse effect on us. The successful assertion or settlement of~~ any ~~uninsured claim, a significant number of insured claims, or a claim exceeding our insurance coverage could have a material adverse effect on our results of operations~~shares.

~~If we~~This ~~fail~~offering tois ~~obtain~~being ~~necessary~~conducted ~~permits~~on a self-underwritten, ~~licenses~~best-efforts basis, and ~~approvals~~our ~~under~~Chief ~~applicable~~Executive ~~laws~~Officer ~~and~~will ~~regulations,~~offer the shares on our ~~business~~behalf. ~~and~~There ~~operations~~is ~~may~~no assurance that any of the shares offered will be ~~adversely~~ ~~impacted~~sold or that the offering will be completed on favorable terms, or at all. The absence of a firm commitment underwriting arrangement increases the risk that the offering may not raise sufficient capital to support our operations and growth plans.

~~We may~~Our bemanagement ~~required~~will tohave ~~obtain~~broad ~~and~~discretion ~~maintain certain permits, licenses and regulatory approvals~~ in the ~~jurisdictions~~use where we sell or plan to sell our products. There can be no assurance that we will be able to obtain or maintain any necessary licenses, permits or approvals. Any material delay in obtaining, or inability to obtain, such licenses, permits and approvals is likely to delay and/or inhibit our ability to carry out our plan of ~~operations~~the ~~and~~proceeds ~~could~~from ~~have~~this ~~a material adverse effect on our business, financial condition and results of operations~~offering.

~~- 5~~Our -management will have significant discretion in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the allocation of these funds. The actual use of proceeds may differ from our current plans based on various factors, including business opportunities, regulatory requirements, and market conditions. Any failure by management to effectively allocate the proceeds could adversely affect our business and results of operations.

~~Table~~ The offering price of ~~Contents~~our common stock was arbitrarily determined and is not based on traditional valuation metrics.

IfThe weoffering ~~were~~price toof ~~lose~~our ~~the~~common ~~services~~stock ofwas ~~Mr.~~determined ~~Tan~~by our management and Msdoes not bear any relationship to our assets, earnings, book value, or other generally accepted valuation criteria. ~~Ling~~As wea result, investors may ~~not be~~experience ~~able~~immediate todilution ~~execute~~in the value of their investment, and the market price of our ~~business~~common ~~strategy~~stock, if a trading market develops, may decline below the offering price.

We10 ~~currently~~Table ~~depend on the continued services and performance~~ of the key members of our management team, comprised of Jacksaa Tan and Hui Eng Ling. Their leadership has played an integral role in our company. The loss of the key members of our management team could disrupt our operations and have an adverse effect on our ability to grow our business. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.Contents

We2.5. ~~will~~Risks ~~require~~Relating ~~additional capital~~ to ~~execute our overall business strategy.~~Dilution

WeInvestors ~~have~~in anthis ~~ambitious~~offering ~~business~~will ~~strategy~~experience ~~that~~immediate ~~includes expansion through internal growth, development of new products, increasing our product distribution to an additional 60,000 schools, purchasing~~ and~~/or~~ ~~building~~substantial ~~new production machines, and constructing a new factory~~dilution. ~~We estimate that our expansion will cost us between $7,248,000 to $25,040,000 depending upon the direction we adopt for our expansion.~~

~~There~~The ispublic nooffering ~~assurance~~price ~~that~~of we$0.50 ~~will~~per beshare ~~able~~is tosubstantially ~~obtain~~higher ~~the~~than ~~necessary capital to meet~~ our ~~expansion~~net ~~plans.~~tangible ~~Additionally,~~book ifvalue weper ~~require~~share ~~the~~before ~~need~~this tooffering. ~~raise~~As ~~additional~~a ~~capital through the sale of equity~~result, ~~the issuance~~investors ofwho ~~those~~purchase shares ~~could result~~ in ~~dilution~~this tooffering ~~our~~will ~~shareholders.~~experience Ifimmediate wedilution ~~obtain~~in ~~debt~~the ~~financing,~~net atangible ~~portion~~book ofvalue ~~our operating cash flow may be dedicated to the payment~~ of ~~principal~~their ~~and interest on such indebtedness~~shares. IfNet ~~adequate~~tangible ~~funds~~book ~~are~~value ~~unavailable,~~per weshare ~~may~~represents bethe ~~required to~~amount ~~curtail~~of our ~~operations.~~total ~~There~~tangible ~~can~~assets beless nototal ~~assurance~~liabilities, ~~that~~divided ifby ~~we were to need additional funds to meet obligations we may incur in~~ the ~~future,~~ ~~that~~number ~~additional~~of ~~financing~~shares ~~arrangements~~of ~~would~~common bestock ~~available in amounts or on terms acceptable to us~~outstanding.

AThe ~~decline~~following intable ~~general~~illustrates ~~economic~~the ~~conditions~~dilution ~~could~~that ~~have~~new ainvestors ~~material~~will ~~adverse effect on our business~~experience, ~~financial~~assuming ~~condition~~various ~~and~~levels ~~results~~of completion of ~~operations.~~this offering:

Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. It is our opinion that in the event of an economic slowdown, spending habits of both consumers and businesses could be adversely affected and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations

	100% of Offering Sold		75% of Offering Sold		50% of Offering Sold
Net tangible book value before offering	$	9,775,456	$	9,775,456	$	9,775,456
Net proceeds from offering	$	50,000,000	$	37,500,000	$	25,000,000
As adjusted net tangible book value after offering	$	59,775,456	$	47,275,456	$	34,775,456
Shares outstanding before offering		2,854,462,696		2,854,462,696		2,854,462,696
Shares issued in this offering		100,000,000		75,000,000		50,000,000
Total shares outstanding after offering		2,954,462,696		2,929,462,696		2,904,462,696
Net tangible book value per share after offering	$	0.0202	$	0.0161	$	0.0120
Dilution per share to new investors	$	0.4798	$	0.4839	$	0.4880

~~Our financial~~Existing ~~statements~~stockholders ~~may~~have ~~not~~acquired beshares ~~comparable~~at toprices ~~those~~substantially ofbelow ~~other~~the ~~companies~~offering price.

~~Pursuant to~~The ~~Section~~majority ~~107(b)~~ of ~~the~~our ~~JOBS~~outstanding ~~Act,~~shares wewere ~~have~~issued ~~elected~~ to ~~use~~existing ~~the~~stockholders ~~extended~~at ~~transition~~prices ~~period~~significantly ~~for~~lower ~~complying~~than ~~with new or revised accounting standards under Section 102(b)(2) of The JOBS Act. This election allows us to delay~~ the ~~adoption of new or revised accounting standards that have different effective dates for~~ public ~~and~~offering ~~private companies until those standards apply to private companies~~price. As a result, ~~our financial~~new ~~statements~~investors ~~may~~will ~~not~~incur besubstantial ~~comparable~~dilution, towhile ~~companies~~existing ~~that~~stockholders ~~comply~~will ~~with~~experience ~~public~~an ~~company~~immediate ~~effective~~increase ~~dates,~~in ~~and~~the ~~our~~net ~~stockholders~~tangible ~~and~~book ~~potential investors~~value ~~may~~of ~~have~~their ~~difficulty~~shares inattributable ~~analyzing~~to ~~our~~the ~~operating~~capital ~~results~~raised ifin ~~comparing~~this ~~us to such companies~~offering.

We11 ~~do not~~Table ~~have an independent board~~ of ~~directors which could create a conflict of interests and pose a risk from a corporate governance perspective.~~Contents

~~Our~~Future ~~Board of~~issuances ~~Directors (the “Board”)~~ of ~~our~~equity ~~current~~securities ~~executive~~may ~~officer~~result ~~and~~in ~~consultants~~additional ~~and we do not have any outside or independent directors~~dilution. ~~The lack of independent directors:~~

·We ~~May~~may ~~prevent~~need to raise additional capital in the ~~Board~~future ~~from~~through ~~being~~the ~~independent~~issuance ~~from~~of ~~management~~equity or equity-linked securities to fund operations, expansion, or other corporate purposes. Any such issuances could further dilute the ownership interests of investors in ~~its~~this ~~judgments~~offering and ~~decisions~~could ~~and~~occur ~~its~~at ~~ability~~prices tolower ~~pursue~~than the ~~Board~~offering ~~responsibilities~~price, ~~without~~resulting ~~undue~~in ~~influence~~additional dilution.

·2.6. ~~May~~Risks ~~present~~Relating usto ~~from~~Ownership ~~providing~~Structure aand ~~check on management, which can limit management taking unnecessary risks.~~Control

·Our ~~Create~~officers ~~potential~~and ~~for~~directors ~~conflicts~~have ~~between~~significant ~~management~~ownership and ~~the~~voting ~~diligent~~power, ~~independent~~which ~~decision-making~~may ~~process~~limit the ability of ~~the~~other ~~Board~~stockholders to influence corporate matters.

·As ~~Present~~of the ~~risk~~date ~~that~~of this prospectus, our executive officers onand ~~the~~directors ~~Board~~beneficially ~~may~~own ~~have~~a ~~influence~~substantial ~~over~~majority ~~their~~of ~~personal~~our ~~compensation~~outstanding ~~and~~common ~~benefits~~stock. ~~levels~~Because ~~that~~each ~~may~~share ~~not~~of beour ~~commensurate~~common stock is entitled to one vote, this concentration of ownership provides our officers and directors with significant voting power over matters requiring stockholder approval, including the election of directors, amendments to our ~~financial~~certificate ~~performance~~of incorporation and bylaws, and the approval of significant corporate transactions.

·Investors ~~Deprive~~in usthis ofoffering ~~the~~will ~~benefits~~have oflimited ~~various~~ability ~~viewpoints~~to ~~and~~influence ~~experience~~corporate ~~when confronting challenges that we face~~decisions.

~~Because~~Due ~~officers~~to ~~serve~~the onconcentration of voting power held by our ~~Board~~officers ofand ~~Directors~~directors, it investors purchasing shares in this offering will behave ~~difficult~~limited ~~for~~ability to influence corporate actions or policies, even if such investors collectively hold a significant number of shares. This concentration of control may discourage or delay a change in control of the ~~Board~~Company, toincluding ~~fulfill~~transactions ~~its~~that ~~traditional~~some ~~role~~investors asmay ~~overseeing~~consider ~~management~~favorable, and may result in decisions that are not aligned with the interests of other stockholders.

~~Because we~~Our doownership ~~not~~structure ~~have~~and arelated-party ~~nominating,~~relationships ~~audit~~may orgive ~~compensation~~rise ~~committee, shareholders will have~~ to ~~rely~~conflicts ~~on the entire board~~ of ~~directors, no members of which are independent, to perform these functions~~interest. We do not have a nominating, audit or compensation committee or any such committee comprised of independent directors. The board of directors performs these functions. No members of the board of directors are independent directors. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Our ~~Chief~~officers ~~Executive~~and ~~Officer,~~directors ~~Jacksaa~~are ~~Tan~~involved in related-party relationships, including operational and ~~our~~service ~~Chief~~arrangements ~~Financial Officer,~~with ~~Hui~~entities ~~Eng~~under ~~Ling,~~common ~~collectively~~control. ~~own~~These ~~and~~relationships ~~control~~may ~~99.76%~~present conflicts of interest in connection with decisions regarding the ~~voting~~allocation ~~power~~of resources, the negotiation or continuation of ~~our~~third-party ~~outstanding~~arrangements, ~~capital~~and ~~stock~~other corporate matters. ~~Subsequent~~While such arrangements are intended to ~~this~~support ~~offering~~our operations, ~~Jacksaa~~ ~~Tan~~the ~~and~~interests ~~Hui~~of ~~Eng~~our ~~Ling~~officers, ~~collectively~~directors, ~~will own~~ and ~~control~~related ~~97.94%~~parties ofmay ~~the~~differ ~~voting~~from ~~power~~or ofconflict ~~our~~with ~~outstanding~~the ~~capital~~interests ~~stock~~of ~~should~~other ~~all 50~~stockholders,~~000,000~~ ~~shares~~which ~~being~~could ~~offered~~adversely byaffect our business and the ~~company~~value beof ~~sold~~our common stock.

After the Company’s offering, and assuming all of the shares that are being registered herein of the Company are sold, Jacksaa Tan and Hui Eng Ling, collectively, will own and control approximately 972.~~94% of our common stock~~7. ~~Collectively,~~Risks ~~Mr.~~Relating ~~Tan~~to ~~and~~the ~~Ms.~~Trading ~~Ling~~Market ~~will have substantial voting power in all matters submitted to our stockholders~~ for ~~approval~~Our ~~including:~~Common Stock

•There ~~Election~~is ofcurrently ~~our~~no ~~board~~public ofmarket ~~directors;~~for our common stock.

•There ~~Removal~~is no established public trading market for our common stock, and investors may have difficulty selling their shares or obtaining accurate market quotations. The lack of ~~any~~a public market may adversely affect the liquidity and market value of our ~~directors;~~common stock, and investors may be required to hold their shares for an indefinite period of time.

•There ~~Amendment~~is ofno assurance that our ~~Certificate~~common ofstock ~~Incorporation~~will be quoted on the OTCQB or ~~bylaws;~~that a trading market will be sustained.

•We ~~Adoption~~intend to seek quotation of ~~measures~~our ~~that~~common ~~could~~stock ~~delay~~on orthe ~~prevent~~OTCQB operated by OTC Markets Group Inc.; however, there can be no assurance that a ~~change~~market inmaker ~~control~~ will agree to file an application for quotation or ~~impede~~that aour ~~merger~~application will be approved. Even if our common stock is quoted, ~~takeover~~there can be no assurance that an active or ~~other~~liquid ~~business~~trading ~~combination~~market ~~involving~~will usdevelop or be maintained. The failure to obtain or sustain a public trading market could materially limit investors’ ability to resell their shares.

As12 aTable ~~result~~ of Mr. Tan and Ms Ling’s ownership in the Company, they are able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Mr. Tan and Ms. Ling’s voting power may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our future stock price or prevent our stockholders from realizing a premium over our future potential stock price.Contents

~~- 6~~The -market price of our common stock may be volatile if a trading market develops.

~~Table~~ If a public trading market for our common stock develops, the market price of ~~Contents~~our shares may be subject to significant volatility. Factors such as our operating performance, financial condition, dilution from future equity issuances, limited trading volume, changes in investor perception, and broader market conditions could cause the trading price of our common stock to fluctuate substantially. As a result, investors may not be able to resell their shares at or above the offering price, or at all.

~~The~~2.8. ~~recently~~Risks ~~enacted~~Relating ~~JOBS Act will allow the Company~~ to ~~postpone~~Our ~~the date~~Status byas ~~which~~an itEmerging ~~must~~Growth ~~comply~~Company ~~with certain laws~~ and ~~regulations~~Smaller ~~intended~~Reporting ~~to protect investors and to reduce the amount of information provided in reports filed with the SEC.~~Company

~~The~~We ~~recently~~are ~~enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of~~ an “emerging growth company” and soa ~~long as~~smaller itreporting ~~qualifies~~company asand anare ~~“emerging~~subject ~~growth~~to ~~company,”~~reduced itdisclosure ~~will, among other things:~~requirements.

~~-be~~We ~~exempt~~qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and as a “smaller reporting company” under the Securities Exchange Act of 1934. As a result, we are permitted to take advantage of certain reduced disclosure and reporting requirements, including exemptions from the ~~provisions~~requirement to provide auditor attestation of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act ~~requiring~~and ~~that~~reduced ~~its~~executive ~~independent~~compensation ~~registered~~disclosure. ~~public~~While ~~accounting~~these ~~firm~~reduced ~~provide~~requirements anlower ~~attestation~~our ~~report~~compliance oncosts, ~~the~~they ~~effectiveness~~may ofalso ~~its~~make ~~internal control~~it ~~over~~more ~~financial~~difficult ~~reporting;~~for investors to compare us with other public companies that are not subject to such exemptions.

-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The ~~Dodd-Frank~~reduced ~~Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain~~ disclosure requirements ofapplicable ~~the~~to ~~Dodd-Frank~~us ~~Act~~may ~~relating~~adversely toaffect ~~compensation~~investor perception of ~~Chief~~our ~~Executive~~common ~~Officers;~~stock.

~~-be~~Because ~~permitted~~we toprovide ~~omit~~less ~~the~~comprehensive ~~detailed~~disclosure ~~compensation~~than ~~discussion~~companies ~~and~~that ~~analysis from~~do ~~proxy~~not ~~statements~~qualify ~~and~~as ~~reports~~emerging ~~filed~~growth ~~under~~companies ~~the~~or ~~Securities~~smaller ~~Exchange~~reporting ~~Act~~companies, ofsome ~~1934,~~investors asmay ~~amended~~find ~~(the~~our ~~“Exchange~~common ~~Act”)~~stock ~~and~~less ~~instead provide~~attractive. aThis reduced level of disclosure ~~concerning~~may ~~executive~~result ~~compensation;~~in decreased analyst coverage, reduced market interest, or lower trading volumes, which could adversely affect the market price and liquidity of our common stock.

~~-be~~We ~~exempt from any rules that~~ may be ~~adopted~~subject byto ~~the~~increased ~~Public~~reporting ~~Company~~and ~~Accounting Oversight~~compliance ~~Board~~costs ~~(the~~when ~~“PCAOB”)~~we ~~requiring~~cease ~~mandatory audit firm rotation or a supplement~~ to ~~the~~qualify ~~auditor’s~~as ~~report~~an onemerging ~~the financial~~growth ~~statements~~company.

~~Although~~We ~~the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that~~ will beremain ~~available to it so long as it qualifies as~~ an “emerging growth company”. ~~The~~until ~~Company~~the ~~has~~earliest ~~elected~~of ~~not~~(i) tothe ~~opt~~last ~~out~~day of the ~~extension~~fiscal ofyear ~~time~~following tothe ~~comply~~fifth ~~with~~anniversary ~~new or revised financial accounting standards available under Section 102(b)(1)~~ of the ~~JOBS~~completion ~~Act.~~of ~~Among~~this ~~other things~~offering, ~~this~~(ii) ~~means that~~ the ~~Company's~~date ~~independent registered~~on ~~public~~which ~~accounting~~we ~~firm~~have ~~will~~total ~~not~~annual begross ~~required~~revenues toof ~~provide~~$1.235 anbillion ~~attestation~~or ~~report~~more, on(iii) the ~~effectiveness~~date ofon ~~the~~which ~~Company's~~we ~~internal control~~are ~~over~~deemed ~~financial~~to ~~reporting~~be soa ~~long~~large asaccelerated itfiler, ~~qualifies~~or as(iv) anthe ~~“emerging~~date ~~growth~~on ~~company”,~~ which ~~may~~we ~~increase~~have ~~the~~issued ~~risk~~more ~~that weaknesses~~than or$1.0 ~~deficiencies~~billion in ~~the~~non-convertible ~~internal~~debt ~~control~~securities ~~over~~during ~~financial~~the ~~reporting~~preceding gothree-year ~~undetected~~period. ~~Likewise,~~When sowe ~~long~~no aslonger itqualify ~~qualifies~~ as an “emerging growth company”, ~~the~~we ~~Company~~will ~~may~~be ~~elect~~required ~~not~~ to ~~provide~~comply ~~certain~~with ~~information~~increased disclosure, ~~including~~reporting, ~~certain financial information~~ and ~~certain information~~compliance ~~regarding compensation of executive officers~~obligations, which ~~would otherwise have been required to provide in filings with the SEC, which~~ may ~~make~~increase itour ~~more~~operating ~~difficult~~costs ~~for investors~~ and ~~securities~~divert ~~analysts~~management’s toattention ~~evaluate~~from ~~the~~operating ~~Company.~~our ~~As a result, investor confidence in the Company and the market price of its common stock may be adversely affected~~business.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year3. InUSE ~~the~~OF event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.PROCEEDS

We3.1. ~~are~~Gross ~~an “emerging growth company” under the JOBS Act of 2012,~~ and weNet ~~cannot~~Proceeds beFrom ~~certain~~This ~~if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.~~Offering

We are anoffering ~~“emerging~~up ~~growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable~~ to ~~other public companies that are not “emerging growth companies” including~~100, ~~but not limited to~~000,000 ~~not~~shares ~~being required to comply with the auditor attestation requirements~~ of ~~Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in~~ our ~~periodic reports~~common ~~and~~stock ~~proxy~~at ~~statements, and exemptions from the requirements of holding~~ a ~~nonbinding~~public ~~advisory~~offering ~~vote~~price ~~on executive compensation and shareholder approval~~ of ~~any golden parachute payments not previously approved~~$0.50 Weper ~~cannot predict if investors will find our common stock less attractive because we may rely on these exemptions~~share. IfAssuming ~~some~~all ~~investors~~of ~~find~~the ~~our~~shares ~~common~~offered ~~stock~~by ~~less~~us ~~attractive~~are ~~as a result~~sold, ~~there~~we ~~may be~~expect ato ~~less~~receive ~~active~~gross ~~trading~~proceeds ~~market~~of ~~for our common stock and our stock price may be more volatile~~$50,000,000.

InWe ~~addition,~~estimate ~~Section 107 of the JOBS Act also provides~~ that anour ~~“emerging growth~~total ~~company”~~offering ~~can~~expenses, ~~take~~payable ~~advantage~~by ofus, ~~the~~will ~~extended~~be ~~transition~~approximately ~~period~~$92,000. ~~provided~~These inexpenses ~~Section~~include ~~7(a)(2)(B)~~legal, ~~of the Securities Act for complying with new or revised~~ accounting, ~~standards.~~filing, ~~In other words~~printing, anand ~~“emerging~~other ~~growth~~costs ~~company”~~associated ~~can~~with ~~delay~~this ~~the adoption of certain accounting standards until those standards would otherwise apply to private companies~~offering. We ~~are~~will ~~choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may~~ not bepay ~~comparable to~~any ~~those~~underwriting ofcommissions ~~companies~~in ~~that~~connection ~~comply~~ with ~~public~~this ~~company effective dates~~offering.

We13 ~~will~~Table remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of ~~our common stock that is held by non-affiliates exceeds $700 million.~~Contents

~~- 7~~After -deducting the estimated offering expenses payable by us, we expect to receive net proceeds of approximately $49,908,000, assuming the sale of all 100,000,000 shares offered by us. If fewer shares are sold, our gross and net proceeds will be reduced proportionately.

~~Table~~ The following table sets forth the estimated gross and net proceeds to us assuming various levels of ~~Contents~~completion of this offering:

We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Percentage of Shares Sold			Shares Sold by the Company		Gross Proceeds		Estimated Offering Expenses		Net Proceeds to the Company
	100	%		100,000,000	$	50,000,000	$	92,000	$	49,908,000
	75	%		75,000,000	$	37,500,000	$	92,000	$	37,408,000
	50	%		50,000,000	$	25,000,000	$	92,000	$	24,908,000
	25	%		25,000,000	$	12,500,000	$	92,000	$	12,408,000

We ~~also expect~~will ~~that~~not ~~being~~receive aany ~~public~~proceeds ~~company~~from ~~and~~the ~~these~~sale ~~new~~of ~~rules~~shares ~~and~~by ~~regulations~~the ~~will~~selling ~~make~~stockholders. itAll ~~more~~proceeds ~~expensive~~from ~~for~~the ussale toof ~~obtain~~shares ~~director~~offered ~~and~~by ~~officer liability~~selling ~~insurance~~stockholders, ~~and~~if weany, ~~may~~will be ~~required~~paid todirectly ~~accept reduced coverage or incur substantially higher costs~~ to ~~obtain~~the ~~coverage~~selling ~~or financially be unable to obtain such coverage~~stockholders. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

IfThe ~~we fail~~foregoing toamounts ~~maintain~~are anestimates ~~effective~~and ~~system of internal controls, we~~ may bevary ~~unable~~depending toon ~~accurately~~the ~~report~~actual ~~our~~costs ~~financial~~incurred ~~results or prevent fraud; as a result, current and potential stockholders could lose confidence~~ in ~~our~~connection ~~financial~~with ~~reporting,~~this ~~which~~offering ~~would harm our business~~ and the ~~trading~~ ~~price~~number of ~~our~~shares ~~stock~~sold.

~~Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud~~3. ~~If we cannot provide reliable financial reports or prevent fraud, our brand and operating results will likely be harmed~~2. WeUse ~~may in the future discover areas~~ of ~~our internal~~Net ~~controls~~Proceeds ~~that~~by need improvement. We cannot be certain that any measures we implement will ensure that we achieve and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information and materially harm our business, which would have a negative effect on our operations.Category

~~The outbreak~~We ofintend to use the ~~coronavirus~~net ~~may~~proceeds ~~negatively~~from ~~impact~~this ~~sale~~offering for the purposes described below. The amounts and timing of our ~~products~~actual ~~that~~expenditures wewill ~~sell~~depend ason ~~well~~the asamount ~~consumer~~of ~~spending~~proceeds raised, ~~which~~operating ~~could~~results, ~~adversely affect~~regulatory ~~our~~requirements, ~~business~~market conditions, ~~results~~and ofother ~~operations~~factors. ~~and~~Accordingly, ~~financial~~management ~~condition~~retains discretion over the allocation of the net proceeds.

InThe ~~December 2019,~~following atable ~~novel~~sets ~~strain~~forth ofour ~~coronavirus~~current ~~was~~intended ~~reported~~use ~~to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts~~ of the ~~world,~~net ~~including~~proceeds ~~the~~assuming ~~United States. On January 30, 2020,~~ the ~~World~~sale ~~Health Organization declared the outbreak~~ of ~~the~~ ~~coronavirus~~all ~~disease~~shares ~~(COVID-19)~~offered aby ~~“Public~~us ~~Health Emergency of International Concern. U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community~~ in ~~responding~~this to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.offering:

Our primary source of business is distributors selling honey straws to school children from grade 7 to 12; due to the decrease in personal learning at school locations replaced by at home virtual learning, our revenues may be negatively impacted.

Use of Net Proceeds	Estimated Amount		Percentage of Net Proceeds
Expansion of honey straw manufacturing operations	$	15,000,000		30	%
Expansion of pharmaceutical and dietary supplements manufacturing operations	$	12,500,000		25	%
Capital expenditures (machinery, equipment, facilities)	$	10,000,000		20	%
Working capital and general corporate purposes	$	7,408,000		15	%
Public company and compliance-related expenses	$	5,000,000		10	%
Total Net Proceeds	$	49,908,000		100	%

~~Should the~~14 ~~schools~~Table ~~that our distributors sell honey straws to cease in person learning, and replace learning with virtual online learning, our revenues will materially decrease, and our results~~ of ~~operations will be negatively impacted.~~Contents

~~We are~~The ~~subject~~expansion of honey straw manufacturing operations is expected to ~~risks~~include ~~arising~~increased ~~from~~production ~~the~~capacity, ~~recent~~packaging ~~global~~capabilities, ~~outbreak~~and related infrastructure in existing and new geographic markets. The expansion of ~~the~~pharmaceutical ~~COVID-19~~and ~~coronavirus~~dietary supplements manufacturing operations is expected to support increased production volumes, product development, and compliance with applicable regulatory and quality standards.

~~The recent~~Capital ~~outbreak~~expenditures ofare ~~the~~expected ~~COVID-19~~to ~~coronavirus~~include ~~has spread across~~ the ~~globe~~acquisition ~~and~~of ismanufacturing ~~impacting worldwide economic activity. A pandemic~~machinery, ~~including COVID-19~~equipment, orand ~~other~~improvements ~~public~~to ~~health~~facilities ~~epidemic,~~used ~~poses~~in ~~the risk that we or~~ our ~~employees,~~operations. ~~suppliers,~~Working ~~manufacturers~~capital and ~~other~~general ~~partners~~corporate ~~may~~purposes ~~be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns that~~ may beinclude ~~requested~~operating ~~or mandated by governmental authorities. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business~~expenses, ~~the~~inventory ~~continued spread of COVID-19 could disrupt our clinical trials~~purchases, ~~supply~~administrative ~~chain and the manufacture or shipment of our products~~costs, and other ~~related~~general ~~activities,~~business ~~which~~expenses. ~~could~~Public ~~have~~company ~~a material adverse effect on our business, financial condition~~ and ~~results of operations. COVID~~compliance-19related ~~has~~expenses ~~also~~are ~~had~~expected ~~an adverse impact on global economic conditions which could impair our ability~~ to ~~raise capital~~include ~~when~~costs ~~needed.~~associated ~~While~~with welegal, ~~have~~accounting, ~~not~~reporting, ~~yet~~regulatory ~~experienced~~compliance, ~~any~~investor ~~disruptions in our business or other negative consequences relating to COVID-19~~relations, ~~the~~ ~~extent to which the COVID-19 pandemic impacts our results will depend on future developments that are highly uncertain~~ and ~~cannot be~~corporate ~~predicted~~governance requirements.

~~The outbreak~~If we raise less than the maximum amount of net proceeds, we intend to prioritize expenditures supporting core manufacturing operations and essential working capital needs, and we may reduce or delay other planned uses. Pending their use, we intend to invest the ~~COVID~~net proceeds in short-19term, ~~may~~interest-bearing, ~~adversely~~investment-grade ~~affect~~securities ~~our~~or ~~customers~~deposit them in bank accounts.

~~Further, such risks as described above could also adversely affect our customers' financial condition, resulting in reduced spending for our Honey Straws~~3. ~~COVID-19 could also lead to the complete or partial closure of our sourcing companies~~3. ~~The~~ ~~ultimate~~Proceeds ~~extent~~Under ofAlternative ~~the~~Subscription impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.Scenarios

~~Risks Relating~~Because this offering does not have a minimum subscription requirement, the amount of net proceeds available to us will depend on the ~~Company’s~~number ~~Securities~~of shares sold. The following table illustrates our estimated net proceeds assuming various levels of completion of this offering, after deducting estimated offering expenses payable by us:

An investment in our shares is highly speculative.

Percentage of Shares Sold			Shares Sold by the Company		Estimated Net Proceeds
	100	%		100,000,000	$	49,908,000
	75	%		75,000,000	$	37,408,000
	50	%		50,000,000	$	24,908,000
	25	%		25,000,000	$	12,408,000

~~The~~15 ~~shares of~~Table ~~our common stock are highly speculative in nature, involve a high degree~~ of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the risk factors contained herein relating to our business and prospects. If any of the risks presented herein actually occur, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.Contents

~~The market~~If ~~price~~less than the maximum number of shares offered by us are sold, we intend to adjust the use of proceeds by prioritizing expenditures that are critical to maintaining and supporting our ~~Common~~core ~~Stock~~operations. ~~may~~Specifically, ~~fluctuate~~in ~~significantly~~the event of partial completion of the offering, we expect to allocate proceeds in the ~~future.~~following order of priority:

We1. ~~expect that~~Working ~~the~~capital ~~market~~and ~~price~~operating ofexpenses ~~our~~necessary ~~Common~~to ~~Stock,~~support ~~when~~ongoing ~~quoted~~manufacturing, ~~may~~construction, ~~fluctuate~~and inadministrative ~~response~~activities. 2. Essential capital expenditures required to ~~one~~maintain orexisting ~~more~~production capacity and regulatory compliance. 3. Expansion of ~~the~~honey ~~following~~straw ~~factors,~~manufacturing ~~many~~operations. 4. Expansion of ~~which are~~pharmaceutical and dietary supplements manufacturing operations. 5. Public company and compliance-related expenses beyond ~~our~~baseline ~~control:~~reporting and regulatory requirements.

·If ~~competitive~~the ~~pricing~~proceeds ~~pressures~~raised are substantially less than anticipated, we may delay, reduce, or eliminate certain planned expansion activities and capital expenditures. The amounts and timing of expenditures under any alternative subscription scenario will depend on operational needs, regulatory requirements, and market conditions at the time proceeds are received.

·We ~~our~~will ~~ability~~not toreceive ~~market~~any ~~our~~proceeds ~~products~~from onthe asale ~~cost-effective~~of ~~and~~shares ~~timely~~by ~~basis~~the selling stockholders under any subscription scenario.

·3.4. ~~changing~~Management ~~conditions~~Discretion inand ~~the~~Timing ~~market.~~of Use

·Our ~~changes~~management will have broad discretion in ~~market~~the ~~valuations~~allocation and use of ~~similar~~the ~~companies~~net proceeds from this offering. Accordingly, investors will be relying on the judgment of our management with respect to the application of these proceeds. The amounts and timing of our actual expenditures may differ from those described in this prospectus and will depend on a number of factors, including the amount of proceeds actually raised, operating results, regulatory requirements, market conditions, and business opportunities that may arise.

·The ~~stock~~timing ~~market~~of ~~price~~the use of proceeds will be influenced by factors such as the pace of expansion of our manufacturing operations, the availability and ~~volume~~cost ~~fluctuations~~of ~~generally~~equipment and facilities, regulatory approval processes, and general economic and industry conditions. As a result, we may not be able to immediately apply the proceeds to their intended uses.

·Our ~~regulatory~~management ~~developments~~may determine that it is in the best interests of the Company to reallocate proceeds among the uses described in this prospectus or to use proceeds for purposes other than those currently contemplated. Any such changes could occur without further stockholder approval. Actual use of proceeds may differ materially from our current plans, and there can be no assurance that the proceeds will be used in a manner that enhances stockholder value.

·3.5. ~~fluctuations~~Pending inUse ~~our~~and ~~quarterly~~Temporary orInvestment ~~annual~~of ~~operating results.~~Proceeds

·Pending ~~additions~~the application of the net proceeds from this offering to the uses described in this prospectus, we intend to invest any unused proceeds in short-term, interest-bearing, investment-grade securities, deposit accounts, or ~~departures~~other ofcash ~~key~~equivalents. ~~personnel;~~Such investments are expected to be consistent with our liquidity needs and capital preservation objectives.

·These ~~future~~temporary ~~sales~~investments may not yield a significant return and may be subject to risks, including changes in interest rates, market conditions, and the financial condition of ~~our~~the ~~Common~~institutions ~~Stock~~in which funds are deposited or ~~other~~invested. ~~securities~~There can be no assurance that we will achieve any particular return on these investments, or that we will not incur losses on amounts temporarily invested.

~~The~~16 ~~price at~~Table ~~which you purchase shares~~ of our Common Stock may not be indicative of the price that will prevail in the trading market. Shareholders may experience wide fluctuations in the market price of our securities. These fluctuations may have a negative effect on the market price of our securities and may prevent a shareholder from obtaining a market price equal to the purchase price such shareholder paid when the shareholder attempts to sell our securities in the open market. In these situations, the shareholder may be required either to sell our securities at a market price, which is lower than the purchase price the shareholder paid, or to hold our securities for a longer period than planned. An inactive or low trading market may also impair our ability to raise capital by selling shares of capital stock. You may be unable to sell your shares of Common Stock at or above your purchase price, which may result in substantial losses to you, and which may include the complete loss of your investment. Any of the risks described above could adversely affect our sales and profitability and the price of our Common Stock.Contents

~~You may~~3.6. ~~experience~~Relationship ~~dilution of~~to ~~your~~Liquidity ~~ownership~~and ~~interests because~~Capital ~~of the future issuance of additional shares of our common or preferred stock.~~Resources

~~In the~~The ~~future,~~net weproceeds ~~may issue~~from ~~our~~this ~~authorized~~offering ~~but previously~~are ~~unissued equity~~expected ~~securities,~~to ~~resulting~~improve inour ~~the~~liquidity ~~dilution~~position ofand ~~the ownership~~provide ~~interests of~~additional ~~our~~working ~~present~~capital ~~stockholders. We are authorized~~ to ~~issue~~support anour ~~aggregate~~ongoing ofoperations ~~3,000,000,000~~and ~~shares~~planned ofexpansion ~~common stock~~activities. WeThe ~~may~~proceeds ~~issue additional~~are ~~shares of~~intended ~~our~~to ~~common stock~~supplement inour ~~connection~~existing ~~with~~cash ~~hiring or~~resources ~~retaining~~and ~~employees,~~are ~~future~~expected ~~acquisitions, future~~to ~~sales~~enhance of our ~~securities~~ability ~~for~~to ~~capital~~fund ~~raising~~operating ~~purposes~~expenses, or ~~for~~capital ~~other~~expenditures, ~~business~~and ~~purposes~~regulatory and compliance costs in the near term.

~~There is~~Even ~~presently~~if nowe ~~market~~sell ~~for~~all ~~our~~of ~~Common~~the ~~Stock; an~~shares ~~inability~~offered by us in this offering, the net proceeds may not be sufficient to ~~develop~~fully orfund ~~maintain~~our aoperations, ~~trading~~planned ~~market~~expansion ~~could negatively~~initiatives, ~~affect~~and capital requirements over the ~~value~~long ofterm. ~~our~~Our ~~Common Stock~~future liquidity and ~~make~~ itcapital ~~difficult~~resources ~~for~~will ~~you~~depend toon ~~sell your~~numerous ~~shares~~factors, including our operating performance, cash flows from operations, capital expenditure requirements, regulatory compliance costs, and market conditions.

~~Prior to~~If ~~this Offering, there has been no public market for~~ our ~~Common Stock.~~cash ~~Although~~flows wefrom ~~intend~~operations toand ~~become a~~the ~~public~~net ~~reporting~~proceeds ~~company~~from ~~after~~ this ~~Offering~~ ~~and~~offering ~~apply~~are ~~to FINRA~~insufficient to ~~have~~meet our ~~Common~~liquidity ~~Stock approved for quotation on the OTC Pink quotation medium~~needs, ~~there are no assurances that~~ we ~~will~~may ~~meet~~be ~~the~~required ~~requirements~~ to ~~secure~~obtain aadditional ~~stock~~financing ~~symbol.~~through ~~The~~debt ~~OTC~~or ~~Markets~~equity ~~is a~~offerings ~~dealer~~or ~~system~~other ~~that~~financing ~~relies~~arrangements. ~~upon~~There ~~market-makers to~~can ~~provide~~be ~~quotations for~~no ~~the~~assurance ~~Common Stock, and it is possible~~ that ~~no market-maker will want to provide~~ such ~~quotations.~~additional Iffinancing anwill ~~active~~be ~~trading~~available ~~market~~on ~~cannot~~acceptable ~~be achieved~~terms, ~~it could negatively affect the value of our Shares and make it difficult for you to sell your Shares~~ or ~~recover~~ ~~any~~at ~~part of your investment~~all. ~~Even~~ ifAny aadditional ~~market~~equity ~~for~~financing ~~our~~could ~~Common Stock~~result ~~does develop, the market price of our Common Stock may be highly volatile. In addition, if we do not meet the criteria set forth~~ in ~~SEC~~further ~~regulations,~~dilution ~~various requirements could be imposed by law on broker-dealers who sell our securities~~ to ~~individuals other than established customers and accredited investors. Accordingly~~stockholders, ~~there~~ ~~can~~while bedebt nofinancing ~~assurance~~could ~~as to~~impose ~~the~~restrictive ~~liquidity~~covenants ~~of any markets that may develop for our Common Stock, the ability of holders of our Common Stock to sell our Common Stock,~~ or ~~the prices~~require atsignificant ~~which~~interest ~~holders may be able to sell our Common Stock~~payments.

~~There is~~For noa ~~active~~more ~~public~~detailed ~~trading~~discussion ~~market~~of ~~for~~ our ~~common~~liquidity, ~~stock~~capital resources, and ancash ~~active~~flow ~~market~~requirements, ~~may~~see ~~never~~“Management’s ~~develop~~Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

~~Our Common Stock is not quoted over any trading medium and even if it becomes quoted, we may not develop an active trading market~~4. ~~Market~~ liquidity will depend on the perception of our operating business and any steps that our management might take to bring awareness of our company to new investors. Investors may be unable to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they to seek to sell securities held in our company. Consequently, only investors having no need for liquidity in their investment should purchase our securities and or those who can hold our securities for an indefinite period.DILUTION

~~- 8~~4.1. -Net Tangible Book Value Before the Offering

~~Table~~ Net tangible book value represents the amount of ~~Contents~~our total tangible assets less total liabilities. Tangible assets consist of total assets excluding intangible assets.

~~Even~~As ifof December 31, 2025, the date of our ~~shares~~most ~~become~~recent ~~publicly~~audited ~~quoted~~balance sheet included in this prospectus, ~~your~~ our net tangible book value was $9,775,456. Based on 2,854,462,696 shares ~~may~~of ~~not~~common bestock ~~“free-trading”~~outstanding as of that date, our net tangible book value per share was approximately $0.0034.

~~Investors~~The ~~should~~following ~~understand that~~table ~~their~~sets ~~shares~~forth of our ~~common~~net ~~stock~~tangible ~~will~~book ~~not~~value ~~become~~before ~~“free-trading”~~this merely because our Company is a publicly-quoted company. In order for the shares to become “free-trading,” the shares must be registered, or entitled to an exemption from registration under applicable law.offering:

If our stock is thinly traded, sale of your holding may take a considerable amount of time.

Amount	Before the Offering
Total assets	$	29,506,190
Less: Intangible assets		(19,046,731	)
Total tangible assets		10,459,459
Total liabilities		(684,003	)
Net tangible book value	$	9,775,456
Shares of common stock outstanding		2,854,462,696
Net tangible book value per share	$	0.0034

IfThe ~~our shares~~net oftangible ~~our~~book ~~Common~~value ~~Stock~~information ~~become~~set ~~quoted,~~forth ~~they~~above ~~may~~is bederived ~~thinly~~from ~~traded~~our onaudited ~~the~~financial ~~OTC~~statements ~~Markets~~included ~~OTC~~elsewhere ~~Pink tier, meaning that the number of persons interested~~ in ~~purchasing~~this ~~our~~prospectus ~~Common~~and ~~Stock~~should ~~at or near bid prices at any given time may~~ be ~~relatively~~read ~~small or non-existent. Consequently, there may be periods of several days or more when trading activity~~ in ~~our~~conjunction ~~shares~~with isthose ~~minimal~~financial orstatements ~~non-existent, as compared to a seasoned issuer which has a large~~ and ~~steady~~the ~~volume~~related ofnotes ~~trading activity that will generally support continuous sales without an adverse effect on share price~~thereto. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

~~We may~~17 beTable ~~subject to the penny stock rules which will make shares~~ of ~~our common stock more difficult to sell.~~Contents

~~We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5~~4.~~00 per share~~2. ~~Penny~~Effect ~~stocks generally are equity securities with a price~~ of ~~less~~This ~~than~~Offering ~~$5.00.~~on ~~The~~Net ~~penny~~Tangible ~~stock~~Book rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.Value

~~In addition,~~After ~~the~~giving ~~penny~~effect ~~stock rules require that prior~~ to ~~a transaction,~~ the ~~broker~~sale ~~dealer~~of ~~must~~100,000,000 ~~make~~shares aof ~~special~~our ~~written~~common ~~determination~~stock ~~that the~~offered ~~penny~~by ~~stock~~us isat a ~~suitable~~public ~~investment~~offering ~~for~~price ~~the~~of ~~purchaser~~$0.50 per share, and ~~receive~~after ~~the~~deducting ~~purchaser’s~~estimated ~~written~~offering ~~agreement~~expenses topayable ~~the~~by ~~transaction.~~us ~~The penny~~of ~~stock~~approximately ~~rules~~$92,000, ~~are~~our ~~burdensome~~net ~~and~~tangible ~~may~~book ~~reduce~~value ~~purchases~~as of ~~any offerings and reduce~~ the ~~trading~~most ~~activity~~recent ~~for~~balance ~~shares~~sheet ofdate ~~our~~would ~~common~~have ~~stock~~been $59,683,456. As ~~long~~This asrepresents ~~our~~an ~~shares~~increase ofin ~~common~~net ~~stock~~tangible ~~are~~book ~~subject~~value attributable to ~~the~~new ~~penny~~investors ~~stock~~of ~~rules~~$49,908,000, ~~the~~which ~~holders~~equals ofthe ~~such~~estimated ~~shares~~net ofproceeds ~~common~~from ~~stock~~this ~~may find it more difficult to sell their securities~~offering.

~~You may~~Based ~~have~~on ~~difficulty~~2,954,462,696 inshares ~~locating~~of acommon ~~securities~~stock ~~broker-dealer~~outstanding ~~who~~after ~~will~~this ~~accept~~offering, our ~~shares~~as-adjusted net tangible book value per share would have been approximately $0.0202.

~~We understand~~The ~~that~~following ~~most~~table ofillustrates the ~~firms~~effect ~~clearing stock for many broker-dealers have terminated acceptance~~ of ~~penny~~this ~~stocks~~offering ~~that are not traded~~ on ~~an exchange. As a result, there are a limited number of securities brokers who will open an account for the purchase or sale of~~ our ~~shares~~ ornet ~~place~~tangible abook buy or sell order for you as an existing customer for the purchase or sale of our shares. Also, as a result, we believe you may pay higher brokerage commissions on the purchase and sale of our shares, be limited to only a few securities brokerage firms in the event you become dissatisfied with limited liquidity related to your investment in our shares.value:

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

	Amount
Net tangible book value before the offering	$	9,775,456
Net proceeds from the offering	$	49,908,000
As-adjusted net tangible book value after the offering	$	59,683,456
Shares outstanding before the offering		2,854,462,696
Shares issued in this offering		100,000,000
Shares outstanding after the offering		2,954,462,696
As-adjusted net tangible book value per share	$	0.0202

The ~~trading~~ ofas-adjusted ~~our~~net ~~securities~~tangible ~~will~~book bevalue ininformation ~~the~~set ~~over-the-counter~~forth ~~market,~~above ~~which~~ is ~~commonly~~based ~~referred~~on ~~to as~~ the ~~OTC~~assumptions asdescribed ~~maintained~~above byand ~~the~~should ~~Financial Industry~~be ~~Regulatory~~read ~~Authority~~together ~~(“FINRA”).~~with Asour afinancial ~~result,~~statements anand ~~investor~~related ~~may~~notes, ~~find~~the it“Capitalization” ~~difficult to dispose of~~section, orand tothe ~~obtain~~“Use ~~accurate quotations~~of asProceeds” tosection ~~the~~included ~~price~~elsewhere ofin ~~our~~this ~~securities~~prospectus.

~~Rule 3a51-1~~18 ofTable ~~the Exchange Act establishes the definition~~ of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.Contents

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased4.3. InDilution ~~order~~ to ~~approve~~New a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.Investors

~~The broker~~Dilution orper ~~dealer~~share ~~must~~to ~~also~~new ~~deliver,~~investors ~~prior~~represents tothe ~~any~~difference ~~transaction~~between inthe apublic ~~penny~~offering ~~stock,~~price aper ~~disclosure~~share ~~schedule~~and ~~prepared by~~ the ~~SEC~~as-adjusted ~~relating~~net totangible ~~the penny~~book ~~stock~~value ~~market,~~per ~~which,~~share inafter ~~highlight~~giving ~~form,~~effect ~~sets~~to ~~forth:~~this offering.

·As ~~the~~described ~~basis~~above, onour ~~which~~net ~~the~~tangible ~~broker~~book orvalue ~~dealer~~per ~~made~~share before this offering was approximately $0.0034. After giving effect to the ~~suitability~~sale ~~determination~~of 100,000,000 shares of our common stock offered by us at a public offering price of $0.50 per share, and after deducting estimated offering expenses payable by us, our as-adjusted net tangible book value per share would have been approximately $0.0202.

·Accordingly, ~~that~~investors ~~the~~purchasing ~~broker~~shares orof ~~dealer~~common ~~received~~stock ain ~~signed~~this offering will experience immediate dilution of approximately $0.4798 per share, ~~written~~which ~~agreement~~represents ~~from~~the difference between the ~~investor~~offering ~~prior~~price toof $0.50 per share and the ~~transaction~~as-adjusted net tangible book value per share of $0.0202 after this offering.

~~Disclosure also~~This ~~must~~dilution beis ~~made~~attributable ~~about~~to the ~~risks~~fact ofthat ~~investing~~existing instockholders ~~penny~~acquired ~~stock~~their inshares ~~both~~at ~~public~~prices ~~offerings~~substantially ~~and~~lower inthan ~~secondary trading and commission payable to both~~ the ~~broker-dealer~~offering price and ~~the~~that ~~registered representative, current quotations for~~ the ~~securities~~offering ~~and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements must be sent disclosing recent~~ price ~~information for~~significantly ~~the~~exceeds ~~penny~~our ~~stock~~net ~~held~~tangible inbook ~~the~~value ~~account~~per ~~and~~share ~~information~~prior onto ~~the~~this ~~limited market in penny stocks~~offering.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market4. ~~These additional sales practice and disclosure requirements could impede the sale of our securities when our securities become publicly traded~~4. In ~~addition,~~Dilution ~~the~~Under ~~liquidity~~Alternative ~~for~~Offering our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, probably, will be subject to such penny stock rules for the foreseeable future and our shareholders will, likely, find it difficult to sell their securities.Scenarios

~~Effective internal~~The ~~controls~~following ~~are~~table ~~necessary~~illustrates ~~for~~the usdilution to ~~provide~~new ~~reliable~~investors ~~financial~~assuming ~~reports~~partial ~~and~~completion toof ~~effectively~~this ~~prevent~~offering ~~fraud.~~at Wevarious ~~maintain~~subscription alevels. ~~system~~The ~~of internal~~calculations ~~control~~below ~~over~~are ~~financial~~based ~~reporting,~~on ~~which~~the isassumptions ~~defined~~described asin athis ~~process designed by~~prospectus, orincluding ~~under~~a ~~the~~public ~~supervision~~offering price of, ~~our~~$0.50 ~~principal~~per ~~executive officer and principal financial officer~~share, orestimated ~~persons~~offering ~~performing~~expenses ~~similar~~payable ~~functions, and effected~~ by ~~our~~us ~~board~~ of ~~directors~~approximately $92,000, ~~management~~ and ~~other~~ ~~personnel,~~net totangible ~~provide~~book ~~reasonable~~value ~~assurance~~as ~~regarding the reliability~~ of ~~financial reporting and~~ the ~~preparation~~most ofrecent ~~financial~~balance ~~statements for~~sheet ~~external purposes in accordance with generally accepted accounting principles~~date.

FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock.

	75% of Offering Sold		50% of Offering Sold		25% of Offering Sold
Shares sold by the Company		75,000,000		50,000,000		25,000,000
Net tangible book value before offering	$	9,775,456	$	9,775,456	$	9,775,456
Net proceeds from offering	$	37,408,000	$	24,908,000	$	12,408,000
As-adjusted net tangible book value after offering	$	47,183,456	$	34,683,456	$	22,183,456
Shares outstanding after offering		2,929,462,696		2,904,462,696		2,879,462,696
As-adjusted net tangible book value per share	$	0.0161	$	0.0120	$	0.0077
Dilution per share to new investors	$	0.4839	$	0.4880	$	0.4923

In19 ~~addition to~~Table the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.Contents

~~Shares eligible~~The ~~for~~information ~~future~~above ~~sale~~assumes ~~may~~that ~~adversely~~only ~~affect~~the shares offered by the ~~market~~Company are sold and that no shares are sold by the selling stockholders. The dilution to new investors increases as fewer shares are sold in this offering because the fixed offering expenses are spread over a smaller number of shares, resulting in a lower as-adjusted net tangible book value per share.

~~From~~These ~~time to~~alternative ~~time,~~offering ~~certain~~scenarios ofdemonstrate ~~our~~the ~~stockholders~~sensitivity ~~may be eligible to sell all or some~~ of ~~their~~dilution ~~shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant~~ to ~~Rule 144 promulgated under~~ the ~~Securities~~level Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of ~~sale~~proceeds ~~(for~~raised ~~equity~~in ~~securities),~~this ~~current public information and notice requirements~~offering. ~~Any substantial sales of our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.~~

If4.5. ~~we fail~~Comparative toOwnership ~~maintain~~and ~~effective~~Capital ~~internal controls over financial reporting, the price of our Common Stock may be adversely affected.~~Contribution

~~Our~~Existing ~~internal control~~stockholders ~~over~~acquired ~~financial~~their ~~reporting~~shares ~~may~~of ~~have~~common ~~weaknesses~~stock ~~and~~at ~~conditions~~prices that ~~could~~were ~~require~~substantially ~~correction~~lower orthan ~~remediation,~~ the ~~disclosure~~public ofoffering ~~which may have an adverse impact on the~~ price of ~~our Common Stock~~$0.50 Weper ~~are required to establish and maintain appropriate internal controls over financial reporting~~share. ~~Failure~~As toa ~~establish those controls~~result, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. ~~Any~~purchasing ~~actual~~shares ~~or perceived weaknesses and conditions that need to be addressed~~ in ~~our~~this ~~internal~~offering ~~control~~will ~~over~~make ~~financial~~a ~~reporting~~significantly orgreater ~~disclosure~~capital ofcontribution ~~management’s~~on ~~assessment~~a ofper-share ~~our~~basis ~~internal controls~~than ~~over~~existing ~~financial~~stockholders ~~reporting~~for ~~may have an adverse impact on~~ the ~~price~~same class of ~~our Common Stock~~securities.

WeThe ~~have never~~following ~~paid~~table ~~cash~~summarizes ~~dividends~~the comparative ownership and docapital ~~not~~contribution ~~anticipate~~of ~~doing~~existing sostockholders inand ~~the~~new ~~near~~investors ~~future.~~based on information contained in this prospectus:

We have never declared or paid cash dividends on our common shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

	Existing Stockholders	New Investors
Class of security	Common stock	Common stock
Price per share	Substantially below $0.50	$0.50
Timing of issuance	Prior periods	This offering
Capital contribution per share	Significantly lower	Significantly higher
Immediate effect on net tangible book value	Increase	Dilution

~~Our stock~~Because ~~price~~the ~~may~~consideration bepaid ~~volatile~~by existing stockholders for their shares was significantly lower than the offering price, ~~which~~existing ~~may~~stockholders ~~result~~will experience an immediate increase in ~~losses~~the tonet ~~our~~tangible ~~shareholders~~book value of their shares as a result of the proceeds from this offering. In contrast, new investors will incur immediate dilution because the offering price exceeds the net tangible book value per share before and after this offering.

~~The~~Accordingly, ~~stock markets~~a ~~have~~substantial ~~experienced~~portion ~~significant~~of ~~price and trading volume fluctuations, and~~ the ~~market~~benefit ~~prices~~ of ~~companies listed on~~ the ~~OTC~~capital ~~Markets quotation~~raised ~~system~~ in ~~which~~this ~~shares~~offering ofwill ~~our~~accrue ~~common~~to ~~stock~~existing ~~are~~stockholders ~~listed,~~through ~~have~~an ~~been~~increase ~~volatile~~ in the ~~past~~net ~~and~~tangible ~~have~~book ~~experienced~~value ~~sharp~~attributable ~~share price and trading volume changes. The trading price of our common stock is likely~~ to betheir ~~volatile~~previously ~~and~~acquired ~~could fluctuate widely in response to many factors~~shares.

~~There could~~20 beTable ~~unidentified risks involved with an investment in our common stock. The foregoing risk factors are not a complete list or explanation~~ of the risks involved with an investment in our common stock. Additional risks will likely be experienced that we are not presently able to foresee. Prospective investors must not construe this information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment for an indefinite period of time and who can afford to lose their entire investment. We make no representations or warranties of any kind with respect to the likelihood of the success of our business, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in us.Contents

~~- 9~~4.6. -Relationship to Capitalization

~~Table~~ The dilution information presented in this section is directly derived from, and should be read together with, the capitalization of ~~Contents~~the Company before and after this offering. The capitalization table included elsewhere in this prospectus reflects the same assumptions regarding the number of shares outstanding, the number of shares offered by the Company, and the estimated net proceeds from this offering.

~~Risks Relating~~The increase in net tangible book value and the dilution to new investors described above are attributable to the net proceeds received by the Company from the sale of shares offered by us, as reflected in the “Use of Proceeds” section of this ~~Offering~~ prospectus. The capitalization table and the dilution calculations are based on the same offering price, estimated offering expenses, and share counts and are intended to present a consistent view of the financial impact of this offering on the Company and its stockholders.

Any changes in the assumptions used in the “Capitalization” or “Use of Proceeds” sections, including changes in the number of shares sold, offering expenses, or use of proceeds, would result in corresponding changes to the dilution information presented in this section. Investors ~~cannot~~are ~~withdraw~~encouraged ~~funds~~to ~~once~~review ~~invested~~the “Capitalization” and ~~will~~“Use ~~not~~of ~~receive a~~Proceeds” ~~refund~~sections in conjunction with this dilution disclosure to fully understand the effects of this offering on the Company’s capitalization and stockholder equity.

~~Investors do not have the right to withdraw invested funds~~5. Subscription payments will be paid to Jaison Phytochem, Inc. and held in our corporate bank account if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.CAPITALIZATION

~~Risk~~5.1. Capitalization as of ~~losing~~the ~~one’s~~Most ~~investment.~~Recent Balance Sheet Date

IfThe ~~our~~following ~~securities~~table ~~are~~sets ~~not~~forth ~~eligible~~our ~~for~~capitalization ~~initial~~as ~~quotation,~~of orDecember if31, ~~quoted~~2025, ~~are~~ ~~not eligible for continued quotation on~~ the ~~OTC~~date ~~Marketplace,~~of orour amost ~~public~~recent ~~trading~~audited ~~market~~balance ~~does~~sheet ~~not~~included ~~develop,~~in ~~purchasers~~this ofprospectus. ~~the~~This ~~shares of~~information ~~common~~should ~~stock may have difficulty selling or~~ be ~~unable~~read toin ~~sell~~conjunction ~~their~~with ~~securities,~~our ~~rendering~~audited ~~their~~financial ~~shares~~statements ~~effectively worthless~~ and ~~resulting in~~the arelated ~~partial~~notes orincluded ~~complete~~elsewhere ~~loss~~in ofthis ~~their investment~~prospectus.

Our Chief Executive Officer, Mr. Jacksaa Tan does not have any prior experience conducting a best effort offering, and our best efforts offering does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to commence and sustain our business and our investors may lose their entire investment.

Amount	December 31, 2025
Total assets	$	29,506,190
Total liabilities	$	684,003
Stockholders’ equity	$	28,822,187
Net tangible book value	$	9,775,456

~~Mr.~~Net ~~Tan does~~tangible ~~not~~book ~~have~~value ~~any~~represents ~~experience~~total ~~conducting~~tangible aassets ~~best-efforts offering.~~less ~~Consequently,~~total weliabilities. ~~may~~Tangible ~~not~~assets beconsist ~~able~~of tototal ~~raise~~assets ~~the~~excluding ~~funds~~intangible ~~needed~~assets. toAs ~~commence~~of ~~business~~December ~~operations.~~31, ~~Also~~2025, the ~~best~~Company ~~efforts~~had ~~offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds~~$19,046,731 weof ~~may~~intangible ~~not be able to fund our operations as planned~~assets, ~~and~~resulting ~~our~~in ~~business~~total ~~will~~tangible ~~suffer~~assets ~~and your investment may be materially adversely affected. Our inability to successfully conduct a best-efforts offering could be the basis~~ of ~~your losing your entire investment in us~~$10,459,459.

~~The~~21 ~~trading~~Table ~~in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition~~ of ~~a “Penny Stock.”~~Contents

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net ~~worth in~~tangible ~~excess~~book ofvalue ~~$1,000,000~~presented orabove ~~annual~~is ~~income~~derived ~~exceeding~~from ~~$200,000~~amounts ~~($300,000~~included ~~jointly with spouse), or~~ in ~~transactions~~our ~~not~~audited ~~recommended~~financial bystatements ~~the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price~~ and ~~actual~~is ~~bid~~used ~~and~~as ~~offer quotations,~~ the ~~compensation~~basis tofor ~~be received by~~ the ~~broker-dealer~~ ~~and~~dilution ~~certain~~calculations ~~associated~~discussed ~~persons,~~under ~~and must deliver certain disclosures required by the Commission~~“Dilution. ~~Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.~~”

WeThis ~~are~~capitalization ~~selling~~table ~~the~~reflects ~~shares~~our ofhistorical financial position prior to giving effect to this offering ~~without~~and andoes ~~underwriter~~not ~~and may~~include beany ~~unable~~adjustments related to ~~sell~~the ~~any~~sale of shares in this offering or the application of the net proceeds therefrom.

~~This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares~~5. ~~We intend to sell our shares through our Chief Executive Officer Mr~~2. ~~Jacksaa~~Capitalization ~~Tan,~~Before ~~who will receive no commission. There is no guarantee that he will be able to sell any of~~ the ~~shares. Unless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.~~Offering

~~Due~~The tofollowing table sets forth our capitalization as of December 31, 2025, the ~~lack~~date of aour ~~trading~~most ~~market~~recent ~~for~~audited balance sheet included in this prospectus. This information should be read in conjunction with our ~~securities,~~audited ~~you~~financial ~~may~~statements ~~have difficulty~~and ~~selling~~the ~~any~~related ~~shares~~notes ~~you~~included ~~purchase~~elsewhere in this ~~offering~~prospectus.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTC Pink tier operated by the OTC Markets Group. The OTC is a regulated quotation service that display real-time quotes, last sale prices and volume information in over-the-counter securities. The OTC is not an issuer listing service, market or exchange. Although the OTC Pink tier operated by the OTC Markets Group does not have any listing requirements per se, to be eligible for quotation on the OTC Pink tier, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Pink tier. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC Pink tier that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

Amount	December 31, 2025
Total assets	$	29,506,190
Total liabilities	$	684,003
Stockholders’ equity	$	28,822,187
Net tangible book value	$	9,775,456

~~- 10~~Net -tangible book value represents total tangible assets less total liabilities. Tangible assets consist of total assets excluding intangible assets. As of December 31, 2025, the Company had $19,046,731 of intangible assets, resulting in total tangible assets of $10,459,459.

~~Table of~~The ~~Contents~~net tangible book value presented above is derived from amounts included in our audited financial statements and is used as the basis for the dilution calculations discussed under “Dilution.”

IfThis capitalization table reflects our ~~common~~historical ~~stock~~financial ~~becomes~~position ~~quoted~~prior ~~and~~to agiving ~~market~~effect ~~for~~to ~~the~~this ~~stock~~offering ~~develops, the~~and ~~actual~~does ~~price~~not ofinclude ~~our~~any ~~shares~~adjustments ~~will~~related beto ~~determined~~the bysale ~~prevailing~~of ~~market~~shares ~~prices~~in atthis offering or the ~~time~~application of the ~~sale~~net proceeds therefrom.

~~We cannot assure you that there will be a market in the future for our common stock~~5. The trading of securities on the OTC Pink tier operated by the OTC Markets Group is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock3. ~~You~~Capitalization ~~may~~After ~~not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from~~ the ~~selling security holders.~~Offering

InThe ~~the~~following ~~event~~table ~~that~~sets forth our ~~shares~~capitalization ~~are~~before ~~traded~~and after giving effect to the sale of 100,000,000 ~~they~~shares ~~may~~of ~~trade~~common ~~under~~stock offered by us at a public offering price of $50.00 50 per share, ~~and~~after ~~thus~~deducting ~~will~~estimated beoffering aexpenses ~~penny~~payable ~~stock.~~by ~~Trading~~us inof ~~penny~~approximately ~~stocks~~$92,000, ~~has~~assuming ~~many~~the ~~restrictions~~offering ~~and~~is ~~these~~completed ~~restrictions~~in ~~could~~full. ~~severely~~This ~~affect the~~presentation ~~price~~is unaudited and ~~liquidity~~is ofprovided ~~our~~for ~~shares~~illustrative purposes only.

In22 ~~the~~Table event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.Contents

We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Before

the Offering

As Adjusted

After the Offering

Common stock outstanding (shares)

2,854,462,696

2,954,462,696

Total stockholders’ equity

28,822,187

78,730,187

~~The~~As ~~estimated cost~~ of ~~this~~December ~~registration statement is approximately $62~~31,~~000. After~~ ~~the effective date of this prospectus~~2025, wethere ~~will~~were ~~be required to file annual~~2, ~~quarterly and current reports~~854,462,696 orshares ~~other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close~~ of ~~the~~common ~~offering and~~stock ~~apply to have the shares quoted on the OTC Markets Pink Tier. To be eligible for quotation~~outstanding, ~~issuers~~as ~~must~~reflected ~~remain current~~ in ~~their filings~~our ~~with~~audited ~~the~~financial ~~SEC~~statements. InAfter ~~order~~giving ~~for~~effect us to ~~remain in compliance we will require future revenues to cover~~ the ~~cost~~issuance of ~~these filings~~100,000,000 ~~which could~~shares ~~comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain~~ in ~~compliance it~~this ~~may be difficult for you to resell any shares you may purchase~~offering, ifthere atwould ~~all.~~be ~~Also~~2,954,462,696 ifshares weof ~~are~~common ~~not~~stock ~~able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC~~outstanding.

~~Investing~~The increase in ~~our~~stockholders’ ~~company~~equity isshown ~~highly~~above ~~speculative~~reflects ~~and~~the ~~could~~receipt ~~result~~of approximately $49,908,000 in ~~the~~ ~~entire~~net ~~loss~~proceeds from this offering (gross proceeds of ~~your~~$50,000,000, ~~investment~~less estimated offering expenses of approximately $92,000). No adjustments have been made for the application of such proceeds.

~~Purchasing~~This ~~the~~capitalization ~~offered~~table ~~shares~~assumes isno ~~highly~~exercise ~~speculative~~of ~~and~~outstanding ~~involves~~options ~~significant risk.~~or ~~The~~warrants ~~offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative,~~ and itno isissuance ~~possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase~~ of ~~the~~additional ~~offered~~equity ~~shares~~securities ~~and~~other ~~may~~than ~~lose~~those ~~their entire investment. For this reason, each prospective purchaser of the~~ offered ~~shares~~by ~~should~~us ~~read~~in this ~~prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor~~offering.

~~- 11~~The -pro forma capitalization information should be read in conjunction with “Use of Proceeds,” “Dilution,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

~~Table of~~5.4. ~~Contents~~Capitalization Under Alternative Offering Scenarios

The ~~Company~~ following table sets forth our capitalization assuming partial completion of this offering at various subscription levels. The information below is ~~electing~~unaudited toand ~~not~~is ~~opt~~based ~~out~~on the same assumptions used elsewhere in this prospectus, including a public offering price of ~~JOBS~~$0.50 ~~Act~~per ~~extended~~share ~~accounting~~and ~~transition~~estimated ~~period~~offering expenses payable by us of approximately $92,000, assuming such expenses are largely fixed. This ~~may~~information ~~make~~should ~~its~~be read together with our audited financial statements ~~more difficult~~and tothe ~~compare~~related tonotes ~~other~~included ~~companies~~elsewhere in this prospectus.

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

	75% of Offering Sold		50% of Offering Sold		25% of Offering Sold
Shares sold by the Company		75,000,000		50,000,000		25,000,000
Gross proceeds	$	37,500,000	$	25,000,000	$	12,500,000
Estimated offering expenses	$	92,000	$	92,000	$	92,000
Net proceeds	$	37,408,000	$	24,908,000	$	12,408,000
Total stockholders’ equity (as adjusted)	$	66,230,187	$	53,730,187	$	41,230,187
Shares outstanding after offering		2,929,462,696		2,904,462,696		2,879,462,696

~~Emerging Growth~~23 ~~Company~~Table of Contents

~~The recently~~As ~~enacted~~of ~~JOBS~~December ~~Act~~31, is2025, ~~intended~~our tototal ~~reduce~~stockholders’ ~~the~~equity ~~regulatory~~was ~~burden~~$28,822,187, onas ~~emerging~~reflected ~~growth~~in ~~companies~~our audited financial statements. The ~~Company~~increases ~~meets~~in stockholders’ equity shown above reflect the ~~definition~~ addition of anthe ~~emerging~~net ~~growth~~proceeds ~~company~~from ~~and~~the sooffering ~~long~~at aseach itassumed ~~qualifies~~subscription aslevel. anNo ~~“emerging~~adjustments ~~growth~~have ~~company,”~~been itmade ~~will,~~for ~~among~~the ~~other~~application ~~things:~~of such proceeds.

·Because beoffering ~~temporarily~~expenses ~~exempted~~are ~~from~~largely fixed, the ~~internal~~impact ~~control~~of ~~audit~~a ~~requirements~~partial ~~Section~~completion ~~404(b)~~ of the ~~Sarbanes-Oxley~~offering ~~Act;~~on ·stockholders’ beequity ~~temporarily~~is ~~exempted~~disproportionately ~~from~~greater ~~various~~at ~~existing~~lower ~~and~~subscription ~~forthcoming~~levels. ~~executive~~As ~~compensation-related~~fewer ~~disclosures,~~shares ~~for~~are ~~example: “say-on-pay”~~sold, ~~“pay-for-performance”, and “CEO pay ratio”; · be temporarily exempted from any rules that might be adopted by~~ the ~~Public~~net ~~Company~~proceeds ~~Accounting~~available ~~Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting; · be temporarily exempted from having~~ to ~~solicit~~us ~~advisory say-on-pay~~decrease, ~~say-on-frequency~~resulting ~~and~~in ~~say-on-golden-parachute~~a ~~shareholder~~corresponding ~~votes~~reduction onin ~~executive compensation under Section 14A of~~ the ~~Securities~~increase ~~Exchange~~in ~~Act of 1934, as amended; · be permitted to comply with the SEC~~stockholders’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and, · be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies)equity.

~~Our company~~These ~~will~~alternative ~~continue~~capitalization toscenarios beillustrate anhow ~~emerging~~partial ~~growth~~completion ~~company~~of ~~until~~the offering would affect our equity structure and financial position and should be considered together with the ~~earliest~~“Use of: Proceeds” and “Dilution” sections of this prospectus.

~~· the last day of the fiscal year during which we have annual total gross revenues of $1~~5.075. ~~billion~~Relationship orto ~~more;~~Dilution ·and ~~the~~Use ~~last day~~ of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act; · the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or · the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2).Proceeds

~~- 12~~The capitalization information presented in this section is directly related to, and should be read together with, the information included under “Dilution” and “Use of Proceeds” elsewhere in this prospectus. The increases in stockholders’ equity reflected in the as-adjusted capitalization tables are based on the same assumptions regarding the number of shares sold by the Company, the public offering price, and the estimated offering expenses used in the dilution analysis.

~~Table~~ The net proceeds assumed in the capitalization tables are consistent with the allocations described under “Use of ~~Contents~~Proceeds” and reflect the receipt of proceeds solely from the sale of shares offered by the Company in this offering. No proceeds from the sale of shares by the selling stockholders are included in the capitalization or dilution calculations.

~~SUMMARY OF~~All ~~OUR~~assumptions ~~FINANCIAL~~used ~~INFORMATION~~in preparing the capitalization, dilution, and use of proceeds disclosures are intended to be consistent across this prospectus. Any changes in the assumptions underlying the offering, including the number of shares sold, offering expenses, or allocation of proceeds, would result in corresponding changes to the capitalization and dilution information presented herein. Investors should consider these sections together to fully understand the financial impact of this offering on the Company and its stockholders.

~~The~~5.6. ~~following~~Limitations ~~table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion~~ and ~~Analysis” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.~~Assumptions

~~JAISON PHYTOCHEM~~The capitalization information presented in this section is based on a number of assumptions and is provided for illustrative purposes only. These assumptions include, ~~INC~~among others, the sale of shares offered by the Company at a public offering price of $0.50 per share, estimated offering expenses payable by us of approximately $92,000, and the absence of any additional issuances of equity securities or changes in outstanding indebtedness other than those described in this prospectus.

~~BALANCE SHEET~~24 Table of Contents

	As at June 30	Years Ended December 31
	2021	2020	2019
	US$	US$	US$
ASSETS
CURRENT ASSETS
Cash and cash equivalent	580,753	349,378	10,000
Inventories	93,583	31,645	-
TOTAL CURRENT ASSETS	674,336	381,023	10,000
Property, plant and equipment	827,626	936,835	-
Right of use asset	33,190	44,254	-
Intangible assets	24,545,641	25,230,705	-
TOTAL ASSETS	26,080,793	26,592,817	10,000
LIABILITIES
CURRENT LIABILITIES
Accrued expenses	45,145	-	-
Lease liability – current	34,535	33,853	-
TOTAL CURRENT LIABILITIES	79,680	33,853	-
Lease liability – non-current	17,792	35,232	-
TOTAL LIABILITIES	97,472	69,085	-
STOCKHOLDERS’ EQUITY
Common stock $0.01 par value, 3,000,000,000 shares, 3,000,000,000 shares and 1,500,000,000 shares authorized as at June 30, 2021, December 31, 2020 and 2019, respectively 2,690,910,200 shares, 2,690,837,200 shares and 1,000,000 shares issued and outstanding as at June 30, 2021, December 31, 2020 and 2019, respectively	26,909,102	26,908,372	10,000
Additional paid-in capital	264,920	262,000	-
Accumulated deficits	(1,190,701)	(646,640)	-
TOTAL STOCKHOLDERS’ EQUITY	25,983,321	26,523,732	10,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	26,080,793	26,592,817	10,000

The capitalization tables do not reflect the actual use of the net proceeds from this offering, potential operating losses after the most recent balance sheet date, or any future equity or debt financings that we may undertake. In addition, the capitalization information assumes no exercise of outstanding options or warrants and no issuance of additional shares other than those offered by the Company in this offering.

~~The accompanying~~Actual ~~notes~~capitalization ~~form~~following anthe ~~integral~~completion ~~part~~of this offering may differ materially from the information presented herein depending on the number of ~~these~~shares sold, the timing and application of the net proceeds, changes in our financial condition or operating results, and other factors. Investors should not place undue reliance on the capitalization information set forth in this section and should read it together with our financial statements and the related notes, as well as the other information contained in this prospectus.

~~- 13~~6. -PLAN OF DISTRIBUTION

~~Table~~ 6.1. Offering Structure and Method of ~~Contents~~Distribution

~~JAISON~~This ~~PHYTOCHEM~~offering is being conducted as a direct, ~~INC~~self-underwritten, best-efforts public offering. We are offering shares of our common stock directly to investors without the involvement of a traditional underwriter. There is no minimum number of shares required to be sold in this offering, and we may sell any number of shares up to the maximum amount being offered.

~~STATEMENT~~We OFare ~~OPERATIONS~~offering ~~AND~~100,000,000 ~~COMPREHENSIVE LOSS~~ shares of our common stock at a fixed public offering price of $0.50 per share. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer. No commissions will be paid to our Chief Executive Officer for selling shares in this offering. We may, in our discretion, engage additional placement agents or underwriters in the future; however, no such arrangements have been made as of the date of this prospectus.

	As at June 30	Years Ended December 31
	2021	2020	2019
	US$	US$	US$
Revenue	726,000	1,227,936	-
Cost of revenue	(1,158,726)	(1,707,821)	-
Gross loss	(432,726)	(479,885)	-
Operating Expenses
General and administrative expenses	(111,335)	(166,755)	-
Loss Before Income Tax	(544,061)	(646,640)	-
Income tax expenses	-	-	-
Net Loss	(544,061)	(646,640)	-
Loss per share:
Basic and diluted net loss per common share	(0.00)	(0.00)	(0.00)
Basic and diluted weighted average number of shares outstanding	2,690,861,534	230,065,600	1,000,000

In addition, certain selling stockholders are offering up to 170,175,496 shares of common stock pursuant to this registration statement. The selling stockholders will sell their shares at a fixed price of $0.50 per share for the duration of the offering. We will not receive any proceeds from the sale of shares by the selling stockholders.

The ~~accompanying~~ ~~notes~~offering ~~form~~will anterminate ~~integral~~upon ~~part~~the earlier of ~~these~~(i) ~~financial~~the ~~statements~~sale of all shares offered pursuant to this registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days. We reserve the right to terminate the offering at any time for any reason.

~~- 14~~Because this is a best-efforts offering, there is no assurance that we will be able to sell any or all of the shares being offered. Investors may be exposed to the risk that only a portion of the shares offered will be sold, or that no shares will be sold at all.

~~Table~~6.2. Role of ~~Contents~~Officers and Underwriter Status

~~MANAGEMENT’S DISCUSSION~~Our ~~AND~~Chief ~~ANALYSIS~~Executive Officer will offer and sell the shares of common stock offered by the Company directly to investors on a best-efforts basis. Our Chief Executive Officer will not be required to sell any specific number or dollar amount of shares and will use reasonable efforts to sell the shares offered pursuant to this prospectus. No officer is obligated to purchase any shares in this offering.

~~We were~~Because ~~incorporated~~our inChief ~~the~~Executive ~~state~~Officer is offering and selling shares of ~~Wyoming~~common stock on ~~June~~our 17behalf, ~~2019.~~he Inis ~~January~~deemed to be an “underwriter” within the meaning of ~~2020~~Section we2(a)(11) ~~began~~of ~~material~~the ~~operations~~Securities Act of 1933, as amended. As a result, our Chief Executive Officer will be subject to the ~~manufacturing~~prospectus delivery and ~~sale~~liability provisions of ~~honey~~the ~~straws~~Securities Act, including the civil liability provisions of Sections 11 and 12 of the Securities Act.

~~We are~~25 aTable ~~manufacturer~~ of ~~honey straws. Honey straws are made by filling pure and natural honey into clear Polyethylene drinking straws and sealing the straws at both ends.~~Contents

AtWe ~~this~~will ~~time,~~not wepay ~~operate~~any ascommissions, afinders’ USfees, ~~legal entity~~or inother ~~Singapore~~compensation ~~and~~to weour ~~share~~Chief ~~the~~Executive ~~same~~Officer ~~business~~or ~~address~~any asother ~~Superbee~~officer ~~Network~~in ~~Singapore~~connection ~~Pte~~with ~~Ltd.~~the ~~Superbee~~sale ~~leases~~of usshares ~~our~~in ~~office/~~this ~~factory space~~offering. ~~pursuant~~Our toofficers awill ~~3-year~~not ~~tenancy~~receive ~~agreement~~any atproceeds afrom ~~monthly~~the ~~cost~~sale of ~~$3,000~~shares ~~per~~offered ~~month~~by ~~with~~ the ~~first~~Company, ~~year~~other ~~rent~~than ~~free.~~their Weexisting ~~entered~~compensation ~~into~~arrangements ~~this agreement~~unrelated ~~for~~to ~~tenancy~~this ~~with Superbee on January 1, 2020~~offering.

~~Our current manufacturing facility is located at our headquarters in Singapore~~6. ~~We have 20 machines that are currently operating but we have an additional 380 functional machines in storage~~3. ~~With~~Best-Efforts ~~the~~Offering; 20No ~~currently~~Minimum operational machines, we have a production capacity of approximately 1,000,000 honey straws per month. Our production is limited by space as each machine requires floor space of approximately 50 square feet to produce. Each machine yields 2,000 honey straws per day and our production space of 1000 square feet has space for only 20 machines. Through this offering we seek to raise a maximum of $25,000,000. We intend to use offering proceeds to fulfill our expansion plans which include, but are not limited to, moving to a new larger facility that can house all of our machines/operations so that we can actively operate all machines at the same time and produce greater quantities of product for resale. To date we have relied on financing from the sale of shares and or funds loaned to us on behalf of our officers/ directors who have no obligation to provide us funding.Subscription

~~Results~~This offering is being conducted on a best-efforts basis, which means that neither the Company nor any person engaged in the distribution of ~~Operations~~the securities is required to sell a specific number or dollar amount of shares. There is no minimum number of shares that must be sold in order for this offering to close, and there can be no assurance that any shares will be sold.

~~Our~~Because ~~cash~~this ~~and~~offering ~~cash~~does ~~equivalents~~not ~~are~~have ~~$580,753~~a asminimum ~~of June~~subscription 30requirement, ~~2021~~investors ~~and~~will ~~349,378~~not ashave the benefit of ~~December~~an ~~31,~~escrow ~~2020~~arrangement. ~~Our~~The ~~cash~~proceeds ~~balance~~from isthe ~~not~~sale ~~sufficient~~of toshares ~~fund~~offered ~~our~~by ~~expansion~~the ~~plan~~Company ofwill ~~operations~~be ~~in the~~immediately ~~immediate~~available ~~future.~~to Inus ~~order~~upon toreceipt ~~continue~~and ~~our~~may ~~current~~be ~~business~~used ~~plan~~as ~~and~~described ~~increase~~under ~~our~~“Use ~~current~~of ~~level~~Proceeds,” regardless of ~~operations~~whether ~~for~~we ~~the~~sell ~~next twenty-four~~all, ~~month~~a ~~period~~substantial portion, weor ~~require~~only ~~further~~a ~~funding~~limited asnumber ~~described~~of ~~already~~the ~~above.~~shares offered.

~~Revenues~~As a result, if we are unable to sell a sufficient number of shares, we may not raise adequate proceeds to fully implement our business plan or to achieve our stated objectives. Investors may therefore be exposed to the risk that the proceeds raised in this offering will be insufficient to fund our operations or planned activities to the extent contemplated in this prospectus.

~~For the period ended June 30, 2021, the Company generated revenue in the amount of $726,000~~6. ~~For the year ended December 31, 2020 the Company generated revenue of 1,227,936~~4. ~~The revenue~~Conflicts ~~we generated for both periods is from the sale~~ of our Honey Straws to distributors. Our cost of revenue for both of the aforementioned periods is attributable, in most part, to materials, depreciation, amortization, consulting and subcontracting costs associated with the delivery of our Honey Straws to our customers.Interest

~~For~~Our ~~the~~Chief ~~year~~Executive ~~ended~~Officer ~~December~~is ~~31,~~responsible ~~2021,~~for weoffering ~~believe we~~and ~~are~~selling onthe ~~target~~shares toof ~~surpass~~common ~~sales~~stock inoffered ~~2020~~by asthe weCompany ~~have~~in ~~focused~~this ~~our~~offering ~~sales~~while ~~efforts~~simultaneously toserving ~~distributors~~as ~~who~~an ~~resell~~executive ~~our~~officer ~~products~~of ~~primarily~~the ~~to schools and within schools~~Company. WeAs ~~believe~~a result, a ~~large~~potential ~~part~~conflict of ~~the~~interest ~~market~~exists ~~for~~between ~~our~~his ~~honey~~role ~~straws~~in toeffecting besales ~~children~~of ~~who~~the ~~spend~~securities ~~most of~~and ~~their~~his ~~time~~fiduciary atduties ~~school~~to the Company and its stockholders.

~~The~~Because ~~following~~our ~~table~~Chief ~~sets~~Executive ~~forth~~Officer ~~our financial~~is ~~position~~deemed ~~for~~to be an underwriter within the ~~six~~meaning ~~months~~of ~~ended~~Section ~~June~~2(a)(11) 30of the Securities Act in connection with this offering, ~~2021~~he is subject to the prospectus delivery requirements and ~~for~~the civil liability provisions of the ~~year~~Securities ~~ended~~Act, ~~December~~including 31Sections 11 and 12. These dual roles may create incentives that differ from those of investors, ~~2020~~including decisions regarding the timing and manner of sales of securities.

	June 30, 2021	December 31, 2020
Revenue	$726,000	$1,227,936
Cost of Revenue	($1,158,726)	($1,707,821)
Net Loss	($544,061)	($646,640)
Cash Flow	$580,753	$349,378

We have not established any formal procedures to address or mitigate these potential conflicts of interest beyond full disclosure in this prospectus. No officer or director will receive any commissions, fees, or other compensation in connection with the sale of shares in this offering. Investors should carefully consider these potential conflicts of interest before making an investment decision.

~~General~~6.5. ~~and~~Selling ~~Administrative Expenses~~Stockholders

~~For the~~This ~~year~~prospectus ~~ended~~also ~~December~~relates ~~31,~~to ~~2020~~the weresale ~~had~~by ~~general~~certain ~~and~~selling ~~administrative~~stockholders ~~costs~~ of ~~$166~~up to 170,~~755~~175,496 ~~whereas~~shares of our common stock that are registered for ~~the~~resale ~~six~~pursuant ~~month~~to ~~period~~this ~~ended~~registration ~~June~~statement. ~~30, 2021~~The weselling ~~had~~stockholders ~~general~~acquired their shares prior to this offering and ~~administrative~~are ~~costs~~not obligated to sell any specific number of ~~$111~~shares. The selling stockholders may sell all,~~335~~ some, or none of the shares offered by them under this prospectus.

~~Liquidity~~The ~~and~~selling ~~Capital Resources~~ stockholders may sell their shares from time to time at a fixed price of $0.50 per share for the duration of the offering. The shares offered by the selling stockholders may be sold directly to purchasers, through brokers or dealers, or through any other lawful means permitted under applicable securities laws. Any broker-dealer involved in effecting sales of shares on behalf of the selling stockholders may be deemed an “underwriter” within the meaning of the Securities Act.

~~The~~26 ~~following~~Table ~~is a summary~~ of ~~the~~ ~~Company’s working capital as of June 30, 2021, and December 31, 2020:~~Contents

	As of June 30, 2021	As of December 31. 2020
Current Assets	$674,336	$381,023
Total Liabilities	$97,472	$69,085

We will not receive any proceeds from the sale of shares by the selling stockholders. All proceeds from such sales, if any, will be retained by the selling stockholders. The selling stockholders will bear any commissions, discounts, or other expenses associated with the sale of their shares, other than expenses of registration, which are being paid by the Company.

~~Current~~The ~~assets~~selling ofstockholders ~~$381,023 as~~and ofthe ~~December~~number ~~31,~~of ~~2020~~shares ~~and~~offered ~~$674,336~~by ~~as of~~each ~~June~~selling ~~30,~~stockholder ~~2021,~~are ~~were~~identified ~~comprised~~under ~~mainly~~the ofcaption ~~cash~~“Selling ~~of and~~Stockholders” ~~inventory~~elsewhere ~~held for~~in ~~resale~~this prospectus.

~~Our~~6.6. ~~Total~~Transfer ~~liabilities~~Agent ~~as of December 31, 2020~~ and ~~as of June 30, 2021 were both attributable, in most part, to accrued expenses and a lease liability.~~Registrar

~~Investing~~Our ~~Activities~~transfer agent and registrar for our common stock is Colonial Stock Transfer Company, Inc., located at 7840 S 700 E, Sandy, UT 84070. Colonial Stock Transfer Company, Inc. is a registered transfer agent with the Securities and Exchange Commission.

~~For~~The ~~the~~transfer ~~year~~agent ~~ended December~~and ~~31,~~registrar ~~2020~~maintains wethe ~~had~~records ~~net~~of ~~cash~~holders ~~used~~of inour ~~investing~~common ~~activities of ($27~~stock,~~301,634),~~ ~~primarily~~processes ~~attributable~~transfers ~~to the purchase~~ of ~~intangible assets. For the six months ended June 30~~shares, ~~2021~~issues weand ~~had~~cancels noshare ~~net~~certificates ~~cash~~(if ~~used in investing activities. The most significant intangible asset that makes up the majority of our investing activities for December 31~~applicable), ~~2020~~and isperforms ~~the~~other ~~license~~customary wetransfer ~~purchased~~agent ~~from~~and ~~Superbee~~registrar ~~for~~services ~~the pending~~in ~~patent~~connection onwith the ~~design~~trading and ~~manufacturing~~transfer of ~~the~~our ~~“honey~~common ~~sealing machine”~~stock.

~~Superbee Network Singapore Pte Ltd is the patent holder in Singapore for the design and manufacturing rights of our honey sealing machine that we use to package our honey into ‘honey straws’~~6. On May 25, 2020, we entered into a Patent License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design and manufacturing of the honey sealing machine so that we may create, and resell such machines for our own benefit7. InRegulation ~~consideration~~M of the Patent License Agreement we paid Superbee a one time fee of $25,000,000. Pursuant to the aforementioned agreement, we are obligated to pay Superbee an annual royalty fee of 25% of our gross sales for any amount over $2,500,000, that we generated as the result of the revenue from the sale(s) of such machines. Machines we may create for our own use, from this licensing agreement, are not subject to any royalty provisions and ~~are~~Compliance ~~not factored into our gross revenues in any capacity as it relates to this agreement, unless of course they are subsequently resold.~~Matters

~~Financing~~We ~~Activities~~and any persons participating in the distribution of the shares offered by this prospectus are subject to the applicable provisions of Regulation M under the Securities Exchange Act of 1934, as amended. Regulation M is intended to prevent manipulative practices by persons with an interest in the outcome of a securities distribution and generally prohibits certain activities that could artificially influence the market for a security during the applicable restricted period.

~~For~~During the ~~year~~distribution ~~ended December~~of ~~31,~~the ~~2020~~shares weoffered ~~had~~hereby, ~~net~~we, ~~cash~~our ~~generated~~officers, ~~from~~directors, ~~financing~~and ~~activities~~any ofother ~~$27,160,372~~persons ~~and~~participating ~~$3,650~~in ~~for~~ the ~~period~~offering ~~ending~~may ~~June~~not 30bid for, ~~2021. For~~purchase, ~~both~~or ~~periods,~~attempt ~~these~~to ~~values~~induce ~~are~~any ~~predominantly~~person ~~the~~to ~~result~~bid offor or purchase shares ~~sold~~of byour ~~the~~common ~~Company~~stock, toother ~~investors~~than inas ~~reliance~~permitted onunder Regulation ~~S of~~M. ~~the~~These ~~Securities~~restrictions ~~Act~~may limit the ability of ~~1933,~~participating aspersons ~~detailed~~to ~~further~~engage onin ~~below~~market-making onactivities ~~page~~or 30other transactions involving our common stock during the distribution period.

~~- 15~~Compliance -with Regulation M and other applicable federal and state securities laws is required throughout the offering process. Any failure to comply with these requirements could result in regulatory action and may adversely affect the completion of this offering or the development of a trading market for our common stock.

~~Table of~~7. ~~Contents~~DETERMINATION OF OFFERING PRICE

~~INDUSTRY OVERVIEW~~7.1. Pricing of the Offering

~~This section~~The ~~includes~~public ~~market~~offering ~~and~~price ~~industry~~of ~~data~~the ~~that~~shares weoffered ~~have~~hereby ~~developed~~is ~~from~~$0.50 ~~publicly~~per ~~available~~share. ~~information;~~The ~~various~~offering ~~industry~~price ~~publications~~was ~~and other~~determined ~~published~~arbitrarily ~~industry~~by ~~sources~~us and ~~our~~does ~~internal~~not ~~data~~bear ~~and~~any ~~estimates.~~relationship ~~Although~~to weour ~~believe~~assets, ~~the~~book ~~publications~~value, ~~and~~historical ~~reports~~results ~~are~~of ~~reliable~~operations, we ~~have~~or ~~not~~any ~~independently~~other ~~verified~~established ~~the~~criteria ~~data.~~for ~~Our~~valuing ~~internal~~a ~~data,~~company. ~~estimates~~The ~~and~~offering ~~forecasts~~price ~~are~~was ~~based~~not ~~upon information~~established ~~obtained~~through ~~from~~any ~~trade~~independent ~~and~~valuation, ~~business~~appraisal, ~~organizations~~or ~~and other contacts in the~~ market ~~in which we operate and our management’s understanding of industry conditions~~study.

~~As of~~In ~~the~~determining ~~date of~~ the ~~preparation~~offering ~~of this section~~price, ~~these~~we ~~and~~considered ~~other~~a ~~independent~~number ~~government~~of ~~and~~factors, ~~trade publications cited herein are publicly available on the Internet without charge. Upon request~~including, ~~the~~among ~~Company will also provide copies of such sources cited herein.~~others:

~~Industry overview~~· The absence of a public trading market for our common stock; · Our financial condition and limited operating history; · The risks associated with our business and industry;

~~The global~~27 ~~honey~~Table ~~industry’s size was approximately USD 7.19 billion in 2019. The global impact~~ of COVID-19 has been unprecedented and staggering, with sweet liquid witnessing an increased demand across all regions amidst the pandemic. The market is forecasted to grow from USD 7.84 billion in 2020 to USD 11.16 billion in 2027 at a CAGR of 5.2% in the 2020-2027 period. The growth in CAGR is attributable to the current market’s demand, which we believe will return to pre-pandemic levels once the pandemic is over or mitigated.Contents

~~Over the~~· ~~past~~The ~~few~~anticipated ~~decades,~~use sugar and artificial sweeteners have become, in our observations, undesirable ingredients in food products due to their health-damaging properties. Consumer inclination towards sugar substitutes, especially natural sweeteners, has increased for several reasons. One of ~~the~~proceeds ~~prominent reasons is an escalation in the number of diabetic patients and patients suffering~~ from ~~obesity~~ ~~and~~this ~~high~~offering; ~~cholesterol,~~· ~~who may be searching for healthier alternatives to sugar.~~ The ~~easy~~level ~~availability~~ of adilution ~~wide range of products, coupled with its ability~~ to ~~impart~~new ainvestors; ~~desirable~~and ~~taste~~· inGeneral ~~food & beverage products, is aiding~~ market ~~demand.~~conditions Weat ~~believe honey~~the totime bethe ~~one~~offering ofwas ~~several natural sweeteners becoming a more popular choice for consumers~~contemplated.

~~Global Supply~~Because ~~Chain~~the ~~Interruptions~~offering ~~amid~~price ~~COVID-19~~was not derived from a valuation methodology commonly used for publicly traded companies, the price at which our common stock may trade, if a trading market develops, may be significantly lower than the offering price. There can be no assurance that investors will be able to ~~impact~~resell shares purchased in this offering at or above the ~~Market~~offering ~~Negatively~~price, or at all.

The sudden outbreak of the COVID-19 pandemic has affected various industries across the globe as governments have undertaken lockdown measures and restricted the movement of people to contain the contagion7. ~~The closure of processing plants/units significantly affected the production of various food products in the initial months of the pandemic~~2. ~~Moreover,~~ ~~labor~~Market ~~shortages,~~Maker ~~supply chain disruptions, trade & transport restrictions, fluctuating logistics,~~ and ~~others~~Trading ~~were~~Market ~~observed in the lock-down period.~~Matters

~~However, with~~There ~~the~~is ~~re-opening~~currently ofno ~~production~~public ~~and~~trading ~~processing facilities across various economies and increased efforts by beekeepers and~~ market ~~participants~~ tofor ~~reestablish~~our ~~the~~common ~~disrupted supply chain, the condition of the natural sweeteners market is expected to improve~~stock. AsPrior ~~we believe honey~~ to bethis ~~considered a health-enhancing product~~offering, ~~its~~our ~~sales~~common ~~across~~stock ~~several countries have witnessed a rise and this~~ has ~~resulted~~not inbeen anlisted ~~amplification~~or ofquoted ~~quarterly~~on ~~revenues~~any ofsecurities ~~companies~~exchange inor ~~the~~inter-dealer ~~industry.~~quotation ~~For instance~~system, inand ~~July~~there ~~2020,~~can ~~Dabur~~be ~~India Limited,~~no inassurance ~~its first quarterly report (Q1 2020-21), disclosed~~ that ~~its~~an ~~immunity~~active ~~products~~or ~~(such~~liquid astrading ~~Dabur~~market ~~Honitus)~~will ~~witnessed~~ever ~~a growth of 60% and 80%, respectively, in the first quarter~~develop.

AsUpon ~~mentioned~~completion ~~previously~~of this offering, we ~~believe honey~~intend to beseek anto ~~“immunity-boosting~~have ~~product”.~~our ~~The~~common ~~demand~~stock ~~for immunity-boosting~~quoted ~~products~~on ~~even~~the ~~after~~OTCQB ~~the~~marketplace ~~end~~operated ofby ~~the~~OTC ~~pandemic~~Markets isGroup ~~expected~~Inc. toQuotation ~~remain~~on ~~strong,~~the ~~which~~OTCQB ~~may~~is ~~add~~subject to the ~~revenues~~approval of ~~the~~ a market. ~~Due~~maker ~~to its antibacterial, antiviral,~~ and ~~anti-fungal~~satisfaction ~~properties,~~of ~~honey~~applicable iseligibility ~~receiving~~requirements. ~~appreciation~~We ~~and~~have ~~wider~~not ~~acceptance~~engaged asany ~~an effective~~market ~~treatment~~maker, ~~to treat acute cough~~ and ~~throat~~there ~~infection~~can ~~observed~~be inno ~~corona-infected~~assurance ~~patients.~~that ~~The~~a ~~Public~~market ~~Health~~maker ~~England~~will ~~(PHE) and~~agree ~~the~~to ~~National~~make ~~Institute~~a ~~for~~market ~~Health~~in ~~and~~our ~~Care~~common ~~Excellence~~stock, ~~(NICE)~~that ~~guidelines~~quotation ~~have~~on ~~recommended~~the ~~honey~~OTCQB aswill abe ~~prominent~~obtained, ~~first~~or ~~line~~that, ~~of treatment~~if inobtained, ~~alleviating~~such ~~discomfort~~quotation ~~caused~~will ~~due~~be ~~to respiratory tract infection~~maintained.

~~Increasing Utilization~~Market makers are not obligated to continue to make a market in our common stock and may discontinue their activities at any time without notice. Even if a trading market develops, the market price of our common stock may be volatile or may not reflect the ~~Product~~value inof ~~Drug~~our ~~Production~~business, financial condition, or results of operations. The absence of an established public trading market may adversely affect investors’ ability to ~~Support~~resell ~~Market~~shares ~~Growth~~purchased in this offering or to obtain accurate

Potential therapeutic effects of honey due to the presence of various amino acids, enzymes, minerals, and other nutritional substances in honey have driven its roaring popularity across the pharmaceutical sector8. ~~Honey~~DESCRIPTION ~~has~~OF ~~arisen as a prominent ingredient in cough syrups due to its antibacterial properties and its ability to act as a demulcent. This is one of the major factors driving the growth of the global market.~~ SECURITIES

~~References~~8.1. General

~~https://www~~The only class of securities registered hereby is the registrant’s common stock, $0.~~fortunebusinessinsights~~01 par value per share.~~com/industry-reports/honey-market-100551 https://www~~ This registration statement covers an aggregate of 270,175,496 shares of common stock, which amount includes shares to be offered by the Company and shares to be registered for resale by certain selling stockholders.~~ncbi~~ The proposed maximum public offering price per share is $0.~~nlm~~50.~~nih.gov/pmc/articles/PMC7750705/~~

~~- 16~~8.2. -Authorized Capitalization; Outstanding Shares

~~Table~~ As of ~~Contents~~December 31, 2025, there were 2,854,462,696 shares of common stock outstanding. After giving effect to the issuance by the Company of 100,000,000 shares in this offering, there would be 2,954,462,696 shares of common stock outstanding. The pro forma capitalization information assumes no exercise of outstanding options or warrants and no issuance of additional equity securities other than those offered by the Company in this offering.

~~FORWARD LOOKING~~The ~~STATEMENTS~~shares being registered under this registration statement consist of 100,000,000 shares issuable by the Company in this offering and 170,175,496 shares held by selling stockholders that are being registered for resale.

~~This prospectus~~28 ~~contains~~Table forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.Contents

~~DESCRIPTION OF~~8.3. ~~BUSINESS~~Description of Common Stock

~~Corporate History~~Each holder of common stock is entitled to one vote per share on all matters submitted to a vote of stockholders. Except as otherwise required by applicable law or the registrant’s governing documents, holders of common stock will vote together as a single class. The holders of common stock are entitled to receive dividends, if, as and when declared by the Board of Directors out of legally available funds. In the event of liquidation, dissolution or winding up of the registrant, holders of common stock are entitled to share ratably in the assets available for distribution to stockholders after payment of liabilities and after satisfaction of any preferential rights of any then-existing preferred stock (of which there is none outstanding as of the date of this prospectus). The common stock does not have preemptive, subscription, redemption or conversion rights.

~~The Company~~8.4. Preferred Stock; Other Securities

WeAs ~~were~~of ~~incorporated~~the in date of this prospectus, the ~~state~~registrant has not issued any series of ~~Wyoming~~preferred onstock ~~June~~and 17there are no outstanding options, ~~2019~~warrants or other convertible securities. InThe ~~January~~Company ofdoes ~~2020~~not wecurrently ~~began~~maintain ~~material~~any ~~operations~~equity ~~which~~incentive plans or other equity-based compensation plans and, accordingly, no options, restricted stock awards or similar awards are outstanding. If and when the Company adopts equity incentive plans or issues other classes or series of securities, such actions would be subject to approval by the Board of Directors and, where required, by the Company’s stockholders and would be disclosed in ~~more~~accordance ~~detail~~with ~~further~~applicable ~~below~~SEC rules.

~~On June 17, 2019, Mr~~8.5. ~~Jacksaa~~Transfer ~~Tan~~Agent ~~was appointed as Chairman, President, Chief Executive Officer~~ and ~~a member of our Board of Directors.~~ Registrar

OnThe ~~June~~transfer ~~17,~~agent ~~2019~~and registrar for the registrant’s common stock is Colonial Stock Transfer Company, MsInc., ~~Hui~~located ~~Eng~~at ~~Ling~~7840 ~~was~~S ~~appointed~~700 ~~as Secretary~~E, ~~Treasurer~~Sandy, ~~Chief~~UT ~~Financial~~84070. ~~Officer~~Colonial ~~and~~Stock aTransfer ~~member~~Company, ofInc. ~~our~~is ~~Board~~a ofregistered ~~Directors~~transfer agent.

~~On June 19, 2019, the Company issued 750,000 shares of restricted common stock, each at par value of $0~~8.~~01 per share, to Mr~~6. ~~Jacksaa~~Trading ~~Tan for initial working capital of $7,500.~~Market

OnThere ~~June~~is ~~19,~~currently ~~2019,~~no public trading market for the ~~Company~~registrant’s ~~issued 250,000~~common ~~shares~~stock. The registrant intends to seek quotation of ~~restricted~~its common stock, ~~each~~on atthe ~~par~~OTCQB ~~value~~marketplace ofoperated $0by OTC Markets Group Inc.01 ~~per~~following ~~share~~the offering, but quotation is subject to Msthe approval of a market maker and satisfaction of applicable eligibility requirements. ~~Hui~~There ~~Eng~~can ~~Ling~~be no assurance that a market maker will agree to make a market for ~~initial~~the ~~working~~common ~~capital~~stock ofor ~~$2,500~~that any quotation will be obtained or maintained.

~~On or about January 3, 2020, we procured approximately 1~~8.~~2 million dollars in physical assets from Superbee Network Singapore Pte Ltd, a Singapore Company ("Superbee")~~7. ~~The~~Restrictions ~~aforementioned assets~~on ~~were~~Transfer; ~~paid~~Resale ~~for in their entirety~~ by ~~our~~Selling directors. The physical assets acquired were comprised predominantly of office equipment, furniture, and manufacturing equipment. Of the aforementioned assets acquired, the most expensive, valued at approximately 1 million USD, were 400 machines used for the packaging and sealing of honey straws. ‘Honey straws’ are small plastic receptacle tubes filled with honey.Stockholders

OnThe ~~January~~shares 3,held ~~2020,~~by ~~we entered into an “Industrial Design License Agreement” with Superbee, whereas Superbee licensed to us~~ the ~~legal~~selling ~~rights~~stockholders ~~to use their design and packaging of plastic honey straws,~~ that are ~~used~~registered ~~to house honey~~ for ~~future~~resale ~~consumption~~pursuant ~~directly from the packaging container. Pursuant~~ to this ~~agreement~~prospectus wemay ~~paid~~be asold ~~one~~from time ~~fee~~to oftime ~~$1,080,000~~by tothe ~~Superbee~~selling ~~and~~stockholders ~~agreed~~in toone ~~pay~~or amore ~~yearly~~transactions, ~~royalty~~at toprevailing ~~Superbee~~market ~~depending~~prices onor ~~our gross~~at ~~sales.~~negotiated ~~The~~prices, ~~annual~~through ~~royalty~~brokers, todealers beor ~~paid~~directly to ~~Superbee is based upon 20% of our gross sales~~purchasers, ~~with~~as ~~regard~~described tounder ~~the~~“Plan ~~amount~~ of ~~our gross sales exceeding $6,000,000 per annum in United States dollars~~Distribution.” IfThe weCompany ~~generate~~will ~~$6,000,000~~not orreceive ~~less~~any inproceeds ~~gross~~from ~~sales~~the ~~per~~sale ~~annum~~of ~~there~~the ~~is no~~shares ~~royalty~~sold ~~fee~~by ~~due~~selling ~~to Superbee for that annual period~~stockholders. The ~~aforementioned~~selling ~~industrial~~stockholders ~~Design~~are ~~License~~not ~~Agreement~~subject ~~covers~~to ~~the~~any ~~registered~~contractual ~~design~~lock-up ~~and~~agreements ~~packaging~~restricting oftheir ~~honey~~ability into ~~straw~~resell ~~shape that may be offered within~~ the EUshares, ~~Hong~~except ~~Kong~~as ~~and~~may ~~Malaysia~~be ~~where~~required ~~the~~by ~~novelty~~applicable ~~representation/features~~securities ~~of the design(s) for which novelty is claimed are the shape, configuration, pattern, ornamentation and/or the combination thereof~~laws.

~~Superbee Network Singapore Pte Ltd is the patent holder in Singapore for the design and manufacturing rights of our honey sealing machine that we use to package our honey into ‘honey straws’~~8. On May 25, 2020, we entered into a Patent License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design and manufacturing of the honey sealing machine so that we may create, and resell such machines for our own benefit8. InAnti-Dilution/Other consideration of the Patent License Agreement we paid Superbee a one time fee of $25,000,000. Pursuant to the aforementioned agreement, we are obligated to pay Superbee an annual royalty fee of 25% of our gross sales for any amount over $2,500,000, that we generated as the result of the revenue from the sale(s) of such machines. Machines we may create for our own use, from this licensing agreement, are not subject to any royalty provisions and are not factored into our gross revenues in any capacity as it relates to this agreement, unless of course they are subsequently resold.Provisions

AtThe ~~this~~registrant’s ~~time,~~articles weof ~~operate~~incorporation and bylaws (as ain ~~US legal~~effect) ~~entity~~contain provisions that may have the effect of delaying, deferring or preventing a change in ~~Singapore~~control ~~and~~of wethe ~~share~~registrant or changes in the ~~same~~registrant’s ~~business~~management. ~~address~~These asprovisions ~~Superbee~~may ~~Network~~include, ~~Singapore~~without ~~Pte~~limitation, ~~Ltd.~~the ~~Superbee~~ability ~~leases~~of usthe ~~our office/~~Board ~~factory~~to ~~space~~issue ~~pursuant~~additional shares of preferred stock (subject to aany ~~3-year~~shareholder ~~tenancy~~approvals ~~agreement~~that atmay abe ~~monthly~~required ~~cost~~under applicable law), the classification of $3the Board of Directors,~~000~~ ~~per~~and ~~month~~other ~~with~~provisions. The registrant’s articles of incorporation authorize a number of shares and classes that could be issued in the ~~first~~future ~~year~~and ~~rent~~that ~~free~~could adversely affect the voting power of holders of common stock. ~~We entered~~Any ~~into~~issuance ~~this~~of ~~agreement~~additional ~~for~~shares ~~tenancy~~of ~~with~~common ~~Superbee~~or onpreferred ~~January~~stock 1,would ~~2020~~dilute existing stockholders and could subordinate or otherwise adversely affect the rights of holders of common stock. (See “Capitalization.”)

We29 ~~currently~~Table ~~only have two employees, comprised~~ of our officers and directors. We rely entirely on staffing provided by Superbee to manufacturer, package, and sell our honey straws we currently offer throughout Asia. From time to time we also rely on Superbee to collect payments on our behalf, and to prepay or cover any associated operating expenses we may incur. Superbee does not any longer manufacture or resell honey straws for their own benefit however, has a long history and experience within the industry. Superbee has shared with us their contacts, distribution channels, and honey suppliers which we believe will continue to prove beneficial moving forward as we continue to offer honey straws throughout Asia. Currently, we sell our products within 10 countries worldwide. Contents

~~Our officers and directors, Jacksaa Tan and Hui Eng Ling, are also directors of Superbee Network Singapore Pte Ltd~~8.9. ~~Together~~Section ~~they~~16 ~~collectively control approximately 99% of Superbee.~~Reporting

~~From~~Because ~~March~~the ~~30,~~registrant’s ~~2020~~common ~~to March~~stock ~~31,~~has ~~2020,~~not ~~the~~previously ~~company~~been ~~issued~~registered ~~6,550,000~~under ~~shares~~Section 12 of ~~restricted~~the ~~common~~Exchange ~~stock~~Act, atthe reporting obligations of Section 16(a) ~~price~~were not previously applicable to the registrant’s directors, executive officers or greater-than-ten-percent beneficial owners prior to the effectiveness of $0this registration statement.05 ~~per~~After ~~share~~effectiveness, applicable persons will be required to ~~35 shareholders for~~file ~~$327,500~~Section 16 reports concerning their beneficial ownership of ~~working~~the ~~capital~~registrant’s common stock.

~~On December 30, 2020 the Company amended its Corporate Charter to increase the Company’s authorized shares of common stock from 1,500,000,000 to 3,000,000,000~~9. ~~Despite~~ ~~the~~INTERESTS ~~amendment~~OF ~~being~~NAMED ~~adopted~~EXPERTS ~~and~~AND ~~deemed effective on December 30, 2020, the filing of the Certificate of Amendment was not filed with the Wyoming Secretary of State until January 28, 2021.~~COUNSEL

OnThe ~~December~~consolidated ~~30,~~financial ~~2020,~~statements of the Company ~~issued~~ 2included in this registration statement have been audited by Fortune CPA INC. 8831,~~012,465,400~~ ~~shares~~an ofindependent ~~restricted~~registered ~~common~~public ~~stock~~accounting tofirm. MrThe report of Fortune CPA INC. ~~Jacksaa~~8831 ~~Tan,~~is ~~each~~included atelsewhere ~~par~~in ~~value~~this registration statement and is incorporated herein by reference. To the best of $0the Company’s knowledge, Fortune CPA INC.01 ~~per~~8831 ~~share~~has no direct or indirect interest in the Company, ~~to redeem~~including aany ~~debt~~ownership of ~~$20~~the Company’s securities,~~124,654~~ ~~owed~~and tono Mrrelationship with the Company that would impair its independence as defined under Rule 2-01 of Regulation S-X (17 C.F.R. ~~Jacksaa~~§ ~~Tan~~210.2-01).

OnThe ~~December~~Company ~~30,~~is ~~2020,~~not aware of any ownership of the Company ~~issued~~’s ~~670~~securities by Fortune CPA INC. 8831,~~821~~ including securities owned,~~800~~ ~~shares~~received, ofto ~~restricted~~be ~~common~~received, ~~stock~~or subject to ~~Ms.~~options, ~~Hui~~warrants, ~~Eng~~or ~~Ling~~other rights, ~~each~~and ~~with~~any asuch ~~par~~interests, ~~value~~if any, do not exceed the threshold requiring disclosure under Item 509 of $0Regulation S-K.01 ~~per~~The ~~share,~~written consent of Fortune CPA INC. 8831 to ~~redeem~~ athe ~~debt~~inclusion of ~~$6,708,218~~its ~~owed~~report toin ~~Ms.~~this ~~Hui~~registration ~~Eng~~statement ~~Ling~~is filed as an exhibit hereto.

OnApart ~~May~~from ~~17, 2021,~~ the ~~company~~independent ~~issued 73,000~~registered ~~additional~~public ~~shares~~accounting offirm ~~restricted~~named ~~common stock~~above, atthe aLaw ~~price~~Office of $0Carl P.05 ~~per~~Ranno ~~share,~~has toalso 16been ofnamed 35in ~~individuals~~this ~~from~~registration ~~the~~statement ~~March~~whose ~~2020 sales~~report ofor ~~common~~opinion ~~stock. These~~is ~~individuals~~relied ~~provided~~upon ~~the~~in ~~Company~~connection ~~$3,650~~with ~~in additional~~the ~~working capital~~offering.

InThe ~~regards~~Company tohas ~~all~~engaged oflegal ~~the~~counsel ~~above~~in ~~transactions we~~connection ~~claim~~with anthe ~~exemption~~preparation ~~from~~and ~~registration~~filing ~~afforded by Regulation S~~ of ~~the~~this ~~Securities~~registration ~~Act~~statement ofand ~~1933,~~the assecurities ~~amended~~offered ~~("Regulation S")~~hereby. ~~for~~To the ~~above~~best ~~sales~~ of the ~~stock~~Company’s ~~since~~knowledge, ~~the~~neither ~~sales~~such ofcounsel ~~the~~nor ~~stock~~any ~~were~~firm, ~~made~~corporation, topartnership, ~~non-U.S.~~or ~~persons~~other ~~(as~~entity ~~defined~~of ~~under~~which ~~Rule~~such ~~902~~counsel ~~section (k)(2)(i)~~is ofa ~~Regulation~~member ~~S),~~or ~~pursuant~~with towhich ~~offshore~~such ~~transactions,~~counsel ~~and~~is noaffiliated ~~directed~~has ~~selling~~any ~~efforts~~direct ~~were~~or ~~made~~indirect material interest in the ~~United~~Company. ~~States~~Any byownership of the ~~issuer,~~ aCompany’s ~~distributor~~securities by counsel, if any, ofdoes ~~their~~not ~~respective~~exceed ~~affiliates~~$50,000 orin ~~any~~fair ~~person~~market ~~acting~~value, onand ~~behalf~~therefore ofis ~~any~~not deemed substantial and is not required to be disclosed pursuant to Instruction 1 to Item 509 of ~~the~~Regulation ~~foregoing~~S-K.

~~Business~~For ~~Overview~~purposes of the foregoing disclosure, the Company has considered the interests of the entire firm or entity employing such counsel, including all attorneys and non-clerical personnel participating in the matter on behalf of such firm. Based on this review, no interest requiring disclosure under Item 509 of Regulation S-K exists.

~~We are a manufacturer of honey straws~~10. ~~Honey~~INFORMATION ~~straws~~WITH ~~are~~RESPECT ~~made~~TO byTHE filling pure and natural honey into clear PE drinking straws and sealing the straws at both ends. We believe we use honey of the highest grade, measured by its moisture content lesser than 20%, ash content lower than 0.75%, sucrose content lower than 8% and free from chloramphenicol and other antibiotic residue, sourced from our approved suppliers appraised with our ‘Integrated Quality Management System’, as defined on page 18 herein. The demand for our honey straws have been exceeded by our ability to supply. Our concept of producing the honey straw is a redevelopment of a complex technology made into a simple modular system that can be tailored to meet market demands as we grow.REGISTRANT

~~Our~~The ~~honey~~following ~~straws~~information ~~have~~is ~~been offered~~furnished ~~for~~with ~~more~~respect ~~than two decades, previous~~ to ~~our~~Pharmaceutical ~~incorporation~~Resource ~~through~~Technology, ~~Superbee Network Singapore Pte Ltd~~Inc. ~~Over~~(the ~~time~~“Company”), ~~we and Superbee have refined the process of producing our honey straws as essentially using the same process as bees making honey from collecting flower nectar to store~~ in ~~their~~accordance ~~hives and then sealing them~~ with ~~wax.~~Item ~~The~~11 ~~honey~~of isForm ~~then~~S-1 ~~harvested from the hives~~ and ~~filled into~~ the ~~straws and~~applicable ~~sealed~~items at both ends for the same purpose as the bees seal it in their cells with wax to prevent the honey from deteriorating. We strive to never compromise on our strict standards and requirements and quality of ~~our~~Regulation ~~product~~S-K.

Based on global statistics published by Benjamin Elisha Sawe on July 17, 2018, https://www.worldatlas.com/articles/countries-that-consume-the-most-honey.html, we assume that the average consumption of honey is 3.941g/capita/day from the publication on the 10 ~~countries that consumed the most honey~~. In another publication published on Statista by Evgenia Koptyug on November 16, 2020, https://www.statista.com/statistics/511732/per-capita-consumption-of-honey-germany/, it was found that the average consumption of honey in Germany was 1kg/capita/year or 2.7g/capita/day. While data published on National Honey Board Press Kit, https://honey.com/newsroom/presskit/honey-industry-facts, American honey consumption is 1.~~3lb~~ orDescription ~~0.6kg/capita/year or 1.64g/capita/year. If we rely on this information to derive an estimate~~ of ~~average~~Business ~~consumption~~(Item ~~for~~101 ~~the list~~ of ~~following~~Regulation ~~countries, we would arrive at an approximate daily honey consumption of 2.76g/capita/day or 1kg/capita/year.~~ S-K)

AsPharmaceutical ofResource ~~2020~~Technology, weInc. ~~currently~~is ~~sell our~~a ~~honey~~Wyoming ~~straws~~corporation tooriginally incorporated on June 17, 2019 under the ~~following~~name ~~countries~~Jaison Phytochem, Inc. The Company commenced material operations in ~~the~~January ~~below~~2020 ~~dollar~~and ~~amounts:~~completed a corporate reorganization and name change to Pharmaceutical Resource Technology, Inc. in March 2023.

1.30 ~~Singapore~~Table -of ~~$102,328~~Contents

2The Company operates as a U.S. ~~Bosnia~~holding &company ~~Herzegovina~~with principal executive offices in Singapore. The Company does not legally own any subsidiaries. Instead, its operations are conducted through asset-based ~~$74~~acquisitions and contractual management and services arrangements,~~250~~ primarily in Singapore.

3.The ~~Cambodia~~Company’s –business ~~$61,397~~activities currently span three primary areas:

41. ~~Indonesia~~Honey -straw ~~$153~~manufacturing,~~492~~ involving the production, packaging, and sale of single-serve honey products for food and consumer markets;

52. ~~Hong~~Pharmaceutical ~~Kong~~and -dietary ~~$92~~supplements manufacturing,~~095~~ conducted in compliance with applicable regulatory and certification requirements in Singapore; and

63. ~~Japan~~Building -and ~~$163~~construction services,~~725~~ which support the development and expansion of manufacturing facilities and related infrastructure.

7.Based ~~Malaysia~~on -recent ~~$184~~operations,~~190~~ approximately 18% of revenues are derived from honey straw manufacturing, approximately 18% from pharmaceutical and dietary supplements manufacturing, and approximately 64% from building and construction activities.

8.The ~~Thailand~~Company conducts substantially all of its operational staffing, manufacturing support, and certain administrative functions through long-standing ~~$319~~contractual arrangements with Superbee Network Singapore Pte. Ltd.,~~713~~ a Singapore company under common control with the Company’s executive officers. The Company currently has two permanent employees, both of whom are its executive officers and directors.

9.The UKCompany markets and sells its products and services primarily in Asia and currently has customers in approximately ten countries. -The ~~$76~~Company holds the material licenses and regulatory approvals required for its existing operations in Singapore,~~746~~ although expansion into new markets may require additional approvals.

~~Our~~The ~~Honey~~Company ~~Straw~~intends ~~products~~to ~~are packed~~use inthe ~~Polyethylene~~proceeds ~~bags,~~from ~~“PE~~this ~~bags”~~offering, oftogether ~~100s~~with inexisting ~~outer cartons of 20 PE bags~~resources, ~~which are sent~~ to ~~our~~expand ~~distributors~~honey ~~for~~straw ~~storage~~ and ~~distribution~~dietary tosupplements ~~other~~manufacturing ~~distributors~~capacity, ~~retailers,~~establish ~~and~~additional ~~school~~production ~~vendors.~~facilities Wein ~~primarily~~new ~~sell our products through local distributors~~markets, ~~but we~~and ~~also~~fund ~~sell~~general ~~directly~~corporate toand ~~consumers~~operating ~~through several online portals~~expenses.

~~Approximately~~31 ~~90%~~Table of ~~our sales are made to school children from ages 7 to 12. We distribute our products to approximately 50 schools located in the following countries located in Asia and Europe:~~Contents

·10.2. ~~Singapore~~Description of Property (Item 102 of Regulation S-K)

·The ~~Bosnia~~Company’s principal executive offices are located at No. 1 Kaki Bukit Avenue 3, #09-11, KB-1, Singapore 416087. The Company does not own real property. Its operations are conducted through leased facilities and ~~Herzegovina~~through third-party and affiliated service providers in Singapore and other parts of Asia. The Company believes that its existing facilities and access arrangements are adequate for its current operations.

·10.3. ~~Cambodia~~Legal Proceedings (Item 103 of Regulation S-K)

·The ~~Indonesia~~Company is not a party to any material pending legal proceedings, nor is any of its property the subject of a material pending legal proceeding. The Company is not aware of any governmental or regulatory proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations.

·10.4. ~~Hong~~Market ~~Kong~~Price of and Dividends on Common Equity; Related Stockholder Matters (Item 201 of Regulation S-K)

·There ~~Japan~~is currently no established public trading market for the Company’s common stock. The Company intends to seek quotation of its common stock on the OTCQB marketplace; however, there can be no assurance that a market maker will file the required application or that such quotation will be obtained.

·The ~~Malaysia~~offering contemplates a public offering price of $0.50 per share for the shares offered by the Company. The Company has never declared or paid cash dividends on its common stock and does not anticipate paying dividends in the foreseeable future. The Company intends to retain future earnings, if any, to fund operations and growth.

·10.5. ~~Thailand~~Financial Statements (Regulation S-X)

·The ~~United~~registration ~~Kingdom~~statement includes consolidated financial statements audited by Fortune CPA INC. 8831, an independent registered public accounting firm, for the fiscal years ended December 31, 2025 and 2024, prepared in accordance with U.S. GAAP and Regulation S-X. All required financial statement schedules have been omitted because the information is included in the consolidated financial statements or the notes thereto. The Company qualifies as a smaller reporting company and has complied with the applicable scaled disclosure requirements.

~~The~~10.6. ~~composition of~~Selected ~~our~~Financial ~~product,~~Data ~~nutritional~~(Item ~~information,~~301 ~~and~~of ~~specifications~~Regulation ~~appears below:~~S-K)

AVERAGE COMPOSITION		NUTRITIONAL INFORMATION
Fructose	38.2%	Serving Size Per Straw: 7.5g
Glucose	31.0%	Average per straw
Water	20.0%	Energy	23.6kcal*
Maltose	7.2%	Carbohydrates	6.2g
Sucrose	1.5%	Proteins	23mg
Minerals, Vitamins & Enzymes	0.5%	Total Fats	0.0g
Trisscharides & Other Higher Carbohydrates	4.2%	Saturated Fats	0.0g
		Cholesterol	0.0g
		Sodium	1.1mg
		*1kcal = 4.18kj

As a smaller reporting company, the Company has provided selected financial information within the audited financial statements and Management’s Discussion and Analysis. For the fiscal year ended December 31, 2025, the Company reported revenue of $10,822,348, net income of $264,820, cash and cash equivalents of $2,855,160, and working capital of $4,289,683, as reflected in the audited financial statements.

~~SPECIFICATIONS~~32 Table of Contents

Straw dimension:	170 x 6 mm
Ingredients:	100% Pure and Natural Honey
Floral Sources:	Worldwide
Fill per straw:	Approximately 7g
Trademark:	HONEY STRAW (unregistered)

10.7. Supplementary Financial Information (Item 302 of Regulation S-K)

~~Manufacturing~~ All supplementary financial information required by Regulation S-X is included in the consolidated financial statements or the notes thereto. No additional quarterly or supplementary schedules are required.

We10.8. ~~rely entirely~~Management’s onDiscussion ~~staffing provided by Superbee to manufacturer, package,~~ and ~~sell~~Analysis ~~our~~(Item ~~honey~~303 ~~straws~~of weRegulation ~~currently offer throughout Asia.~~S-K)

OnManagement’s ~~January~~Discussion 3,and ~~2020~~Analysis weof ~~entered~~Financial ~~into~~Condition ~~an “Industrial Design License Agreement” with Superbee, whereas Superbee licensed to us the legal rights to use their design~~ and ~~packaging~~Results of ~~plastic~~ ~~honey~~Operations ~~straws,~~is ~~that~~included ~~are~~elsewhere ~~used~~in ~~to house honey for future consumption directly from the packaging container. Pursuant to~~ this ~~agreement~~prospectus ~~we paid a one time fee of $1,080,000 to Superbee~~ and ~~agreed~~should tobe ~~pay~~read ain ~~yearly~~conjunction ~~royalty~~with tothe ~~Superbee~~audited ~~depending~~financial ~~on our gross sales~~statements. ~~The~~MD&A ~~annual~~discusses ~~royalty~~results ~~to be paid to Superbee is based upon 20%~~ of ~~our~~operations ~~gross~~for ~~sales, with regard to~~ the ~~amount~~fiscal ofyears ~~our~~ended ~~gross sales~~December ~~exceeding $6~~31,~~000,000~~ ~~per~~2025 ~~annum~~and in2024, ~~United~~liquidity ~~States~~and ~~dollars.~~capital ~~If we generate $6~~resources,~~000,000~~ orknown ~~less~~trends ~~in gross sales per annum there is no royalty fee due to Superbee for that annual period. The aforementioned industrial Design License Agreement covers the registered design~~ and ~~packaging~~uncertainties, ofreliance ~~honey~~on inrelated-party ~~straw~~operational ~~shape that may be offered within the EU~~support, ~~Hong Kong~~ and ~~Malaysia where~~ the ~~novelty~~anticipated ~~representation/features~~impact of ~~the~~this ~~design(s) for which novelty is claimed are the shape, configuration, pattern, ornamentation and/or the combination thereof~~offering.

~~Superbee~~10.9. ~~Network~~Changes ~~Singapore Pte Ltd is the patent holder~~ in ~~Singapore for the design~~ and ~~manufacturing~~Disagreements ~~rights of our honey sealing machine that we use to package our honey into ‘honey straws’. On May 25, 2020, we entered into a Patent License Agreement~~ with ~~Superbee~~Accountants whereas they licensed us the rights to their pending patent on the design and manufacturing of the honey sealing machine so that we may create, and resell such machines for our own benefit. In consideration of the Patent License Agreement we paid Superbee a one time fee of $25,000,000. Pursuant to the aforementioned agreement, we are obligated to pay Superbee an annual royalty fee of 25% of our gross sales for any amount over $2,500,000, that we generated as the result of the revenue from the sale(s)Item of304 such machines. Machines we may create for our own use, from this licensing agreement, are not subject to any royalty provisions and are not factored into our gross revenues in any capacity as it relates to this agreement, unless of ~~course~~Regulation ~~they are subsequently resold.~~S-K)

~~Our~~There ~~manufacturing facility is located at our headquarters in Singapore. We~~ have 20been ~~machines~~no ~~that~~disagreements ~~are~~with ~~currently operating but we have an additional 380 functional machines in storage. With~~ the 20Company’s ~~currently~~independent ~~operational~~registered ~~machines,~~public weaccounting ~~have~~firm aon ~~production~~accounting ~~capacity~~or offinancial ~~approximately~~disclosure ~~1,000,000 honey~~matters ~~straws~~that ~~per~~would ~~month.~~require ~~Our~~disclosure ~~production~~under isItem ~~limited~~304 ~~by space as each machine requires floor space~~ of ~~approximately~~Regulation ~~50 square feet to produce~~S-K. ~~Each machine yields 2,000 honey straws per day and our production space of 1000 square feet has space for only 20 machines.~~

~~- 17~~10.10. Market Risk Disclosures (Item 305 of Regulation S-K)

~~Table~~ As a smaller reporting company, the Company is not required to provide quantitative market risk disclosures. The Company has provided qualitative disclosures regarding market risks, including foreign jurisdiction risk, reliance on related-party service providers, liquidity risk, and the absence of ~~Contents~~an established trading market for its common stock.

~~Quality Control/Regulations~~10.11. Directors and Executive Officers (Item 401 of Regulation S-K)

~~Our ‘Integrated~~The ~~Quality Management System~~Company’ ~~is derived from GMP, HACCP & ISO9001:2015 standards which are International Standards designed to ensure safe food supply chains worldwide and provide food safety management systems requirement(~~s) ~~for~~directors ~~any organization in the food chain/distribution space. These standards are intended to be compatible with current tools for food safety management,~~ and ~~entail safety~~executive ~~checks~~officers ~~on physical, chemical and microbiological hazards on incoming materials and outgoing finished goods.~~are:

~~Good Manufacturing~~· ~~Practice~~Jacksaa ~~(“GMP”)~~Tan is— ~~based~~Chairman ~~on Codex Alimentarius Commission CAC/RCP 1-1969, Rev 4. (2003); Recommended International Code~~ of ~~Practice for General Principle of Food Hygiene. It delineates~~ the ~~importance~~Board ~~of Good Hygiene Practices (GHPs)~~ and ~~the~~Chief ~~Hazard Analysis~~Executive ~~and~~Officer ~~Critical~~· ~~Control~~Hui ~~Point~~Eng ~~(HACCP)~~Ling ~~Systems.~~— ~~Good~~Director ~~hygiene practices seek to identify good food practices to eliminate food hazards~~ and ~~prevent~~Chief ~~the~~Financial exposure of unsafe foods to consumers. HACCP is a system to identify the type of hazards that can contaminate food and are a critical point of control to prevent the contamination of food from taking place. Such hazards can be physical, chemical and microbiological, and how they can be checked and prevented such as through sieving the food ingredients to remove the physical hazards and performing laboratory testing for chemical and microbiological hazards. ISO9001:2015 is a standard quality management system which documents our operating procedures from the control of information, sales and marketing procedures, product specifications, production methodologies and product recall plan, etc.Officer

~~Additionally, in~~These ~~Singapore,~~individuals ~~honey~~collectively ~~processing~~control ~~and~~a ~~packaging~~substantial ismajority ~~regulated~~of by the ~~Singapore~~Company’s ~~Food~~outstanding ~~Agency,~~common ~~whereby~~stock ~~the premises need to be certified fit for use as a food packaging facility~~ and avoting ~~quality management system must be readily available for inspection and audit under the HACCP system~~power.

~~Advantages~~10.12. ofExecutive ~~Packing~~Compensation ~~Honey into~~and ~~Straws~~Corporate Governance (Item 402 and Item 407)

~~Packing~~The ~~honey~~Company ~~into~~does ~~straws~~not ~~provides a~~maintain ~~light~~any equity incentive plans, stock option plans, or other equity-based compensation arrangements. Executive compensation consists primarily of cash compensation and ~~convenient~~related-party ~~conveyance~~arrangements ~~for~~disclosed ~~the~~elsewhere ~~honey~~in tothis beprospectus. ~~consumed~~The ~~anytime~~Company relies on its directors and ~~anywhere~~officers for governance and oversight and complies with applicable corporate governance requirements for a smaller reporting company.

~~Our~~33 ~~Future/Expansion~~Table ~~Plans~~ of Contents

·10.13. ~~Develop~~Security ~~new~~Ownership ~~distribution~~of ~~channels~~Certain toBeneficial ~~the~~Owners ~~target~~and ~~market~~Management in(Item ~~the~~403 EUof ~~countries.~~Regulation S-K)

·As ~~Increase~~of ~~our~~December ~~product~~31, ~~distribution~~2025, tothere anwere ~~additional 60~~2,~~000~~854,462,696 ~~schools~~shares ~~over~~of ~~the~~common ~~course~~stock outstanding. The Company’s executive officers and directors collectively beneficially own approximately 94.03% of the ~~next~~outstanding ~~two~~common stock prior to ~~five~~this ~~years~~offering ~~(Our~~and ~~estimated~~approximately ~~timeline~~90.85% ~~depends~~following inthe ~~large~~offering, ~~part~~assuming onall ~~the~~shares ~~amount~~offered ofby ~~funding~~the weCompany are ~~able~~sold. toDetailed ~~raise)~~beneficial ownership information is provided in the “Selling Stockholders” and related ownership tables included elsewhere in this prospectus.

·10.14. ~~Increase~~Transactions ~~our~~with ~~production~~Related ~~from~~Persons ~~approximately~~and ~~12,000,000~~Corporate ~~pieces~~Governance in(Item ~~2020~~404 toand ~~720,000,000~~Item ~~Honey Straw pieces per year over the next 5 years.~~407(a))

·The ToCompany ~~accommodate~~has ~~for~~entered ~~our~~into ~~planned~~related-party ~~increased~~transactions ~~production,~~with weSuperbee ~~have~~Network toSingapore ~~purchase~~Pte. Ltd., an ~~existing~~entity ~~factory~~under orcommon ~~construct~~control awith ~~new~~the ~~factory~~Company’s ofexecutive 80officers,~~000~~ ~~square~~for ~~feet~~operational, ~~for~~administrative, ~~production~~ and ~~materials~~manufacturing ~~storage~~support toservices ~~accommodate~~and ~~1,200~~intellectual ~~additional~~property ~~machines~~licensing ~~and production tables~~arrangements. ~~Our~~These ~~total~~transactions ~~projected~~are ~~cost~~disclosed ~~for~~in the ~~foregoing~~notes ~~is $7,248,000~~ to ~~$25,040,000~~the ~~which~~audited ~~includes:~~financial ~~(a)~~statements ~~$3,000,000~~and ~~for~~in ~~additional~~the ~~production~~“Related ~~machines;~~Party ~~(b)~~Transactions” ~~$840,000~~section ~~for tables; (c) fitting and fixture cost~~ of ~~$1,200,000;~~this ~~(d)~~prospectus. ~~$2,208,000~~Management ~~for~~believes asuch ~~year~~transactions ~~lease~~are ~~costs~~conducted oron ~~$20,000,000~~commercially ~~for~~reasonable ~~purchasing of a factory for 30 year leasehold~~terms.

· Alternatively, to accomplish increased production, instead of assuming the costs associated with a lease or purchase of a production facility, we may decentralize our production facility via a small holder production concept by directly sending our machines to the beekeepers in Vietnam and Ethiopia11. ~~While~~SELLING each machine will cost $2,500, a beekeeper with 100 hives can typically produce 600,000 Honey Straws annually. There are about 33,000 beekeepers in Vietnam and 25,000 beekeepers in Ethiopia that sell their honey for about $1/kg in bulk to local or export honey factories. As each kg of honey can fill about 125 straws, if we were to offer a buyback of their Honey Straws at $0.03/straw, the beekeepers will reap $3.75/kg for their honey. Balancing the cost of our expansion with this strategy, we will have a cost saving of $0.045/straw. As each beekeeper with 100 hives can produce at least 600,000 Honey Straws per year with one machine, our cost saving would be 600,000 x $0.045 = $27,000, far exceeding the cost of our machine. All of this can be accomplished through our agreement with the beekeepers for providing them with a free lease of our machine as long as they sell all their Honey filled into straws back to us. Under this plan, our cost of expanding the production will therefore be limited to building the additional 820 machines as we have 380 functional machines in our storage and the cost of training these beekeepers to use our machines.STOCKHOLDERS

·11.1. ~~Additionally,~~Purpose weof ~~can~~the ~~also~~Resale ~~consider replicating our current facility into countries with lower operating costs.~~Registration

·This Weprospectus ~~intend,~~also atrelates anto ~~unspecified~~the ~~point~~resale inof ~~the~~shares ~~future,~~of toour ~~begin~~common stock by the ~~process~~selling ofstockholders ~~hiring~~identified anelsewhere ~~independent~~in ~~Chief~~this ~~Executive~~prospectus. ~~Officer~~The ~~and~~shares ~~Chief~~being ~~Financial~~offered ~~Officer~~for ~~with~~resale ~~criteria~~by ~~that~~the ~~has~~selling ~~not,~~stockholders atwere acquired by them prior to this ~~point~~offering inand are being registered to permit public resale from time, ~~been~~to ~~determined~~time inby ~~its~~such ~~entirety~~selling stockholders.

The selling stockholders are offering their shares for their own account. Except for the shares of common stock offered by the Company in the primary offering described elsewhere in this prospectus, we are not selling any shares under this registration statement on behalf of the selling stockholders.

We will not receive any proceeds from the sale of shares by the selling stockholders. All proceeds from any sales of shares by the selling stockholders will be retained by the selling stockholders.

11.2. Selling Stockholders and Beneficial Ownership

This section provides information regarding the beneficial ownership of our common stock by the selling stockholders whose shares are registered for resale under this prospectus. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes shares over which a person has voting or investment power, as well as shares that a person has the right to acquire within 60 days through the exercise of options, warrants, or other rights.

Beneficial ownership is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, which provides that a person is deemed to be the beneficial owner of securities if the person has or shares voting power or investment power with respect to such securities. Shares subject to options, warrants, or other rights exercisable within 60 days are deemed to be outstanding for purposes of computing the beneficial ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the beneficial ownership of any other person.

Table of Contents

The beneficial ownership information set forth in this section and in the table appearing under “Selling Stockholders” is based on information furnished to us by the selling stockholders and is presented as of the most recent practicable date prior to the filing of this prospectus, assuming the sale of all shares offered for resale by the selling stockholders under this registration statement and no other changes in beneficial ownership. Except as otherwise indicated, each selling stockholder has sole voting and dispositive power over the shares beneficially owned by such selling stockholder.

11.3. Selling Stockholders Table

(As of December 31, 2025; Rule 13d-3 beneficial ownership standard)

Name of Selling Stockholder	Shares Owned Prior to Offering		Shares Being Offered for Resale		Shares Owned After Offering (Assuming All Sold)		% Owned Before Offering	% Owned After Offering	Relationship to the Company
Tan Bee Eng Evelyn¹		2,000,000		2,000,000		0	0.07%	0.00%	Immediate family member of CEO
Tan Yi May Ada²		2,000,000		2,000,000		0	0.07%	0.00%	Immediate family member of CEO
Tan Martin Javier³		2,000,000		2,000,000		0	0.07%	0.00%	Immediate family member of CEO
Peh Lee Hua⁴		200,000		200,000		0	0.01%	0.00%	Immediate family member of CFO
Ling Teck Hong⁵		200,000		200,000		0	0.01%	0.00%	Immediate family member of CFO
Ang Chia Cheng David		2,000		2,000		0	0.00%	0.00%	None
Budiman Bela		3,000		3,000		0	0.00%	0.00%	None
Chan Chee Siang		236		236		0	0.00%	0.00%	None
Chan Shaw Fong		3,036		3,036		0	0.00%	0.00%	None
Chea Petit		1,000		1,000		0	0.00%	0.00%	None
Chay Hoy Loong Paul		328		328		0	0.00%	0.00%	None
Chia Kathy		120		120		0	0.00%	0.00%	None
Chua Kia How		2,000		2,000		0	0.00%	0.00%	None
Chua Choon Yeng Albert		810		810		0	0.00%	0.00%	None
Deekitwong Umaporn		10,000		10,000		0	0.00%	0.00%	None

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Name of Selling Stockholder	Shares Owned Prior to Offering		Shares Being Offered for Resale		Shares Owned After Offering (Assuming All Sold)		% Owned Before Offering		% Owned After Offering	Relationship to the Company
Emilija Heleta Svrakic		2,000		2,000		0		0.00%	0.00%	None
Gan Hwee Shu		316		316		0		0.00%	0.00%	None
Giang Hoang Huong		536		536		0		0.00%	0.00%	None
Goh Chin Hong		132		132		0		0.00%	0.00%	None
Genevieve Lim Shao Ying		418		418		0		0.00%	0.00%	None
Goh Wee Leng		1,160		1,160		0		0.00%	0.00%	None
Heng Chor Huang		630		630		0		0.00%	0.00%	None
Hoo Chang Yaw Dennis		1,296		1,296		0		0.00%	0.00%	None
Julie Ng Bee Eng		3,700		3,700		0		0.00%	0.00%	None
Hoo Qun Yu Lienis Alexandra		4,524		4,524		0		0.00%	0.00%	None
Kagchelland Ricco		212		212		0		0.00%	0.00%	None
Khader Rafiq Mohamed		1,200		1,200		0		0.00%	0.00%	None
Lai Chiaw Chiaw Anne		248		248		0		0.00%	0.00%	None
Lee Chin Leong Jeffrey		576		576		0		0.00%	0.00%	None
Lim Chuan Chwee		192		192		0		0.00%	0.00%	None
Lim Eng Tze		266		266		0		0.00%	0.00%	None
Lim Meng Ling		385		385		0		0.00%	0.00%	None
Lim Qian Ru		250		250		0		0.00%	0.00%	None
Lim Suet Ni		536		536		0		0.00%	0.00%	None
Loo Lay Mui		300		300		0		0.00%	0.00%	None
Manjit Singh Paritam		302		302		0		0.00%	0.00%	None
Mir Fauzia Ahmad		434		434		0		0.00%	0.00%	None
Ng Choon Teck		75,000,000		75,000,000		0		2.63%	0.00%	None
Ng Kwang Huat		400		400		0		0.00%	0.00%	None
Ooi Jian Yuan		128		128		0		0.00%	0.00%	None

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Name of Selling Stockholder	Shares Owned Prior to Offering	Shares Being Offered for Resale	Shares Owned After Offering (Assuming All Sold)	% Owned Before Offering	% Owned After Offering	Relationship to the Company
Sadgumpung Jiraporn	290	290	0	0.00%	0.00%	None
Sarah Theresa Hamsha	702	702	0	0.00%	0.00%	None
Seck Wai Peng	240	240	0	0.00%	0.00%	None
Seow Gek Lian Patricia	228	228	0	0.00%	0.00%	None
Tam Ern Wei Mary	718	718	0	0.00%	0.00%	None
Tan Puay Leng	1,200	1,200	0	0.00%	0.00%	None
Tan Yik Kwang	223,000	223,000	0	0.01%	0.00%	None
Tan Shirley	500	500	0	0.00%	0.00%	None
Tay Rong Gui	500	500	0	0.00%	0.00%	None
Tay Wee Tat	574	574	0	0.00%	0.00%	None
Teo Siong Hwee	218	218	0	0.00%	0.00%	None
Tho Chee Seng	88,500,000	88,500,000	0	3.10%	0.00%	None
Tiong Chris	500	500	0	0.00%	0.00%	None
Wang Kaili	1,200	1,200	0	0.00%	0.00%	None
Yeo Meng Hoon Jenny	446	446	0	0.00%	0.00%	None
Yeo Soo Hui Doris	220	220	0	0.00%	0.00%	None
Yew Yeu Weng Kelvin	556	556	0	0.00%	0.00%	None
Yip Kum Woon Andrew	315	315	0	0.00%	0.00%	None
Yong Hua Theresa	596	596	0	0.00%	0.00%	None
Yow Kwai Leng	370	370	0	0.00%	0.00%	None
Zarina Bee Bte Abdul Majeed	452	452	0	0.00%	0.00%	None
Total	170,175,496	170,175,496	0	5.96%	0.00%	—

Notes:

	1.	Evelyn Bee Eng Tan is the spouse of the Company’s Chief Executive Officer, Jacksaa Tan.
	2.	Yi May Ada Tan is the daughter of the Company’s Chief Executive Officer, Jacksaa Tan.
	3.	Martin Javier Tan is the son of the Company’s Chief Executive Officer, Jacksaa Tan.
	4.	Hua Lee Peh is the mother of the Company’s Chief Financial Officer, Hui Eng Ling.
	5.	Hong Teck Ling is the father of the Company’s Chief Financial Officer, Hui Eng Ling.

Percentages are based on 2,854,462,696 shares of common stock outstanding prior to the offering.

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11.4. Relationships and Material Transactions

Certain of the selling stockholders are related to members of our management and therefore may be deemed affiliates of the Company. Specifically, certain selling stockholders are immediate family members of our Chief Executive Officer and Chief Financial Officer, as disclosed in the table under “Selling Stockholders.” Except for these familial relationships, none of the selling stockholders has held any position as an officer or director of the Company.

Other than the issuance of shares of common stock to the selling stockholders and the relationships described above, there have been no material transactions between the Company and any of the selling stockholders during the past three fiscal years, or any currently proposed transactions, that are required to be disclosed pursuant to Item 404 of Regulation S-K.

To the extent any selling stockholder is deemed to be an affiliate of the Company due to family relationships or beneficial ownership, such status arises solely from such relationship or ownership and not from participation in the management or control of the Company. No selling stockholder, individually or collectively, exercises control over the Company as a result of the shares offered for resale pursuant to this prospectus.

The disclosures in this section should be read together with the information contained under “Selling Stockholders,” “Security Ownership of Certain Beneficial Owners and Management,” and “Related Party Transactions” elsewhere in this prospectus.

11.5. Plan of Distribution for Resale Shares

The selling stockholders may sell the shares registered for resale under this prospectus from time to time through one or more of the following methods permitted by applicable law: (i) direct sales to purchasers, (ii) sales through brokers or dealers, (iii) sales through agents, or (iv) any other lawful method permitted under the Securities Act and applicable state securities laws.

In connection with any such sales, broker-dealers or agents may receive customary commissions, discounts, or concessions, which may be negotiated by the selling stockholders. Any broker-dealer participating in the resale of shares may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by such broker-dealers may be deemed underwriting commissions under the Securities Act.

The selling stockholders will sell their shares at a fixed price of $0.50 per share for the duration of the offering, unless otherwise permitted under applicable law. We will not receive any proceeds from the sale of shares by the selling stockholders.

The plan of distribution applicable to the resale shares offered by the selling stockholders is subject to the provisions described under “Plan of Distribution” elsewhere in this prospectus, which should be read in conjunction with this section.

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11.6. Lock-Up / Transfer Restrictions

The selling stockholders are not subject to any contractual lock-up agreements or other contractual restrictions that would limit their ability to resell the shares registered for resale under this prospectus, except as otherwise required by applicable securities laws.

The resale of the shares by the selling stockholders is subject to compliance with the registration requirements of the Securities Act and, to the extent applicable, the volume, manner-of-sale, and other conditions of Rule 144 under the Securities Act. To the extent that Rule 144 is relied upon for any resale transactions, the selling stockholders must satisfy the applicable holding period, current public information, and other requirements of Rule 144 at the time of sale.

Except as described above, there are no legal, contractual, or other restrictions that would materially limit the ability of the selling stockholders to dispose of the shares registered for resale pursuant to this prospectus.

11.7. Consistency and Controls (Internal Cross-Checks)

The information contained in this “Selling Stockholders” section has been prepared to be consistent with, and should be read together with, the disclosures appearing elsewhere in this prospectus, including the sections titled “Security Ownership of Certain Beneficial Owners and Management,” “Related Party Transactions,” “Plan of Distribution,” and “Description of Securities.”

The number of shares beneficially owned by the selling stockholders, the number of shares being offered for resale, and the assumptions regarding shares outstanding before and after this offering are consistent across these sections and are based on the same underlying capitalization and beneficial ownership information. Beneficial ownership determinations have been made in accordance with Rule 13d-3 under the Exchange Act and reflect the same ownership cut-off date used throughout this prospectus.

Any changes in the number of shares outstanding, the identity of selling stockholders, or the relationships between the Company and the selling stockholders would require corresponding updates to this section and the related disclosures elsewhere in this prospectus to maintain internal consistency.

12. BUSINESS

12.1. Overview of the Business

Legal Name and Corporate Background

Pharmaceutical Resource Technology, Inc. (the “Company”) is a Wyoming corporation. The Company conducts its primary business operations through activities located outside the United States, principally in Singapore. The Company was formed to engage in the manufacturing, distribution, and commercialization of consumer and industrial products, with operations spanning multiple regulated industries.

Principal Lines of Business

The Company’s current business activities are focused on the following principal areas:

	·	The manufacture, assembly, repackaging, and distribution of honey-based products, dietary health supplements, and related consumer health products;

	·	Pharmaceutical and health-related manufacturing and distribution activities conducted in compliance with applicable regulatory and quality standards; and

	·	Construction and general building services, including civil engineering, demolition, interior design, and related construction activities, undertaken pursuant to applicable licenses and certifications.

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These business lines are managed as part of an integrated operating strategy, although each is subject to distinct regulatory frameworks and operational requirements.

Geographic Footprint of Operations

The Company’s operational activities are primarily conducted in Singapore. While the Company is incorporated in the United States, substantially all manufacturing, licensing, regulatory compliance, and operational activities occur outside the United States. The Company may, from time to time, evaluate opportunities to expand its geographic reach; however, no assurance can be given that such expansion will occur.

High-Level Business Model

The Company’s business model is centered on developing and commercializing regulated products and services by leveraging licensed intellectual property, third-party manufacturing and operational support, and established regulatory approvals. The Company focuses on generating revenue through the sale of finished products and the provision of construction and related services, while maintaining flexibility to scale operations through a combination of internal resources and external service providers. The Company’s ability to execute its business model depends on continued regulatory compliance, the availability of qualified personnel and third-party support, and access to sufficient capital to fund ongoing operations and growth initiatives.

12.2. Products and Services

Honey Products and Dietary Supplements

The Company is engaged in the manufacture, assembly, repackaging, and distribution of honey-based products and dietary health supplements. These products are intended for consumer use and are produced in accordance with applicable food safety, quality control, and manufacturing standards. The Company’s activities in this segment include sourcing raw materials, manufacturing and packaging finished products, and distributing such products through commercial channels permitted under applicable regulations.

Pharmaceutical and Health-Related Manufacturing Activities

The Company also conducts pharmaceutical and health-related manufacturing activities, which include the manufacture, assembly, and repackaging of health supplement and related products. These activities are subject to regulatory oversight and require compliance with applicable good manufacturing practices, quality assurance standards, and licensing requirements. The Company’s operations in this segment are designed to support the commercialization of regulated health-related products in permitted markets.

Construction and General Building Services

In addition to its product-based businesses, the Company provides construction and general building services. These services include general building works, civil engineering works, demolition, interior design, and related construction activities. The Company performs such services pursuant to applicable licenses and certifications that permit it to undertake projects within defined scope and value thresholds. Construction activities are typically project-based and revenue is recognized based on the completion and delivery of contracted services.

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Revenue-Generating Activities by Segment

The Company generates revenue through a combination of product sales and service-based activities. Revenue from honey products, dietary supplements, and health-related manufacturing is derived primarily from the sale and distribution of finished products. Revenue from construction and general building services is derived from contracts for specific projects and services performed. The relative contribution of each segment to the Company’s overall revenue may vary from period to period based on market demand, project timing, regulatory conditions, and operational capacity.

12.3. Revenue Streams and Business Focus

Primary Sources of Revenue

The Company generates revenue from multiple business activities, primarily through (i) the manufacture, assembly, repackaging, and sale of honey products and dietary health supplements, (ii) health-related and pharmaceutical manufacturing activities, and (iii) construction and general building services. Revenue from product-based activities is derived from the sale of finished goods to customers in permitted markets, while revenue from construction and building services is derived from contracts for specific projects and services performed.

Relative Importance of Each Business Segment

Historically, the Company’s revenue has been derived from a combination of product sales and service-based activities. The relative contribution of each business segment to total revenue may vary from period to period depending on customer demand, regulatory conditions, production capacity, and the timing and scale of construction projects undertaken. Product-based activities, including honey products, dietary supplements, and health-related manufacturing, are generally intended to provide recurring revenue streams, while construction and general building services are project-based and may result in more variable revenue patterns.

Changes in Business Focus Over Time

The Company’s business focus has evolved over time as it has expanded its operational capabilities and responded to market opportunities. While the Company initially engaged in a narrower range of activities, it has broadened its scope to include regulated health-related manufacturing and construction services alongside its honey and dietary supplement products. The Company continues to evaluate its business mix and may adjust its focus among its operating segments in the future based on regulatory developments, market demand, capital availability, and strategic considerations.

12.4. Dependence on Third Parties and Related Parties

Dependence on Superbee Network Singapore Pte. Ltd.

The Company is operationally dependent on Superbee Network Singapore Pte. Ltd. (“Superbee”), a related party, for certain key functions supporting its business operations. Superbee provides services and support that are integral to the Company’s ability to conduct its manufacturing, product-related, and administrative activities. As a result, the Company’s operations would be adversely affected if its relationship with Superbee were disrupted, terminated, or materially modified.

Nature of Services Provided by Superbee

Superbee provides various operational and support services to the Company pursuant to contractual arrangements, which may include manufacturing-related support, administrative functions, and access to certain operational resources. In addition, the Company has entered into intellectual property-related licensing arrangements with Superbee, under which the Company is granted licensed rights to use certain intellectual property. These arrangements are structured as licenses of rights between related parties and do not involve the acquisition or transfer of ownership of underlying assets.

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Operational and Financial Dependence Risks

Because the Company relies on Superbee for critical services and operational support, its business is exposed to risks associated with this dependence. Any failure by Superbee to perform its obligations, whether due to financial difficulties, operational disruptions, regulatory issues, or strategic decisions, could materially and adversely affect the Company’s operations, financial condition, and results of operations. The Company may not be able to promptly replace Superbee with alternative third-party providers on comparable terms, or at all, which could result in increased costs, operational delays, or interruptions to business activities.

Common Control Considerations

The Company and Superbee are under common control, which creates inherent conflicts of interest and raises related-party considerations. Transactions and arrangements between the Company and Superbee may not have been negotiated on an arm’s-length basis, and the terms of such arrangements may differ from those that could have been obtained from unaffiliated third parties. While the Company believes that its arrangements with Superbee are appropriate for its current stage of development and operations, investors should be aware that the Company’s dependence on a related party under common control heightens the risk profile of the business and may limit the Company’s operational independence.

12.5. Intellectual Property and Licensing Arrangements

Industrial Design License Agreement

The Company does not own certain industrial designs used in its operations. Instead, it operates under an Industrial Design License Agreement pursuant to which it is granted licensed rights to use specified industrial designs in connection with its products and business activities. The licensed industrial designs are used in the manufacture, branding, and commercialization of certain products. The Company’s ability to continue using these industrial designs is subject to compliance with the terms and conditions of the applicable license agreement.

Patent License Agreement

The Company is also a party to a Patent License Agreement under which it has been granted licensed rights to use certain patented technology relevant to its business. The licensed patents support the Company’s product offerings and manufacturing activities. The Company does not own the underlying patents and does not have the right to transfer ownership of such patents. Its rights are limited to those expressly granted under the license agreement and are subject to termination or modification in accordance with the contractual terms.

License-of-Right (LOR) Framework

Certain intellectual property arrangements are structured under a License-of-Right (“LOR”) framework. An LOR is a declaration by a patent owner, typically recorded with the relevant patent office, indicating a willingness to license the invention to interested parties on agreed terms. The Company’s use of intellectual property under an LOR framework represents a licensing arrangement between willing parties and does not constitute an acquisition or transfer of intellectual property assets.

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Ownership Versus Licensing Distinction

The Company’s intellectual property strategy is based primarily on licensing rather than ownership. None of the Industrial Design License Agreement, Patent License Agreement, or LOR-based arrangements involve the acquisition of intellectual property assets by the Company. Accordingly, these arrangements do not represent transfers of assets or businesses under common control. The Company’s financial statements reflect these arrangements as licensing transactions, and not as asset acquisitions, consistent with applicable accounting principles.

The Company’s reliance on licensed intellectual property exposes it to risks, including the risk that such licenses may not be renewed on favorable terms, may be terminated, or may otherwise become unavailable. Any loss or limitation of access to licensed intellectual property could materially and adversely affect the Company’s business, financial condition, and results of operations.

12.6. Regulatory Environment and Compliance

Manufacturing Regulations

The Company’s manufacturing activities are subject to various laws and regulations governing production processes, quality control, workplace safety, and environmental protection. These requirements include compliance with applicable good manufacturing practices and standards designed to ensure that products are manufactured consistently, safely, and in accordance with specified quality requirements. Regulatory authorities have the power to conduct inspections and audits of manufacturing facilities and to impose sanctions, restrictions, or corrective measures in the event of non-compliance.

Construction Industry Regulations

The Company’s construction and general building services are subject to regulatory frameworks governing contractor licensing, project scope limitations, safety standards, and building codes. The Company holds licenses and registrations that permit it to undertake general building, civil engineering, demolition, and interior works, subject to applicable financial grade and project value limitations. Compliance with these regulations is required for the Company to bid for, perform, and complete construction projects, and any failure to maintain required licenses or meet regulatory standards could adversely affect its operations.

Food, Health Supplement, and Pharmaceutical Oversight

The Company’s food, honey, dietary supplement, and health-related product activities are subject to regulatory oversight relating to product safety, labeling, packaging, marketing, and distribution. This includes compliance with food safety management systems, health supplement regulations, and applicable pharmaceutical or health product standards. The Company maintains certifications and approvals intended to support compliance with these requirements; however, regulatory standards may change, and additional approvals or modifications to existing processes may be required in the future.

Import and Export Regulatory Requirements

The Company engages in import and export activities for raw materials, ingredients, packaging, and finished products. These activities are subject to customs laws, import licensing requirements, trade regulations, and border control procedures in the relevant jurisdictions. Delays, changes in regulatory requirements, or the loss of required import or export licenses could disrupt supply chains, increase costs, or limit the Company’s ability to conduct cross-border business.

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Compliance with the foregoing regulatory regimes is critical to the Company’s operations. Regulatory requirements are subject to change, and increased regulatory scrutiny, new laws, or changes in enforcement practices could result in additional compliance costs or operational constraints, which could materially and adversely affect the Company’s business, financial condition, and results of operations.

12.7. Licenses, Certifications, and Permits

The Company’s operations are subject to licensing, certification, and permitting requirements in the jurisdictions in which it conducts business. The Company has obtained and currently maintains the material licenses, certifications, and permits required for its existing operations, as described below. Management believes that these licenses and certifications are sufficient for the Company’s present scope of activities.

Construction Licenses

The Company holds the following construction-related licenses, which authorize it to undertake specified categories of building and civil engineering works:

	·	CW01 – Permits the Company to undertake general building works involving multiple building trades, including the construction of structures for residential, commercial, industrial, recreational, and utility purposes, as well as addition and alteration works involving structural changes and roof installations.
	·	CW02 – Permits the Company to undertake civil engineering works, including concrete, masonry, and steel works in infrastructure projects such as bridges, drainage systems, roads, marine structures, dredging, and reclamation works.
	·	CR03 – Permits the Company to undertake general demolition works, subject to applicable regulatory requirements.
	·	CR06 – Permits the Company to undertake interior design, planning, and building decoration works, including ceilings, partitions, fitments, plastering, and tiling.
	·	GB2 (Class 2 General Builder License) – Permits the Company to undertake and complete construction projects up to a specified project value threshold. Management believes the Company meets the requirements to qualify for a higher general builder classification, subject to regulatory approval.

Quality and Manufacturing Certifications

The Company has obtained the following certifications in support of its manufacturing, assembly, packaging, and distribution activities:

	·	ISO 9001:2015 Certification – Confirms that the Company has implemented standardized quality management systems and procedures applicable to the import, manufacture, assembly, packaging, repackaging, distribution, export, and sale of dietary health supplements and cosmetic products.
	·	Good Manufacturing Practice (GMP) Certification – Confirms compliance with good manufacturing practice standards for the manufacture, assembly, and repackaging of health supplement products and honey products.
	·	Food Safety Management System (FSMS) Certification – Confirms the adoption of a food safety management system applicable to the manufacture, assembly, and repackaging of health supplement and honey products.

Import and Trade Licenses

The Company holds a Singapore Food Agency (SFA) Import License for processed food ingredients and food receptacles, which permits the Company to import such items in accordance with applicable food safety and regulatory requirements.

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Trademark Registrations

The Company holds registered trademarks and device registrations that permit it to market and sell products under its proprietary branding. These registrations support the Company’s commercial use of its brand names and related intellectual property in the ordinary course of business.

The Company believes that it is in material compliance with the licensing, certification, and permitting requirements applicable to its current operations. However, the loss, suspension, non-renewal, or material modification of any required license, certification, or permit, or the failure to obtain additional approvals required for future expansion, could adversely affect the Company’s business, financial condition, and results of operations.

12.8. Employees and Human Capital

As of the date of this prospectus, the Company maintains a relatively limited number of direct employees and relies substantially on outsourced staffing and third-party service providers to support its operations. Management believes that this workforce structure is appropriate for the Company’s current stage of development and operating model.

Employees

WeThe ~~currently only~~Company’s ~~have~~direct ~~two~~ employees, ofprimarily ~~which~~perform ~~are~~executive, ~~our~~administrative, ~~officers and directors. We rely entirely on staffing provided by Superbee to manufacturer~~oversight, ~~package,~~ and ~~sell~~coordination ~~our honey straws we currently offer throughout Asia~~functions. ~~From~~These ~~time~~employees toare ~~time~~responsible wefor ~~also~~strategic ~~rely~~planning, onregulatory ~~Superbee~~compliance, toquality ~~collect~~control ~~payments on~~oversight, ~~our~~financial ~~behalf~~management, and tocoordination ~~prepay~~with orthird-party ~~cover~~service ~~any associated operating expenses we may incur~~providers. ~~Superbee~~The Company does not ~~any~~currently ~~longer~~maintain ~~manufacture or resell honey straws for their own benefit however, has~~ a ~~long~~large ~~history~~permanent ~~and~~workforce ~~experience~~dedicated ~~within~~to ~~the industry. Superbee has shared with us their contacts~~manufacturing, ~~distribution channels~~construction, ~~and~~or ~~honey~~operational ~~suppliers which we believe will continue to prove beneficial moving forward as we continue to offer honey straws throughout Asia~~execution. ~~Currently, we sell our products within 10 countries worldwide.~~

~~The~~Outsourced ~~40 employees~~Staffing ~~of Superbee Network Singapore Pte Ltd hold the following positions, and provide related services to the Company, as follows:~~Arrangements

·A ~~Business~~significant ~~Development~~portion ~~Manager~~of the Company’s operational activities, including manufacturing support, construction execution, logistics, and certain administrative functions, are carried out through third-party contractors and service providers. In particular, the Company relies on outsourced personnel and affiliated or third-party entities to provide skilled labor, technical expertise, and operational support required for its business activities.

·Reliance ~~Quality~~on ~~Control~~Third-Party ~~Manager~~Labor

·The ~~Quality~~Company’s ~~Assurance~~reliance ~~Manager~~on third-party labor and outsourced staffing arrangements reduces fixed labor costs and provides flexibility to scale operations based on project demand and business needs. However, this reliance also exposes the Company to risks, including potential labor shortages, increased costs, reduced control over personnel, and dependence on the continued availability and performance of third-party service providers. Any disruption in these arrangements could adversely affect the Company’s ability to execute projects, maintain quality standards, or comply with applicable regulatory requirements.

·The ~~Production~~Company ~~Manager~~has not experienced any material labor disputes to date and does not have any collective bargaining agreements in place. Management believes that its current human capital resources, together with its outsourced staffing model, are sufficient to support its existing operations, although additional personnel or third-party arrangements may be required as the business expands.

·12.9. 6Material ~~Administrative Support Staff~~Agreements

·The 30Company ~~production~~has ~~workers~~entered into certain material agreements that are important to its business operations. The following summary describes the principal categories of material agreements currently in effect. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable agreements, copies of which have been filed as exhibits to this registration statement where required by applicable SEC rules.

~~Target Markets~~ 45 Table of Contents

~~Our target~~License ~~markets for expansion consist of Distributors for our products located in EU countries.~~Agreements

The Company is party to intellectual property licensing arrangements that permit it to use certain industrial ~~design~~designs, oftrademarks, ~~the~~and ~~Honey~~patented ~~Straw~~technologies in connection with its business. These agreements include, ~~which~~among weothers, ~~license~~an ~~from~~Industrial ~~Superbee~~Design License Agreement and a Patent License Agreement, pursuant to which the Company is ~~intellectually~~granted ~~protected~~non-exclusive or exclusive rights, as applicable, to use specified intellectual property for manufacturing, marketing, and commercial purposes. The Company does not claim ownership of the underlying licensed intellectual property unless expressly stated in the EUapplicable ~~since~~agreement. ~~2nd~~Management ~~June 2008~~believes ~~and~~that ~~will~~these ~~remain~~licensing ~~effective~~arrangements are adequate for 25the ~~years~~Company’s current operations.

~~As noted~~Services ~~below, our target market is school children in kindergarten to pre-university from ages 4 to 18 within EU countries.~~Agreements

~~Marketing~~The Company relies on services agreements with third-party service providers and related parties for operational support, including manufacturing support, logistics, administrative functions, and other business services. These agreements generally provide for services to be rendered in exchange for fees determined on a contractual basis and may be terminable in accordance with their terms. The Company believes that the services provided under these agreements are consistent with market practices and necessary for the conduct of its business.

AtManagement ~~present we~~or ~~rely~~Operational ~~entirely on Superbee to perform all of our marketing initiatives. Our marketing to distributors consists of the following:~~Agreements

~~(1)~~The ~~Marketing Materials~~Company may be party to management, ~~such~~operational, asor ~~product~~support ~~brochures~~arrangements under which certain functions are performed by third parties or affiliated entities. These arrangements may include the provision of personnel, ~~posters~~facilities, technical expertise, or operational oversight. Such agreements are intended to provide flexibility and ~~stationary~~scalability to the Company’s operations and are subject to ongoing review by management.

~~(2)~~Summary ~~Sponsoring health talks in schools regarding the benefits~~ of ~~natural~~Material ~~foods, including honey.~~Terms

~~(3)~~The ~~Sponsoring excursion~~material ~~tours~~agreements ~~for~~described ~~schools~~above generally contain customary provisions regarding scope of services or licensed rights, payment terms, confidentiality, intellectual property protection, term, and termination. None of these agreements, individually or in the aggregate, are believed by management to ~~visit~~impose ~~bee~~obligations ~~farms~~that would materially restrict the Company’s ability to conduct its business as currently planned. However, the termination, non-renewal, or breach of any material agreement could adversely affect the Company’s operations, financial condition, or results of operations.

~~(4)~~Additional ~~Reduced~~details ~~wholesale~~regarding ~~price to~~related-party ~~distributors~~agreements ~~based~~and ontransactions, ~~higher~~where ~~sales~~applicable, ~~volume~~are disclosed elsewhere in this prospectus under “Related Party Transactions” and other relevant sections.

~~Competition~~12.10. Business Strategy and Growth Plans

WeThe ~~consider~~Company’s ~~our competitors~~business tostrategy beis ~~any~~focused ~~party~~on ~~that~~strengthening ~~manufacturers~~its ~~and~~existing oroperations ~~distributes~~while ~~honey~~pursuing ~~straws~~measured ~~through~~growth ~~channels~~opportunities ~~other~~aligned ~~than~~with ~~our~~its ~~own.~~current ~~Honey~~capabilities, ~~and~~regulatory ~~in particular honey straws~~framework, ~~are~~and anavailable ~~extremely~~capital ~~popular product, not only in Singapore, but globally~~resources. ~~Many~~Management ~~companies~~continuously ~~export~~evaluates ~~their~~market ~~products overseas which we believe provides a competitive atmosphere for the products we currently offer. We believe that our honey straws~~conditions, ~~however,~~ ~~which~~operational ~~contain approximately 7g of honey per straw which we sell at a wholesale price of $0.12 arriving at $0.017/g of honey~~capacity, isand afinancial ~~more~~performance ~~appealing~~when ~~offering~~assessing ~~than~~growth ~~that of our competitors who we believe to include less honey per gram within their own honey straws~~initiatives.

~~Supplier~~Expansion ~~Agreements~~Plans

WeThe ~~have~~Company ~~entered~~intends ~~into~~to ~~supplier agreements~~expand ~~with~~its ~~companies~~business inby increasing market penetration for its existing products and services and by selectively entering new markets where it believes demand exists and regulatory requirements can be met. Expansion efforts are expected to prioritize jurisdictions and customer segments where the ~~following~~Company ~~countries:~~already has operational experience, established licenses, or strategic relationships.

-46 ~~Honey~~Table ~~sources~~of ~~from Australia, Ethiopia, New Zealand and Vietnam.~~Contents

-Manufacturing ~~PE straws from China and Malaysia.~~Scale-Up

~~These~~As ~~agreements are~~part ~~reviewed~~of ~~once~~its agrowth ~~year~~strategy, atthe ~~which~~Company ~~point~~plans ~~the~~to ~~supplier’s~~scale ~~performance~~its inmanufacturing aand ~~host~~production activities to improve efficiency, increase output capacity, and support anticipated demand for its honey products, dietary supplements, and other health-related offerings. Manufacturing scale-up initiatives may include the acquisition of ~~categories~~additional isequipment, ~~evaluated~~optimization of production processes, and ~~assessed~~enhanced inquality ~~accordance with~~control ~~our~~systems, ~~Integrated~~subject ~~Quality~~to ~~Management~~the ~~System~~availability onof ~~Procurement~~capital and ~~Purchase~~continued compliance with applicable regulatory and certification requirements.

~~Material Agreements~~ Market Development Objectives

OnThe ~~January~~Company 3,seeks ~~2020,~~to wedevelop ~~entered~~its ~~into~~markets anthrough ~~“Industrial Design~~brand ~~License~~development, ~~Agreement”~~customer ~~with Superbee~~acquisition, ~~whereas Superbee licensed to us the legal rights to use their design~~ and ~~packaging~~expansion of ~~plastic~~ ~~honey~~distribution ~~straws~~channels. ~~that~~Market ~~are~~development ~~used~~objectives toinclude ~~house~~strengthening ~~honey~~relationships ~~for~~with ~~future~~existing ~~consumption~~customers, ~~directly~~identifying ~~from~~new ~~the~~distribution ~~packaging container. Pursuant to this agreement we paid a one time fee of $1~~partners,~~080,000~~ ~~to Superbee~~ and ~~agreed~~increasing toawareness ~~pay a yearly royalty to Superbee depending on our gross sales. The annual royalty to be paid to Superbee is based upon 20%~~ of ~~our gross sales, with regard to~~ the ~~amount~~Company’s ofproducts ~~our~~and ~~gross sales exceeding $6,000,000 per annum in United States dollars~~services. IfThese weefforts ~~generate~~may ~~$6,000,000~~involve ortargeted ~~less~~marketing ininitiatives ~~gross sales per annum there is no royalty fee due to Superbee for that annual period. The aforementioned industrial Design License Agreement covers the registered design~~ and ~~packaging~~participation ~~of honey~~ in ~~straw~~relevant ~~shape~~trade ~~that~~or ~~may~~industry ~~be offered within the EU~~platforms, ~~Hong Kong and Malaysia~~ where ~~the novelty representation/features of the design(s) for which novelty is claimed are the shape, configuration, pattern, ornamentation and/or the combination thereof~~appropriate.

~~Superbee~~The ~~Network~~timing ~~Singapore Pte Ltd is the patent holder in Singapore for the design~~ and ~~manufacturing~~extent ~~rights~~ of ~~our~~the ~~honey sealing machine that we use to package our honey into ‘honey straws~~Company’.s Ongrowth ~~May~~initiatives ~~25,~~will ~~2020,~~depend weon ~~entered into~~ a ~~Patent~~variety ~~License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design and manufacturing~~ of ~~the honey sealing machine so that we may create~~factors, ~~and~~including ~~resell such~~market ~~machines for our own benefit. In consideration of the Patent License Agreement we paid Superbee a one time fee of $25~~conditions,~~000,000.~~ ~~Pursuant to~~regulatory ~~the aforementioned agreement~~approvals, weoperational ~~are obligated to pay Superbee an annual royalty fee of 25% of our gross sales for any amount over $2~~performance,~~500,000,~~ ~~that~~and ~~we generated as~~ the ~~result~~availability of ~~the~~financial ~~revenue from the sale(s) of such machines~~resources. ~~Machines~~There wecan ~~may~~be ~~create~~no ~~for~~assurance ~~our~~that ~~own~~the ~~use, from~~Company ~~this~~will ~~licensing~~successfully ~~agreement,~~implement ~~are~~its ~~not~~business ~~subject~~strategy toor ~~any~~achieve ~~royalty~~its ~~provisions~~growth ~~and are not factored into our gross revenues in any capacity as it relates to this agreement, unless of course they are subsequently resold~~objectives.

~~- 18~~12.11. Risk Factors Related to the Business (Cross-Reference)

~~Table~~ Investing in our common stock involves significant risks. Our business, operations, industry, regulatory environment, dependence on third parties and related parties, and growth strategy are subject to numerous risks and uncertainties that could materially and adversely affect our business, financial condition, results of ~~Contents~~operations, and prospects.

~~USE OF~~A ~~PROCEEDS~~discussion of these risks is set forth in detail under the heading “Risk Factors” of this prospectus. The Risk Factors section should be read carefully and in its entirety together with the other information contained in this prospectus before making an investment decision.

~~Our offering~~This isBusiness ~~being~~section ~~made~~is onqualified ~~a self-underwritten basis: no minimum number of shares must be sold~~ in ~~order~~its ~~for~~entirety ~~the~~by ~~offering to proceed. The offering price per share is $0.50. The following table sets forth~~ the ~~uses~~disclosures ofcontained ~~proceeds~~in ~~assuming~~ the ~~sale~~Risk ofFactors ~~100%~~section, ~~75%,~~which ~~50%~~is ~~and~~incorporated ~~25%~~herein ~~of the securities offered for sale~~ by ~~the Company~~reference. ~~There is no assurance that we will raise the full $25,000,000 as anticipated.~~

	If 25% of Shares Sold	If 50% of Shares Sold	If 75% of Shares Sold	If 100% of Shares Sold
Net Proceeds	$6,250,000	$12,500,000	$18,750,000	$25,000,000
Purchase / lease of new production factory	3,000,000	6,000,000	9,000,000	12,000,000
Retrofitting of new factory	500,000	1,000,000	1,500,000	2,000,000
Payment for additional staff	550,000	1,100,000	1,650,000	2,200,000
Acquisition / building of new machineries	625,000	1,250,000	1,875,000	2,500,000
Payment of operating expenses/ workig capital	1,000,000	2,000,000	3,000,000	4,000,000
Payment for certification(s)/ permit(s) etc.	62,500	125,000	187,500	250,000
Associated employee training costs	150,000	300,000	450,000	600,000
Inventories	362,500	725,000	1,087,500	1,450,000

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

~~The above figures represent only estimated costs for the next 24 months~~13. ~~Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests~~1. Overview

~~The~~This ~~Company~~Management’s ~~estimates~~Discussion ~~the~~and ~~costs~~Analysis of ~~this~~Financial ~~offering~~Condition atand ~~about~~Results ~~$62,000.~~of ~~All~~Operations ~~expenses~~(“MD&A”) ~~incurred~~is inintended ~~this~~to ~~offering~~provide ~~are~~investors ~~being~~with ~~paid~~a ~~for~~narrative byexplanation of the Company.’s ~~The~~financial ~~Company~~condition, ~~will~~changes ~~utilize~~in ~~offering~~financial ~~proceeds~~condition, ~~from~~and ~~this~~results ~~offering~~of tooperations. ~~pay~~The ~~for~~MD&A ~~any~~focuses ~~offering~~on ~~expenses~~material ~~however~~trends, uncertainties, and events that affect the Company’s ~~may~~financial ~~also elect~~performance toand ~~use~~liquidity, ~~available~~and ~~existing~~is ~~cash~~designed onto ~~hand~~enhance toan ~~pay~~understanding ~~for~~of ~~any~~the ~~offering~~Company’s ~~expenses~~financial statements and related disclosures.

~~DETERMINATION OF~~The ~~OFFERING~~discussion ~~PRICE~~and analysis presented below reflects management’s perspective on the Company’s historical financial results, liquidity, and capital resources, as well as the factors that have materially affected, and may continue to materially affect, the Company’s financial condition and operating results. This MD&A is based on the Company’s audited financial statements and related notes included elsewhere in this prospectus.

~~Since our~~47 ~~shares~~Table ~~are not listed or quoted on any exchange or quotation system, the offering price~~ of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed or quoted on a public exchange, we will be filing to obtain a listing on the OTC Markets Pink Tier concurrently with the filing of this prospectus. In order to be quoted on the OTC, a market maker must file an application on our behalf in order to make a market for our common stock.Contents

~~There is~~This noMD&A ~~assurance~~should ~~that~~be ~~our~~read ~~common~~in ~~stock~~conjunction ~~will~~with ~~trade~~the atCompany’s ~~market~~financial ~~prices~~statements inand ~~excess of~~ the ~~initial~~accompanying ~~public~~notes ~~offering~~thereto, ~~price~~ as ~~prices~~well ~~for~~ as the ~~common~~sections ~~stock~~titled in“Risk ~~any~~Factors,” ~~public~~“Use ~~market~~of ~~which~~Proceeds,” ~~may~~and ~~develop~~“Business,” ~~will~~included beelsewhere ~~determined~~ in ~~the~~this ~~marketplace~~prospectus. ~~and~~The ~~may~~following bediscussion ~~influenced~~contains byforward-looking ~~many~~statements ~~factors, including~~that ~~the~~involve ~~depth~~risks and ~~liquidity~~uncertainties, ofand ~~the~~actual ~~market~~results ~~for~~may ~~the~~differ ~~common~~materially ~~stock,~~from ~~investor~~those ~~perception~~expressed ofor usimplied ~~and~~by ~~general~~such ~~economic~~forward-looking ~~and market conditions~~statements.

~~- 19~~13.2. -Results of Operations

~~Table~~ Comparison of ~~Contents~~Results for the Fiscal Years Ended December 31, 2025 and 2024

~~DILUTION~~The following discussion compares our results of operations for the fiscal years ended December 31, 2025 and December 31, 2024. This discussion should be read in conjunction with our audited financial statements and the related notes included elsewhere in this prospectus.

~~The price of the current offering is fixed at $0.50 per share.~~Revenue

~~Dilution~~Total ~~represents~~revenue ~~the~~for ~~difference between~~ the ~~offering price~~fiscal ~~and~~year ~~the~~ended ~~net~~December ~~tangible~~31, ~~book~~2025 ~~value~~was ~~per~~$10,822,348, ~~share~~compared ~~immediately~~to ~~after~~$10,071,935 ~~completion~~for ~~of this offering. Net tangible book value is~~ the ~~amount that~~fiscal ~~results~~year ~~from~~ended ~~subtracting~~December ~~total~~31, ~~liabilities and intangible assets from total assets~~2024. ~~Dilution~~The ~~arises~~increase ~~mainly as a result~~ of ~~our~~$750,413, ~~arbitrary determination~~or ofapproximately ~~the offering price of the shares being offered~~7.5%, ~~Dilution~~was ofprimarily ~~the~~attributable ~~value~~to ofincreased ~~the~~transaction ~~shares~~volume ~~you~~and ~~purchase is~~expanded ~~also~~customer aactivity ~~result~~during of the ~~lower~~2025 ~~book~~fiscal ~~value of the shares held by our existing stockholders~~year. ~~The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.~~

~~The following~~Cost ~~table illustrates the dilution to the purchasers~~ of ~~the~~Revenues ~~common~~and ~~stock~~Gross ~~in this offering.~~Profit

~~Note:~~Cost ~~“Net increase~~of torevenues ~~original~~for ~~shareholder”~~the ~~below~~fiscal isyear ~~based~~ended ~~upon~~December a31, ~~par~~2025 ~~value~~was of$4,770,238, compared to $04,258,055 for the fiscal year ended December 31, 2024.~~01.~~ ~~Values~~The ~~below~~increase ~~are~~of ~~rounded~~$512,183 was primarily attributable to ~~the~~higher ~~nearest~~direct ~~thousandths place~~costs associated with increased service volume.

		(25% of the shares are sold in the offering)		(50% of the shares are sold in the offering)		(75% of the shares are sold in the offering)		(100% of shares are sold in the offering)
Offering Price Per Share	$	0.50	$	0.50	$	0.50	$	0.50
Book Value Per Share Before the Offering	$	0.010	$	0.010	$	0.010	$	0.010
Book Value Per Share After the Offering	$	0.012	$	0.014	$	0.016	$	0.019
Net Decrease to Original Shareholder (based on par value)	$	0.000	$	0.000	$	0.000	$	0.000
Decrease in Investment to New Shareholders	$	0.488	$	0.486	$	0.484	$	0.481
Dilution to New Shareholders (%)		97.60%		97.20%		96.80%		96.2%

As a result, gross profit was $6,052,110 for the fiscal year ended December 31, 2025, compared to $5,813,880 for the fiscal year ended December 31, 2024.

~~Net Value~~Operating ~~Calculation~~ Expenses

~~If 100%~~Total ofoperating and administrative expenses for the ~~shares~~fiscal inyear ended December 31, 2025 were $5,787,290, compared to $4,063,367 for the ~~offering~~fiscal ~~are~~year ~~sold~~ended December 31, 2024. The increase of $1,723,923 was primarily attributable to higher professional fees, consulting costs, and increased administrative expenses associated with business expansion and regulatory compliance.

Numerator:
Net tangible book value before the offering	$	25,983,321
Net proceeds from this offering		25,000,000
	$	50,983,321
Denominator:
Shares of common stock outstanding prior to this offering		2,690,910,200
Shares of common stock to be sold in this offering (100%)		50,000,000
		2,740,910,200

Net Income

~~Net Value~~As ~~Calculation~~ a result of the factors described above, the Company recorded net income of $264,820 for the fiscal year ended December 31, 2025, compared to net income of $1,750,513 for the fiscal year ended December 31, 2024. The decrease in net income was primarily attributable to increased operating and administrative expenses, which more than offset the increase in revenue and gross profit during the 2025 fiscal year.

~~If 75%~~13.3. ofLiquidity ~~the~~and ~~shares~~Capital ~~in the offering are sold~~ Resources

Numerator:
Net tangible book value before the offering	$	25,983,321
Net proceeds from this offering		18,750,000
	$	44,733,321
Denominator:
Shares of common stock outstanding prior to this offering		2,690,910,200
Shares of common stock to be sold in this offering (75%)		37,500,000
		2,728,410,200

Liquidity

~~Net Value~~Liquidity ~~Calculation~~refers to the Company’s ability to generate sufficient cash to meet its short-term and long-term obligations as they become due. The Company’s primary sources of liquidity have historically consisted of cash on hand and cash generated from operations.

~~If 50%~~As of December 31, 2025, the ~~shares~~date of the Company’s most recent audited balance sheet included in this prospectus, the ~~offering~~Company ~~are~~had ~~sold~~ cash and cash equivalents of $2,855,160. As of that date, the Company had current assets of $4,442,202 and current liabilities of $152,519, resulting in working capital of $4,289,683.

Numerator:
Net tangible book value before the offering	$	25,983,321
Net proceeds from this offering		12,500,000
	$	34,483,321
Denominator:
Shares of common stock outstanding prior to this offering		2,690,910,200
Shares of common stock to be sold in this offering (50%)		25,000,000
		2,715,910,200

Table of Contents

~~Net Value~~The ~~Calculation~~ Company’s ability to meet its short-term obligations is dependent primarily on its operating performance and the timing of cash receipts and payments. Management evaluates its liquidity position and working capital requirements based on anticipated operating needs and contractual obligations.

~~If 25%~~As of December 31, 2025, the ~~shares~~Company indid not have any interest-bearing long-term debt. However, the ~~offering~~Company ~~are~~had ~~sold~~non-current lease liabilities of $531,484, which represent long-term contractual obligations related to operating leases.

Numerator:
Net tangible book value before the offering	$	25,983,321
Net proceeds from this offering		6,250,000
	$	32,233,321
Denominator:
Shares of common stock outstanding prior to this offering		2,690,910,200
Shares of common stock to be sold in this offering (25%)		12,500,000
		2,703,410,200

Management believes that existing cash balances and cash generated from operations will be sufficient to meet the Company’s working capital and operating requirements for at least the next twelve months. However, there can be no assurance that the Company will be able to maintain positive operating cash flows in future periods, and the Company may seek additional financing if operating cash flows are insufficient to fund its operations.

~~- 20~~13.4. -Cash Flows

~~Table~~ The following discussion summarizes the Company’s cash flows for the fiscal years ended December 31, 2025 and December 31, 2024 and should be read in conjunction with the Company’s audited statements of ~~Contents~~cash flows included elsewhere in this prospectus.

~~The shares~~Cash ~~being~~Flows ~~offered~~from ~~for~~Operating ~~resale by the selling stockholders consist of 6,623,000 shares of our common stock.~~Activities

~~The following~~Net ~~table~~cash ~~sets~~provided ~~forth~~by ~~the~~operating ~~name~~activities ofwas ~~the selling stockholders~~$2,855,377 for the ~~number~~fiscal ofyear ~~shares~~ended ofDecember ~~common~~31, ~~stock~~2025, ~~beneficially~~compared ~~owned~~to by$4,962,643 ~~each~~for of the ~~selling~~ ~~stockholders~~fiscal asyear ofended ~~September~~December 2131, ~~2021~~2024. ~~and~~Cash ~~the~~flows ~~number~~from ofoperating ~~shares~~activities ofwere ~~common~~primarily ~~stock~~affected ~~being offered~~ by ~~the~~net ~~selling~~income, ~~stockholders.~~non-cash ~~The~~items ~~shares being~~including ~~offered~~depreciation ~~hereby~~and ~~are being registered to permit public secondary trading~~amortization, and ~~the~~changes ~~selling~~in ~~stockholders~~working ~~may~~capital ~~offer~~components ~~all~~such oras ~~part~~accounts ofreceivable, ~~the shares~~accrued ~~for resale from time to time. However~~expenses, ~~the~~and ~~selling~~lease ~~stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus~~liabilities. ~~All information with respect to share ownership has been furnished by the selling stockholders.~~

~~SELLING SHAREHOLDERS~~The decrease in net cash provided by operating activities in 2025 compared to 2024 was primarily attributable to changes in working capital and higher operating and administrative expenses during the 2025 fiscal year.

Name of Selling Stockholder (Last Name Followed by First Name)	Shares Beneficially Owned Prior to Offering	Shares to be Offered	Amount Beneficially Owned After Offering %
Tan Bee Eng Evelyn 1	2,000,000	2,000,000	0
Tan Yi May Ada 2	2,000,000	2,000,000	0
Tan Martin Javier 3	2,000,000	2,000,000	0
Peh Lee Hua 4	200,000	200,000	0
Ling Teck Hong 5	200,000	200,000	0
Ang Chia Cheng David	10,000	10,000	0
Ann Melissa	5,000	5,000	0
Budiman Bela	5,000	5,000	0
Chan Shaw Fong	5,000	5,000	0
Chea Petit	5,000	5,000	0
Chua Kia How	10,000	10,000	0
Dinh Quyet Tam	2,000	2,000	0
Emilija Heleta Svrakic	10,000	10,000	0
Foo Say Yong	20,000	20,000	0
Gan Hwee Shu	2,000	2,000	0
Genevieve Lim	2,000	2,000	0
Goh Wee Leng	20,000	20,000	0
Heng Chor Huang	5,000	5,000	0
Hoo Chang Yaw Dennis	10,000	10,000	0
Julie Ng Bee Eng	10,000	10,000	0
Lam Pheow Yong	5,000	5,000	0
Lee Chee Kiong	2,000	2,000	0
Long Hean Kuang	5,000	5,000	0
Loo Lay Mui	5,000	5,000	0
Melissa Rozario	5,000	5,000	0
Ng Choon Teck	20,000	20,000	0
Ooi Jian Yuan	2,000	2,000	0
Tan Shirley	5,000	5,000	0
Tan Yen Sheng	2,000	2,000	0
Tho Soh Koon	20,000	20,000	0
Umaporn Deekitwong	20,000	20,000	0
Wang Kaili	5,000	5,000	0
Yew Yeu Weng Kelvin	2,000	2,000	0
Yaw Keh Bin	2,000	2,000	0
Zarina Bee Bte Abdul Majeed	2,000	2,000	0
Total	6,623,000	6,623,000	0%

Cash Flows from Investing Activities

~~1 Evelyn Bee~~Net ~~Eng~~cash ~~Tan~~used isin investing activities was $654 for the ~~wife~~fiscal year ended December 31, 2025. There were no cash flows from investing activities for the fiscal year ended December 31, 2024. Investing activities during 2025 consisted primarily of ~~our~~additions ~~Chief~~to ~~Executive~~property, ~~Officer~~plant, ~~Jacksaa~~and ~~Tan~~equipment.

~~2 Yi May~~Cash ~~Ada~~Flows ~~Tan~~from isFinancing ~~the daughter of our Chief Executive Officer, Jacksaa Tan.~~Activities

3 Net ~~Martin~~cash ~~Javier~~used ~~Tan~~in isfinancing activities was $4,000,000 for the ~~son~~fiscal year ended December 31, 2025, compared to $3,500,000 for the fiscal year ended December 31, 2024. Financing activities during both periods consisted primarily of ~~our~~repayments ~~Chief~~of ~~Executive~~amounts ~~Officer~~owed to directors and related parties, ~~Jacksaa~~partially ~~Tan~~offset by proceeds from the issuance of common stock.

~~4 Hua~~13.5. ~~Lee~~Capital ~~Peh is the mother of our Chief Financial Officer, Hui Eng Ling.~~Resources

~~5 Hong~~Historically, ~~Teck~~the ~~Ling~~Company ishas ~~the~~financed ~~father~~its operations and capital needs through a combination of ~~our~~internally ~~Chief~~generated ~~Financial~~cash ~~Officer~~flows, ~~Hui~~equity ~~Eng~~issuances, ~~Ling~~and, where applicable, funding or support from related parties and third-party sources. The Company may continue to rely on such sources of capital until it is able to generate sufficient cash flows from operations to fund its activities independently.

~~- 21~~The -Company’s liquidity and capital resources are expected to be materially affected by the completion of this offering. Net proceeds from the offering, if any, are expected to enhance the Company’s liquidity position and provide additional capital to support operations, planned expansion, and general corporate purposes, as described in the section entitled “Use of Proceeds.”

49 Table of Contents

~~PLAN OF~~There ~~DISTRIBUTION~~can be no assurance, however, that the proceeds of this offering, together with existing cash and cash flows from operations, will be sufficient to fund the Company’s operations and capital requirements for the next twelve months. If additional capital is required, the Company may seek to raise such capital through equity or debt financing or other arrangements, which may not be available on acceptable terms or at all.

~~The Company has 2,690,910,200 shares of common stock issued and outstanding as of the date of this prospectus~~13.6. ~~The~~Known ~~Company also has 309~~Trends,~~089,800~~ ~~shares of common stock that are unissued. Pursuant to this offering the Company is registering for resale 6~~Demands,~~623,000~~ ~~shares of our common stock held by existing shareholders at a fixed price of $0.50 per share for the duration of the offering. The Company is also registering an additional 50~~Commitments,~~000,000~~ ~~shares~~and ~~of its common stock for sale at the fixed price of $0.50 per share for the duration of the offering.~~Uncertainties

~~There~~Management is norequired ~~arrangement~~to evaluate and disclose known trends, demands, commitments, events, and uncertainties that are reasonably likely to ~~address~~have ~~the~~a ~~possible~~ material effect ofon the ~~offering~~Company’s onfinancial ~~the~~condition, ~~price~~results of ~~the~~operations, ~~stock~~or liquidity. The following discussion reflects management’s assessment based on information currently available.

InKnown ~~connection~~Trends ~~with~~Affecting ~~the~~Revenues ~~Company’s~~and selling efforts in the offering, our Chief Executive Officer Jacksaa Tan, will not register as broker-dealers pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Costs

~~Generally~~The ~~speaking,~~Company’s ~~Rule~~revenues ~~3a4-1~~and ~~provides~~operating ~~an exemption~~costs ~~from~~are ~~the~~influenced ~~broker-dealer~~by ~~registration~~demand ~~requirements of the Exchange Act~~ for ~~persons~~its ~~associated~~honey ~~with~~products, andietary ~~issuer~~supplements, ~~that participate~~pharmaceutical inmanufacturing ~~an offering of the issuer’s securities. Mr. Tan is not subject to any statutory disqualification~~services, asand ~~that~~construction-related ~~term is defined in Section 3(a)(39) of the Exchange Act~~activities. ~~Mr.~~Known ~~Tan~~trends ~~will~~include ~~not~~fluctuations ~~be compensated~~ in ~~connection~~raw ~~with~~material ~~his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Our Chief Executive Officer~~costs, ~~Jacksaa~~manufacturing ~~Tan,~~input ~~is not~~prices, ~~nor~~logistics ~~has~~and ~~been~~transportation ~~within the past 12 months~~expenses, ~~a brokers or dealer,~~ and ~~has~~labor-related ~~not~~costs, ~~nor~~which ~~has been~~may ~~within~~affect ~~the~~gross ~~past 12 months, an associated person of a broker or dealer~~margins. AtIn ~~the end of the offering~~addition, ~~Mr.~~changes ~~Tan will continue to primarily perform substantial duties for the Company or on its behalf otherwise than~~ in ~~connection~~customer ~~with~~demand, ~~transactions~~product ~~in securities. Our Chief Executive Officer~~mix, ~~Jacksaa~~and ~~Tan~~pricing ~~will~~pressures ~~not~~within ~~participate~~competitive inmarkets ~~selling~~may animpact ~~offering~~revenue ofgrowth ~~securities~~and ~~for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii)~~profitability.

~~The~~Dependence ~~Company will receive all proceeds from the sale of the 50,000,000 shares being offered~~ on ~~behalf~~Superbee ofNetwork ~~the~~Singapore ~~Company itself~~Pte. ~~The proceeds from the 6,623,000 shares held by selling shareholders, if sold, will not go to the Company, but will go to the shareholders directly~~Ltd. The price per share is fixed at $0.50 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have our shares of common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company and selling shareholders must be made at the fixed price of $0.50 for the duration of this offering. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.50 per share.

InThe ~~order~~Company has historically relied, and may continue to ~~comply~~rely, ~~with~~on ~~the~~Superbee ~~applicable~~Network ~~securities laws~~Singapore ofPte. ~~certain~~Ltd., ~~states~~a related party under common control, ~~the~~for ~~securities~~certain ~~will~~operational, bemanufacturing, ~~offered~~administrative, or ~~sold~~support infunctions. ~~those~~This ~~states~~dependence ~~only~~represents ifa ~~they~~known ~~have~~uncertainty, ~~been~~as ~~registered~~any material change in the availability, terms, or ~~qualified~~continuity ~~for sale;~~of anservices ~~exemption~~provided ~~from~~by ~~such~~Superbee ~~registration~~could oradversely ifaffect ~~qualification~~the ~~requirement~~Company’s isoperations, ~~available~~cost structure, and ~~with~~ability ~~which~~to ~~the~~scale ~~Company~~its ~~has~~business. ~~complied~~Management monitors this relationship and assesses its potential impact on operational continuity and financial performance.

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

The Company ~~will~~operates ~~pay~~in ~~all~~regulated ~~expenses~~industries, ~~incidental~~including tofood ~~the registration~~products, ofhealth ~~the~~supplements, ~~shares~~pharmaceutical-related ~~(including~~manufacturing, ~~registration~~and ~~pursuant~~construction. toRegulatory ~~the~~developments ~~securities~~affecting ~~laws~~licensing ofrequirements, ~~certain~~quality ~~states)~~standards, ~~which~~manufacturing wepractices, ~~expect~~import toand beexport ~~approximately~~controls, ~~$62~~ or construction industry regulations could result in increased compliance costs,~~000~~ operational adjustments, or delays. Management is not currently aware of any specific regulatory changes that are reasonably likely to have a material adverse effect; however, future regulatory actions remain an inherent uncertainty.

Market ~~The~~and ~~Company~~Operational ~~intends to use proceeds from this offering to pay for offering expenses however, the Company may elect to use available cash reserves to pay for any offering expenses.~~ Uncertainties

~~Procedures~~The ~~for~~Company ~~Subscribing~~is ~~(Shares~~subject ~~offered by~~to usmarket uncertainties, ~~“The~~including competitive dynamics, customer concentration, supply chain disruptions, and macroeconomic conditions that may affect demand, input costs, or access to capital. Operational uncertainties include the Company”)’s ability to efficiently manage growth, integrate expanded manufacturing capacity, and maintain quality and regulatory compliance as operations scale.

IfManagement’s ~~you~~Assessment ~~decide~~of ~~to subscribe for any shares in this offering that are offered by us, “The Company”, you must~~Materiality

-Based ~~Execute~~on management’s current evaluation, the trends and ~~deliver~~uncertainties described above are not individually expected to have a ~~subscription agreement;~~material adverse effect on the Company’s financial condition or results of operations in the near term. However, the combined effect of adverse changes in these factors, or the occurrence of events beyond management’s control, could materially impact the Company’s future operating results, liquidity, and capital resources. Management will continue to monitor these trends and uncertainties and will update disclosures as required in future filings.

-50 ~~Deliver~~Table aof ~~check or certified funds to us for acceptance or rejection.~~Contents

~~All checks for subscriptions must be either made payable to (i) “Jaison Phyotchem, Inc~~13.~~”, or (ii) an escrow agent as agreed to be used by the Company~~7. ~~Wire~~Off-Balance ~~transfer~~Sheet and telegraphic transfer are also accepted. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.Arrangements

~~Right~~The toCompany ~~Reject~~does ~~Subscriptions~~not ~~(Shares~~have ~~offered by~~any usoff-balance sheet arrangements, ~~“The~~as ~~Company”~~defined under Item 303(b) of Regulation S-K, including any relationships with unconsolidated entities or financial partnerships, that have or are reasonably likely to have a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources.

WeAccordingly, ~~have~~ the ~~right~~Company tohas ~~accept or reject subscriptions in whole or in part, for any reason or for~~ no ~~reason.~~off-balance ~~All~~sheet ~~monies~~arrangements ~~from~~that ~~rejected~~require ~~subscriptions~~disclosure ~~will~~in bethis ~~returned~~Management’s ~~immediately~~Discussion byand ~~us to~~Analysis ~~the~~of ~~subscriber,~~Financial ~~without~~Condition ~~interest~~and orResults ~~deductions.~~of ~~Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them~~Operations.

In13.8. ~~Regards~~Contractual toObligations ~~Shares~~and ~~sold by the Selling Shareholders~~Commitments

The ~~selling~~Company ~~shareholders~~enters ~~are~~into ~~deemed~~contractual toobligations ~~be underwriters~~in the ordinary course of ~~this~~business ~~offering~~that require future payments and may affect its liquidity and capital resources. ~~Any~~These ~~selling~~obligations ~~shareholder~~primarily ~~named~~consist ~~herein~~of isoperating ~~responsible~~arrangements, ~~prior~~licensing toagreements, ~~reselling~~service ~~any~~agreements, ~~shares~~and ~~registered~~other ~~herein that~~contractual ~~they~~commitments ~~may~~necessary ~~own,~~to support the Company’s ~~prospectus~~ongoing operations.

AAs ~~final~~of ~~summary~~the ~~prospectus,~~most orrecent ~~statutory prospectus,~~balance ~~must~~sheet ~~and will be delivered~~date, atthe noCompany’s ~~cost,~~material bycontractual ~~any~~obligations ~~selling~~include ~~shareholder~~commitments ~~named~~under ~~herein~~license toagreements ~~any~~and ~~potential~~service ~~purchaser~~or ofoperational ~~shares no~~arrangements, ~~later~~including ~~than~~agreements ~~upon~~with ~~receiving~~related ~~payment~~parties, ~~from~~where ~~the purchasing party for such shares~~applicable. ~~The~~Such ~~prospectus~~obligations ~~must~~generally ~~and~~require ~~will~~periodic bepayments ~~provided~~over tothe ~~any beneficial~~term ~~owner to whom a prospectus is delivered, and a copy~~ of ~~any or all of~~ the ~~reports~~applicable oragreement ~~documents~~and ~~that~~are ~~have~~expected ~~been~~to ~~incorporated by~~be ~~reference~~satisfied inthrough ~~the~~existing ~~prospectus~~cash orresources, ~~contained~~cash ingenerated ~~the~~from ~~registration~~operations, ~~statement~~and, ~~but~~if ~~not delivered within the prospectus itself~~completed, ~~must and~~proceeds ~~will~~from bethis ~~included~~offering.

IfThe ~~you~~timing ~~decide~~of topayments ~~subscribe~~under ~~for~~these ~~any~~contractual ~~shares~~obligations invaries ~~this offering~~based ~~that~~on ~~are offered by~~ the ~~selling~~terms ~~shareholders~~of ~~the~~each ~~selling~~agreement ~~shareholder(s)~~and ~~will~~may ~~inform~~include ~~you~~monthly, ~~“the purchaser”~~quarterly, ofor ~~their preferred~~other ~~method~~periodic of payment ~~and~~schedules. ~~the~~Management ~~procedures~~monitors ~~they~~these ~~have~~obligations ~~for~~as ~~subscribing.~~part ~~Procedures~~of ~~may~~its ~~vary~~liquidity ~~from~~planning ~~shareholder~~and tobelieves ~~shareholder. It should be noted~~ that wethe ~~will~~Company’s incurrent noand ~~way~~expected besources ~~affiliated with any private transactions in which our selling shareholders sell shares~~ of ~~their~~liquidity ~~own common~~are ~~stock.~~adequate ~~Selling shareholders may or may not decide~~ to ~~reject~~meet ~~subscriptions.~~its ~~This~~contractual iscommitments atas ~~their~~they ~~own~~come ~~discretion~~due. ~~Selling Shareholders will be responsible for following any applicable laws or regulations in regards to the sale(s) of their own shares of common stock.~~

~~- 22~~Certain contractual obligations involve related parties and are entered into on terms intended to reflect the operational needs of the Company. These related-party commitments are described in greater detail in the sections entitled “Related Party Transactions” and “Business,” and are reflected in the accompanying financial statements and related notes, as applicable.

~~Table~~ Management does not believe that the Company’s contractual obligations and commitments, individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company’s financial condition, results of ~~Contents~~operations, or liquidity beyond those discussed elsewhere in this prospectus.

~~DESCRIPTION OF~~13.9. ~~SECURITIES~~Critical Accounting Policies and Estimates

~~We have~~The ~~authorized~~preparation ~~capital~~of ~~stock~~the ~~consisting~~Company’s offinancial ~~3,000,000,000~~statements ~~shares~~in ofconformity ~~common~~with ~~stock, $0~~U.01S. ~~par~~generally ~~value~~accepted ~~per~~accounting ~~share~~principles (“~~Common~~U.S. ~~Stock~~GAAP”)~~. As~~ ofrequires management to make judgments, estimates, and assumptions that affect the ~~date~~reported amounts of ~~this~~assets ~~filing~~and weliabilities, ~~have~~revenues 2and expenses,~~690~~ and the related disclosures. Management considers an accounting policy or estimate to be critical if it requires significant judgment,~~910~~ is inherently uncertain,~~200~~ ~~shares~~and ofcould ~~common~~result ~~stock~~in ~~issued~~materially different results if different assumptions were used. The Company’s most critical accounting policies and ~~outstanding~~estimates are discussed below.

~~Common Stock~~Revenue Recognition

~~The holders~~Revenue ofrecognition ~~outstanding~~requires ~~shares~~management ofto ~~Common~~exercise ~~Stock~~judgment ~~are~~in ~~entitled~~determining tothe ~~receive~~timing ~~dividends~~and ~~out~~amount of ~~assets~~revenue orrecognized, ~~funds~~including ~~legally~~the ~~available~~identification ~~for~~of ~~the~~performance ~~payment of~~obligations, ~~dividends~~determination of ~~such~~transaction ~~times~~price, and inassessment ~~such~~of ~~amounts~~when ascontrol ~~the~~of ~~board~~products ~~from~~or ~~time~~services transfers to ~~time~~customers. These judgments may ~~determine.~~involve ~~Holders~~estimates ofrelated ~~Common~~to ~~Stock~~customer ~~are~~acceptance, ~~entitled~~delivery ~~to one~~terms, ~~vote~~pricing ~~for~~arrangements, ~~each~~and ~~share~~the ~~held~~collectability onof ~~all~~consideration. ~~matters~~Changes ~~submitted~~in toassumptions aregarding ~~vote~~these factors could materially affect the timing or amount of ~~shareholders~~revenue recognized.

~~There is~~51 noTable ~~cumulative voting~~ of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.Contents

~~Preferred Stock~~Related-Party Transactions

~~At this~~The ~~time~~Company engages in transactions with related parties in the ordinary course of business. Accounting for related-party transactions requires judgment in identifying related-party relationships, weevaluating ~~have~~whether notransactions ~~preferred~~are ~~stock~~conducted ~~authorized~~at arm’s length, and determining appropriate presentation and disclosure in the financial statements. Management assesses these transactions based on their substance and terms, and changes in facts or circumstances could affect the accounting treatment or disclosure of such arrangements.

~~Options~~ License and ~~Warrants~~Intellectual Property Accounting

~~None~~The Company enters into license arrangements related to intellectual property, including industrial design and patent licenses. Management must apply judgment in determining whether such arrangements represent licenses of rights rather than asset acquisitions, the appropriate classification of payments (e.g., operating expense versus capitalized cost), and the period over which any costs should be recognized. These determinations require evaluation of contractual terms, the nature of the rights obtained, and applicable accounting guidance, and different conclusions could result in materially different financial statement outcomes.

~~Convertible Notes~~ Estimates and Assumptions

~~None~~The Company’s financial statements include estimates related to, among other items, the valuation of assets and liabilities, impairment assessments, useful lives of long-lived assets, and accruals for expenses and contingencies. These estimates are based on management’s best judgment using information available at the time the financial statements are prepared. Actual results could differ from these estimates, and such differences could be material to the Company’s financial condition and results of operations.

~~Dividend Policy~~Management reviews its critical accounting policies and estimates on an ongoing basis and adjusts them as appropriate based on changes in circumstances, new information, or changes in accounting standards.

~~We have not paid any cash dividends to shareholders~~13.10. ~~The~~Impact ~~declaration~~ of ~~any~~Inflation ~~future cash dividends is at the discretion of our board of directors~~ and ~~depends~~Changing upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.Prices

~~Transfer Agent~~Inflation and changes in prices have not had a material impact on the Company’s financial condition or results of operations during the periods presented. To date, the Company has not experienced material increases in costs that have significantly affected its operating margins or liquidity.

~~Our~~The ~~transfer~~Company ~~agent~~monitors isinflationary ~~Transhare~~trends ~~Corporation,~~and ~~which is~~pricing ~~located~~conditions atas ~~Bayside~~part ~~Center~~of 1its ongoing business planning, ~~17755~~including USpotential ~~Highway~~impacts 19on Nraw materials, ~~Suite 140~~labor, ~~Clearwater~~logistics, FLand ~~33764~~other operating inputs. ~~TransShare~~While isfuture inflationary pressures or changes in market pricing could affect the Company’s cost structure or operating results, management does not believe that inflation or changing prices have had, or are reasonably likely to have, a ~~registered~~material ~~transfer~~adverse ~~agent~~effect ~~with~~ on the ~~Securities~~Company’s ~~and~~business, ~~Exchange~~financial ~~Commission~~condition, or results of operations at this time.

~~Sales~~13.11. ~~Pursuant~~Impact toof ~~Rule~~Inflation ~~144~~and Changing Prices

~~Any~~Inflation ~~shares~~and ofchanges ~~common~~in ~~stock~~prices ~~covered~~have bynot ~~this prospectus,~~had ~~which~~a ~~may~~material ~~qualify~~impact ~~for~~on ~~sale~~the ~~pursuant~~Company’s tofinancial ~~Rule~~condition, ~~144~~results ~~under~~of operations, or liquidity during the ~~Securities~~periods ~~Act,~~presented. ~~may~~The beCompany ~~sold~~has ~~under~~not ~~Rule~~experienced ~~144~~material ~~rather~~increases ~~than~~in ~~pursuant to~~operating ~~this~~costs ~~prospectus~~that have significantly affected its margins or cash flows.

~~Rule~~Management ~~144~~monitors inflationary trends and pricing conditions as part of its ongoing operational and financial planning, including potential impacts on raw materials, labor, logistics, and other operating inputs. While future inflationary pressures or changes in market pricing could affect the Company’s cost structure or operating results, management does not believe that inflation or changing prices have had, or are reasonably likely to have, a material adverse effect on the Company’s business, financial condition, or results of operations at this time.

In52 ~~general,~~Table under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for 90 days, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for a least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.Contents

In13.12. ~~general,~~Emerging ~~under~~Growth ~~Rule~~Company ~~144~~and asSmaller ~~currently~~Reporting inCompany effect, once we have been subject to public company reporting requirements for 90 days, our affiliates or persons selling shares on behalf of our affiliates who own shares that were acquired from us or an affiliate of ours at least six months prior to the proposed sale are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:Status

·The 1%Company ofqualifies as an “emerging growth company” (“EGC”) as defined in the ~~number~~Jumpstart ofOur ~~shares~~Business ofStartups ~~common~~Act ~~stock~~of ~~then~~2012 ~~outstanding,~~(the ~~which~~“JOBS ~~will~~Act”) ~~equal~~and ~~26,909,102~~also ~~shares~~qualifies as a “smaller reporting company” under applicable SEC rules. As a result of these classifications, the ~~date~~Company is permitted to take advantage of ~~this~~certain ~~Prospectus:~~reduced ordisclosure and reporting requirements that are applicable to emerging growth companies and smaller reporting companies.

·These reduced disclosure requirements include, among other things, the ~~average~~ability ~~weekly~~to ~~trading~~provide ~~volume~~reduced executive compensation disclosures, exemption from the auditor attestation requirements of Section 404(b) of the ~~common~~Sarbanes-Oxley ~~stock~~Act, ~~during~~and the ~~four~~ability ~~calendar~~to ~~weeks~~provide ~~preceding~~fewer years of audited financial statements and related Management’s Discussion and Analysis disclosures. The Company may also be permitted to delay the ~~filing~~adoption of acertain ~~notice~~new onor ~~Form~~revised ~~144~~accounting ~~with~~standards ~~respect~~until such standards are otherwise applicable to ~~such~~private ~~sale~~companies.

~~Sales~~The Company has elected to take advantage of the extended transition period provided under ~~Rule~~the ~~144~~JOBS byAct ~~our~~for ~~affiliates~~complying with new or ~~persons selling~~revised ~~shares~~accounting onstandards ~~behalf~~applicable ofto ~~our~~emerging ~~affiliates~~growth ~~are~~companies. ~~also~~As ~~subject~~a toresult, ~~certain~~the ~~manner~~Company’s financial statements may not be comparable to those of ~~sale~~companies ~~provisions~~that ~~and~~are ~~notice~~not ~~requirements~~emerging ~~and~~growth companies or that have elected to ~~the~~opt ~~availability~~ out of ~~current~~the ~~public~~extended ~~information~~transition ~~about us~~period.

~~Penny Stock~~The ~~Regulation~~Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (iii) the date on which it has issued more than $1.0 billion in non-convertible debt during the previous three-year period, or (iv) the date on which it is deemed to be a large accelerated filer under the Exchange Act. The Company will remain a smaller reporting company until it no longer meets the applicable size and public float thresholds under SEC rules.

~~The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5~~13.~~00 per share or an exercise price of less than $5~~13.00 ~~per share. Such securities are subject to rules that impose additional sales practice requirements on broker~~Forward-~~dealers~~Looking 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 the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.Statements

This registration statement contains forward- 23looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations, plans, objectives, strategies, future operations, financial performance, liquidity, capital resources, market opportunities, and growth prospects. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “could,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

~~Table of~~These ~~Contents~~forward-looking statements are based on management’s current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially include, among others, the risks and uncertainties described in the section entitled “Risk Factors,” as well as risks related to the Company’s business, operating history, dependence on third parties and related parties, regulatory environment, liquidity and capital resources, and market conditions.

~~INTERESTS OF~~The ~~NAMED~~forward-looking ~~EXPERTS~~statements ~~AND~~contained ~~COUNSEL~~in this registration statement are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.

~~The~~53 ~~validity~~Table of ~~the shares of common stock offered hereby will be passed upon for us by Carl P. Ranno Esq.~~Contents

The ~~financial~~Company ~~statements~~intends ~~included~~that inall ~~this~~forward-looking ~~prospectus and~~statements ~~the~~be ~~registration~~subject ~~statement have been audited by Onestop Assurance PAC,~~ to the ~~extent~~safe ~~and~~harbor ~~for~~protections ~~the~~provided ~~periods~~by ~~set~~Section ~~forth~~27A inof ~~their report appearing elsewhere herein and in~~ the ~~registration~~Securities ~~statement,~~Act and ~~are~~Section ~~included~~21E inof ~~reliance~~the ~~upon~~Exchange ~~such~~Act, ~~report~~to ~~given upon~~ the ~~authority of~~extent ~~said~~such ~~firm~~safe asharbor ~~experts~~provisions inare ~~auditing and accounting~~available.

~~REPORTS TO~~14. ~~SECURITIES~~MANAGEMENT, ~~HOLDERS~~EXECUTIVE COMPENSATION, AND SECURITY OWNERSHIP

We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act14. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1~~-800-SEC-0330~~. ~~The~~Directors ~~SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy~~ and ~~information~~Executive ~~statements, and other information regarding issuers that file electronically with the SEC.~~Officers

~~DESCRIPTION OF~~The ~~FACILITIES~~following table sets forth information regarding the Company’s directors and executive officers as of the date of this prospectus.

Our business is located within a high-rise flatted factory at 1 Kaki Bukit Ave 3, #09-11, KB-1, Singapore 416087. It is owned by Superbee Network Singapore Pte Ltd, which leases us the space pursuant to a 3-year tenancy agreement at a monthly cost of $3,000 per month with the first year rent free. Our tenancy agreement with Superbee Network Singapore Pte Ltd began on January 1, 2020. The property in which we operate is pictured above.

Name	Age	Position(s) Held
Jacksaa Tan	64	Chairman of the Board and Chief Executive Officer
Hui Eng Ling	51	Director and Chief Financial Officer

The ~~property~~Company iscurrently ~~comprised of~~has 2two directors,~~400~~ ~~square~~both ~~feet~~of ~~divided~~whom ~~into~~also ~~700~~serve ~~square~~as ~~feet~~executive officers. Directors are elected to serve until the next annual meeting of ~~executive~~stockholders and ~~administrative~~until ~~offices,~~their 1successors are duly elected and qualified,~~000~~ ~~square~~or ~~feet~~until ofearlier ~~production~~resignation ~~space~~or removal. Executive officers are appointed by, and ~~700~~ ~~square~~serve ~~feet~~at the discretion of, ~~storage~~the ~~space~~Board of Directors.

~~- 24~~Business -Experience

~~Table~~ Jacksaa Tan has served as the Company’s Chairman of ~~Contents~~the Board and Chief Executive Officer since inception. Mr. Tan is responsible for the Company’s overall strategic direction, business development, and operational oversight.

~~LEGAL PROCEEDINGS~~Hui Eng Ling has served as a Director and the Company’s Chief Financial Officer since inception. Ms. Ling is responsible for overseeing the Company’s financial management, accounting, financial reporting, and compliance functions.

~~From time~~The toBoard ~~time,~~of weDirectors ~~may~~believes ~~become party to litigation or other legal proceedings~~ that ~~we consider to be a part of~~ the ~~ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business~~experience, ~~prospects~~qualifications, ~~financial~~and ~~condition~~leadership orcapabilities ~~results~~ of ~~operations.~~each Wedirector ~~may~~qualify ~~become~~them ~~involved~~to inserve ~~material legal proceedings~~ in ~~the~~their ~~future~~respective roles.

~~PATENTS AND~~Directorships ~~TRADEMARKS~~in Other Public Companies

OnNone ~~January~~of ~~3, 2020 we entered into an “Industrial Design License Agreement” with Superbee, whereas Superbee licensed to us~~ the ~~legal~~Company’s ~~rights~~directors toor ~~use~~executive ~~their~~officers ~~design~~currently ~~and packaging of plastic honey straws~~holds, ~~that~~or ~~are~~has ~~used~~held toduring ~~house honey for future consumption directly from~~ the ~~packaging~~past ~~container.~~five ~~Pursuant to this agreement we paid a one time fee of $1~~years,~~080,000~~ ~~to Superbee and agreed to pay~~ a ~~yearly~~directorship royalty to Superbee depending on our gross sales. The annual royalty to be paid to Superbee is based upon 20% of our gross sales, with regard to the amount of our gross sales exceeding $6,000,000 per annum in ~~United~~any ~~States~~other ~~dollars.~~public ~~If we generate $6,000,000 or less in gross sales per annum there is no royalty fee due to Superbee for that annual period~~company. The aforementioned industrial Design License Agreement covers the registered design and packaging of honey in straw shape that may be offered within the EU, Hong Kong and Malaysia where the novelty representation/features of the design(s) for which novelty is claimed are the shape, configuration, pattern, ornamentation and/or the combination thereof.

~~Superbee~~Family Network Singapore Pte Ltd is the patent holder in Singapore for the design and manufacturing rights of our honey sealing machine that we use to package our honey into ‘honey straws’. On May 25, 2020, we entered into a Patent License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design and manufacturing of the honey sealing machine so that we may create, and resell such machines for our own benefit. In consideration of the Patent License Agreement we paid Superbee a one time fee of $25,000,000. Pursuant to the aforementioned agreement, we are obligated to pay Superbee an annual royalty fee of 25% of our gross sales for any amount over $2,500,000, that we generated as the result of the revenue from the sale(s) of such machines. Machines we may create for our own use, from this licensing agreement, are not subject to any royalty provisions and are not factored into our gross revenues in any capacity as it relates to this agreement, unless of course they are subsequently resold.Relationships

~~DIRECTORS AND~~There ~~EXECUTIVE~~are ~~OFFICERS~~no ~~AND~~family ~~CORPORATE~~relationships, ~~GOVERNANCE~~as defined in Item 401(d) of Regulation S-K, among the Company’s directors or executive officers.

~~Biographical information~~54 ~~regarding~~Table ~~the officers and directors~~ of ~~the Company, who will continue to serve as officers and Directors of the Company are provided below:~~Contents

~~Officer Biographies~~Legal Proceedings

NAME	AGE	POSITION
Jacksaa Tan	60	Chairman, President, Chief Executive Officer and Director
Hui Eng Ling	46	Secretary, Treasurer, Chief Financial Officer and Director

During the past ten years, none of the Company’s directors or executive officers has been involved in any legal proceedings of the type required to be disclosed pursuant to Item 401(f) of Regulation S-K.

~~Jacksaa~~14.2. ~~Tan–~~Board ~~Chief~~of ~~Executive~~Directors ~~Officer~~ and ~~Director~~Corporate Governance

~~Since our inception on June 17, 2019, Jacksaa Tan has served as our Chief Executive Officer, Co-Founder, and Chairman of our~~ Board of Directors. From February 02, 2000 to present, he has served as an Executive Director of Superbee Network Singapore Pte Ltd. In 2009, he established Pharmaceutical OEM Australia Pty Ltd in Sydney, Australia, a private corporation which was sold in 2010. In 2011, he founded, and to the present date remains with, Get Effective Products in Singapore, which is structured as a contract manufacturer for pharmaceutical products. At Get Effective Products he designed the factory, and handled GMP, HACCP and ISO9001 compliance. Composition

InThe ~~1987~~Company’s ~~he graduated~~Board ~~with~~of aDirectors ~~Bachelor~~currently consists of ~~Science~~two inmembers, ~~Electronic~~Jacksaa Tan and ~~Computer~~Hui ~~Engineering~~Eng ~~from~~Ling, ~~Central~~both ~~State~~of ~~University~~whom ~~located~~also inserve ~~Ohio,~~as ~~USA~~executive officers of the Company. ~~Subsequently,~~ heThe ~~worked~~Company ~~for~~does ~~Motorola,~~not ~~SingTel~~have ~~and~~a ~~Thales~~classified inboard. ~~engineering~~Directors ~~and~~are ~~management~~elected ~~positions~~annually ~~from~~and ~~1983 to~~serve ~~2000,~~until ~~during~~the ~~which~~next ~~time~~annual hemeeting ~~implemented~~of stockholders and ~~managed~~until ~~several~~their ~~projects~~successors ~~relating~~are toduly ~~oil~~elected ~~refineries~~ and ~~airports~~qualified, or until earlier resignation or removal.

InDirector 1999 he obtained a Master of Business Administration, with a specialization in Project Management, at University of Southern Queensland in Australia. He is also a certified Project Management Professional with the Project Management Institute since 1999 and has more than 35 years of experience in startup projects and businesses, including aviation systems, tourism to infrastructure. Independence

~~He participated~~The inCompany ~~the~~does UNnot ~~mission~~have toany ~~eradicate~~directors ~~the~~who ~~poppy~~qualify ~~plantation~~as ~~in the Golden Triangle in 2001~~“independent.” HeEach ~~launched~~of ~~a smallholder beekeeping project in Laos PDR to convert~~ the ~~poppy~~Company’s ~~plantation~~directors ~~into~~also ~~flowering~~serves ~~plants~~as ~~for~~an ~~foraging~~executive ~~bees.~~officer ~~He bought hundreds of Langstroth beehives from the Beekeeping Association of Vietnam~~ and, ~~gave them free to the workers~~therefore, ~~who~~does ~~lost~~not ~~their~~meet ~~jobs in~~ the ~~poppy~~ ~~plantation,~~independence ~~and~~standards ~~offer~~applicable to ~~buy~~directors ~~back~~of ~~their~~companies ~~honey~~listed ~~harvested~~on ~~from~~national ~~their~~securities ~~hives~~exchanges. ~~The~~As ~~Government of Laos PDR eventually saw his passion to alleviate the poverty of the rural population and engage Superbee Network Singapore Pte Ltd,~~ a ~~company that he founded in Singapore~~result, ~~to develop 500 smallholder beekeeping business in~~ the ~~Houaphanh~~Company ~~province,~~does ~~Lao~~not ~~PDR.~~currently ~~All~~satisfy ofany ~~the~~exchange-related ~~aforementioned~~director ~~activities within~~independence ~~this paragraph occurred between 2001 to 2004~~requirements.

Hui Eng Ling– Chief Financial Officer and Director

Hui Eng Ling has served as our Co-Founder, Chief Financial Officer, and Director since our inception on June 17 2019. Prior to June 17, 2019, Hui Eng Ling was, and still is, an Executive Director of Superbee Network Singapore Pte Ltd, a company operating and formed in Singapore on February 2, 2000, and which is also our licensor. She was also a Director of Pharmaceutical OEM Australia Pty Ltd based in Sydney, Australia from 2009 until 2010, at which time such entity was sold.

She graduated with a Bachelor of Electrical and Electronic Engineering from Salford University, UK in 1998. Subsequently, Hui Eng began her career as a Metrologist with Thomson-CSF, now known as Thales, in Singapore until her departure in February of 2000. Her job at Thomson-CSF entailed precision and accuracy with the measurement and calibration of measuring equipment developing the use of measuring equipment and their uncertainties of measure as a standard procedure to be used in the laboratory. In 2005, she received a Master of Business Administration from Southern Cross University located in New South Wales, Australia. She was later admitted into the Singapore Laboratory Accreditation Council as an approved signatory for Measurement and Metrology.

Beginning in 2005, she applied her skills to measuring honey and pharmaceutical products, researching the measurement of oral products for safe and timely consumption and cross contamination during processes from farm to fork or hive to jar, during which time contamination can occur from Physical, Chemical and Microbiological hazards. She then developed policies and procedures to be supplemented into the Quality Management System of Get Effective Products Industry when it was formed in 2011 in Singapore. These policies and procedures entail focus on the identification and removal of such hazards. Hui Eng has developed and implemented an integrated quality management system for our operations, standardizing every activity from the import, manufacture, assembly, packaging, reassembly, distribution and sale of the Honey Straw Products. In between each step, she also delineated procedures to identify hazards.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

- 25 -

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Committees of the Board

~~Our~~ The Company ~~currently~~ does not ~~have~~maintain ~~nominating~~standing audit, compensation, or ~~audit~~nominating committees. orThe ~~committees~~full ~~performing~~Board ~~similar~~of Directors performs the functions ~~nor~~that ~~does~~would ~~our Company~~otherwise ~~have~~be adelegated ~~written~~to ~~nominating~~such committees, ~~compensation~~including oroversight ~~audit~~of ~~committee~~financial ~~charter.~~reporting, ~~Our~~executive ~~Directors~~compensation ~~believe~~matters, ~~that~~and itdirector isnominations. ~~not~~Given ~~necessary~~the toCompany’s ~~have such committees~~size, atstage ~~this~~of ~~time~~development, ~~because~~and board composition, the ~~Directors~~Company ~~can~~believes ~~adequately~~that ~~perform~~this ~~the~~governance ~~functions~~structure ofis ~~such~~appropriate ~~committees~~and efficient at this time.

~~Audit Committee~~Board ~~Financial~~Leadership ~~Expert~~Structure

~~Our Board~~The roles of ~~Directors~~Chairman ~~has~~of ~~determined~~the ~~that~~Board weand doChief ~~not~~Executive ~~have~~Officer aare ~~board~~combined. ~~member~~Jacksaa ~~that~~Tan ~~qualifies~~serves as anChairman ~~“audit~~of ~~committee~~the ~~financial~~Board ~~expert” as~~and ~~defined~~Chief inExecutive ~~Item~~Officer. ~~407(D)(5)~~The ofCompany ~~Regulation~~has ~~S-K,~~not ~~nor~~adopted doa weformal ~~have~~policy aregarding ~~Board~~the ~~member~~separation ~~that~~of ~~qualifies~~these asroles. ~~“independent”~~The asBoard ~~the~~of ~~term is~~Directors ~~used~~believes inthat ~~Item~~this ~~7(d)(3)(iv)(B)~~leadership ofstructure ~~Schedule~~is ~~14A~~appropriate ~~under~~at the ~~Securities~~Company’s ~~Exchange~~current ~~Act~~stage of ~~1934~~development, as ~~amended,~~it ~~and~~provides asunified ~~defined~~leadership byand ~~Rule~~clear ~~4200(a)(14) of the FINRA Rules~~accountability.

~~We believe~~Risk that our Directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Directors of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.Oversight

~~Involvement in~~The ~~Certain~~Board ~~Legal~~of ~~Proceedings~~Directors is responsible for overseeing the Company’s risk management processes. In this role, the Board monitors and evaluates risks relating to the Company’s business, financial condition, regulatory compliance, related-party relationships, and operational activities. Risk oversight is conducted through regular reviews of operational and financial information and discussions with management. The Company has not established a separate risk committee, and risk oversight is integrated into the Board’s overall governance responsibilities.

~~Our Directors~~14.3. ~~and our~~ Executive ~~Officers have not been involved in any of the following events during the past ten years:~~Compensation

1.Overview ~~bankruptcy petition filed by or against any business~~ of ~~which~~Compensation such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Philosophy

~~Independence~~ The Company’s executive compensation philosophy is designed to align the interests of ~~Directors~~management with those of stockholders, while taking into account the Company’s size, stage of development, financial resources, and operational needs. The primary objectives of the Company’s compensation practices are to attract, retain, and motivate qualified executive leadership, promote long-term value creation, and manage cash resources prudently.

~~We are~~55 ~~not~~Table ~~required to have independent members on our Board~~ of ~~Directors, and do not anticipate having independent Directors until such time as we are required to do so.~~Contents

~~Code~~ The Company is an emerging growth company and a smaller reporting company and has elected to comply with the scaled executive compensation disclosure requirements permitted under Item 402 of ~~Ethics~~Regulation S-K.

~~We have~~Summary ~~not~~Compensation adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.Disclosure

~~Shareholder Proposals~~During the periods presented, the Company’s executive compensation arrangements have been limited in scope and primarily reflect base salary arrangements. In light of the limited nature of these arrangements, the Company has provided narrative disclosure in lieu of tabular disclosure, as permitted for smaller reporting companies under Item 402 of Regulation S-K.

~~Our~~ The Company ~~does~~has not ~~have~~adopted ~~any~~a ~~defined~~formal ~~policy~~compensation orcommittee, ~~procedural~~and ~~requirements~~executive ~~for~~compensation ~~shareholders~~decisions toare ~~submit~~determined ~~recommendations~~by orthe ~~nominations for Directors. The~~ Board of Directors, ~~believes~~with ~~that,~~consideration given ~~the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop~~ to athe ~~more advanced level. Our~~ Company’s ~~does~~financial ~~not~~condition, ~~currently~~operating ~~have~~results, ~~any~~individual ~~specific~~responsibilities, ~~or minimum criteria for the election of nominees to the Board of Directors~~ and weprevailing domarket ~~not~~practices ~~have any specific process or procedure~~ for ~~evaluating~~similarly ~~such nominees.~~situated ~~The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment~~companies.

~~A shareholder~~14.4. ~~who~~Employment ~~wishes~~and toService ~~communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.~~Agreements

~~EXECUTIVE COMPENSATION~~ Executive Employment Agreements

~~Summary~~The ~~Compensation~~Company ~~Table:~~does not have written employment agreements with its executive officers. Jacksaa Tan, the Company’s Chairman of the Board and Chief Executive Officer, and Hui Eng Ling, the Company’s Director and Chief Financial Officer, serve in their executive capacities at the discretion of the Board of Directors. Their service is not subject to a fixed term and may be terminated at any time by either the Company or the applicable executive officer.

Name and principal position (a)	Year ended December 31, (b)		Salary ($) (c)	Bonus ($) (d)		Stock Compensation ($) (e)		Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Jacksaa Tan Title: Chairman, President, Chief Executive Officer and Director	2021	-		-	-		-		-	-	-		-
	2020	-		-	-		-		-	-	-		-
Jacksaa Tan Title: Secretary, Treasurer, Chief Financial Officer and Director	2021	-		-	-		-		-	-	-		-
	2020	-		-	-		-		-	-	-		-

There are no agreements providing for severance payments, change-in-control benefits, or post-termination compensation for the Company’s executive officers.

~~Additional Information~~Consulting or Management Service Agreements

~~Our officers~~The ~~and~~Company ~~directors~~is not a party to any consulting, ~~Jacksaa~~management, ~~Tan~~or ~~and~~advisory ~~Hui~~service ~~Eng~~agreements ~~Ling~~with ~~are~~its ~~also~~executive officers, directors, ofor ~~Superbee~~their ~~Network~~respective ~~Singapore~~affiliates ~~Pte~~that ~~Ltd.~~would ~~Together~~be ~~they~~required ~~collectively control~~to ~~approximately~~be ~~99%~~disclosed under Item 402 or Item 404 of ~~Superbee~~Regulation S-K.

~~We rely~~Material ~~entirely on staffing provided by Superbee to manufacturer, package, and sell our honey straws we currently offer throughout Asia.~~Terms

~~- 26~~Because the Company does not have written employment, consulting, or management service agreements with its executive officers or directors, there are no material contractual terms relating to duration, compensation, termination, or post-employment obligations that require disclosure.

Any compensation paid to executive officers is determined by the Board of Directors based on the Company’s financial condition, operational needs, and other relevant factors, as described under “Executive Compensation.” No amounts are payable upon termination of employment, resignation, retirement, or a change in control of the Company.

The Company believes that the absence of formal employment or service agreements provides flexibility in managing executive roles and compensation while conserving financial resources during its current stage of development.

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14.5. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s common stock by (i) each director and executive officer of the Company, (ii) all directors and executive officers as a group, and (iii) each person known by the Company to beneficially own more than five percent (5%) of the Company’s outstanding common stock, as of [most recent practicable date].

Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 and includes shares over which a person has voting or dispositive power. Unless otherwise indicated, the address of each beneficial owner is the Company’s principal executive offices. Percentage ownership is based on 2,854,462,696 shares of common stock outstanding as of the date indicated.

14.6. Beneficial Ownership Table

Name of Beneficial Owner	Shares Beneficially Owned		Percentage of Outstanding Shares
Jacksaa Tan (Chairman & Chief Executive Officer)*		2,013,215,400		70.53	%
Hui Eng Ling (Director & Chief Financial Officer)		671,071,800		23.51	%
All directors and executive officers as a group (2 persons)		2,684,207,200		94.04	%

Percentage ownership calculations assume no exercise of options, warrants, or other convertible securities, as none are outstanding as of the date indicated.

This table should be read together with the disclosures under “Selling Stockholders” and “Plan of Distribution.”

14.7. Equity Incentive Plans

As of the date of this prospectus, the Company does not maintain any equity incentive plans, stock option plans, employee stock purchase plans, or other equity-based compensation arrangements for its directors, executive officers, employees, or consultants.

Description of Equity Plans

The Company has not adopted, and is not currently a party to, any formal equity incentive or equity compensation plans. Accordingly, no options, restricted stock awards, stock appreciation rights, or other equity-based awards have been granted or are outstanding under any plan.

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Shares Authorized and Outstanding

Because the Company does not maintain any equity incentive plans, no shares of common stock have been reserved for issuance pursuant to equity-based compensation arrangements. All issued and outstanding shares of common stock have been issued in connection with capital contributions, share issuances, or other transactions described elsewhere in this prospectus.

Administration of Plans

As no equity incentive plans are currently in place, there is no plan administrator or committee responsible for administering equity-based compensation. Any future adoption of equity incentive plans would be subject to approval by the Board of Directors and, where required, the Company’s stockholders, and would be disclosed in accordance with applicable requirements of Regulation S-K and other SEC rules.

The Company may consider adopting equity-based compensation arrangements in the future as part of its strategy to attract, retain, and incentivize management and key personnel. However, there can be no assurance that any such plans will be adopted, or as to the terms or timing of any future equity incentive arrangements.

14.8. Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than ten percent (10%) of the Company’s common stock to file reports of ownership and changes in ownership of the Company’s equity securities with the Securities and Exchange Commission.

Because the Company’s common stock has not previously been registered under Section 12 of the Exchange Act, the reporting obligations of Section 16(a) were not applicable to the Company’s directors, executive officers, or greater-than-ten-percent beneficial owners prior to the effectiveness of this registration statement.

14.9. Related Party Relationships and Transactions (Cross-Reference)

Certain transactions and relationships between the Company and its directors, executive officers, principal stockholders, and their respective affiliates may constitute “related party transactions” for purposes of Item 404 of Regulation S-K.

For a description of the Company’s related party relationships and related party transactions (if any) during the periods required to be disclosed, including the identity of the related persons involved and the material terms of such arrangements, see “Related Party Transactions” in this prospectus. The Company intends for the disclosures in this section and in “Related Party Transactions” to be read together and to be consistent with the disclosures included elsewhere in this prospectus, including “Selling Stockholders,” “Security Ownership of Certain Beneficial Owners and Management,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Except as disclosed under “Certain Relationships and Related Party Transactions,” no director or executive officer of the Company has entered into, or is a participant in, any related party transaction or arrangement required to be disclosed under Item 404 of Regulation S-K.

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15. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

15.1. Overview of Related Party Relationships

For purposes of this prospectus, “related persons” are those individuals and entities required to be disclosed under Item 404(a) of Regulation S-K, including the Company’s directors, executive officers, nominees for director, beneficial owners of more than five percent of the Company’s common stock, and any immediate family members of such persons, as well as entities in which any of the foregoing persons has a direct or indirect material interest or that are under common control with the Company.

Based on this definition, the Company’s related parties include its executive officers and directors and certain affiliated entities that are under common control with the Company. In particular, certain operational, licensing, and service relationships exist with entities affiliated through common ownership or control, which are described in greater detail in the subsections that follow. The Company has identified these relationships by reviewing equity ownership, management overlap, contractual arrangements, and other indicia of control or significant influence.

The Company applies the materiality standard set forth in Item 404(a) of Regulation S-K in determining whether a related party transaction is required to be disclosed. Accordingly, transactions are disclosed if the amount involved exceeds $120,000 and the related party has a direct or indirect material interest in the transaction. In addition, the Company considers qualitative factors, including the nature of the relationship, the significance of the transaction to the Company’s business or financial condition, and whether the transaction involves ongoing arrangements or dependencies, in assessing materiality.

All material related party relationships and transactions identified under these standards are disclosed in this section or cross-referenced to other sections of this prospectus, including “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and the Notes to the Financial Statements.

15.2. Relationship with Superbee Network Singapore Pte. Ltd.

The Company maintains an ongoing business relationship with Superbee Network Singapore Pte. Ltd. (“Superbee”), an entity that is under common control with the Company. This relationship represents a significant related party arrangement and has been a core focus of prior SEC review.

Nature of the Relationship

Superbee provides certain operational, administrative, and support services to the Company pursuant to informal arrangements and written agreements, including intellectual property licensing arrangements. These services have historically included, among other things, support relating to manufacturing coordination, operational infrastructure, and other functions that facilitate the Company’s day-to-day business activities. The specific terms of these arrangements are described where applicable in this section and in the Notes to the Financial Statements.

Common Control Considerations

The Company and Superbee are considered entities under common control due to overlapping ownership and management. As a result, transactions between the Company and Superbee are related party transactions for purposes of Item 404 of Regulation S-K and are subject to enhanced disclosure and accounting scrutiny. The Company has evaluated these relationships and transactions in accordance with applicable U.S. GAAP and SEC disclosure requirements, including consideration of whether such arrangements represent asset acquisitions, business combinations, or licensing arrangements. Management has determined that the Company’s arrangements with Superbee are structured as licensing and service arrangements rather than acquisitions of assets or businesses.

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Role of Superbee in Operations

Superbee plays an important role in supporting certain aspects of the Company’s operations. The Company relies on Superbee for access to certain licensed intellectual property, operational know-how, and support services that are integral to the Company’s current business model. While these services are material to the Company’s operations, the Company does not own Superbee, and Superbee does not consolidate the Company’s financial results.

Intercompany Dependence

The Company’s historical reliance on Superbee creates operational and financial interdependence risks. Any material change in the relationship with Superbee, including the termination or modification of existing arrangements, could adversely affect the Company’s ability to continue certain operations without disruption or to do so on commercially reasonable terms. The Company may be required to replace services currently provided by Superbee with third-party providers or internal resources, which could result in increased costs or operational challenges.

All material transactions and balances between the Company and Superbee are disclosed in the Notes to the Financial Statements included elsewhere in this prospectus. In addition, risks associated with this related party relationship are discussed under “Risk Factors.” This subsection is intended to serve as the primary and authoritative disclosure regarding the Company’s relationship with Superbee, and other references to this relationship elsewhere in the prospectus are intended to be consistent with, and subordinate to, the disclosures provided herein.

15.3. License and Intellectual Property Arrangements with Related Parties

The Company has entered into certain intellectual property and licensing arrangements with related parties, including Superbee Network Singapore Pte. Ltd., which are material to its operations. These arrangements have been a specific focus of prior SEC comments, including with respect to the application of ASC 805-50 and the distinction between licensing arrangements and asset acquisitions.

Industrial Design License Agreement

The Company is a party to an industrial design license agreement with a related party pursuant to which it has been granted the right to use certain registered industrial designs in connection with the manufacture, marketing, and sale of its products. Under this agreement, the Company does not obtain ownership of the underlying industrial design rights but is granted a non-exclusive or exclusive license, as applicable, to use such designs within the scope defined by the agreement. The licensed rights are used in the ordinary course of the Company’s business and are integral to certain product offerings.

Patent License Agreement

The Company has also entered into a patent license agreement with a related party under which it has been granted rights to use certain patented technologies relevant to its operations. The patent license provides the Company with contractual rights to exploit the patented technology for specified purposes and territories, subject to the terms and conditions of the agreement. Ownership of the patents remains with the licensor, and the Company does not acquire any ownership interest in the patents as a result of the license.

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License-of-Right (LOR) Framework

Certain of the Company’s intellectual property arrangements are structured under a License-of-Right (“LOR”) framework. An LOR represents a declaration by a patent or intellectual property owner that it is willing to license its rights to interested parties on defined terms. The Company’s participation in such arrangements constitutes a licensing relationship between willing parties and does not involve the transfer or acquisition of the underlying intellectual property assets. The Company’s rights under an LOR are contractual in nature and are limited to the scope of use granted under the applicable licensing terms.

Ownership vs. Licensing Distinction

In all cases, the Company’s intellectual property arrangements with related parties are structured as licenses rather than transfers or acquisitions of assets or businesses. The Company does not obtain legal or beneficial ownership of the underlying industrial designs, patents, or other intellectual property. Instead, it obtains the right to use such intellectual property in its operations in accordance with the applicable agreements. As a result, these arrangements do not constitute asset acquisitions or business combinations.

Accounting Treatment

Management has evaluated the Company’s license and intellectual property arrangements with related parties in accordance with U.S. GAAP, including the guidance in ASC 805-50 relating to transactions between entities under common control. Based on the substance of the arrangements, management has concluded that these transactions represent licensing arrangements rather than acquisitions of assets or businesses. Accordingly, the related accounting treatment reflects license-related costs and obligations rather than capitalization of acquired assets. The financial statement impact of these arrangements, including any related party balances or expenses, is disclosed in the Notes to the Financial Statements included elsewhere in this prospectus.

These licensing and intellectual property arrangements are material to the Company’s operations, and the loss, termination, or material modification of such agreements could adversely affect the Company’s business, financial condition, and results of operations.

15.4. Services, Operational, and Support Arrangements

The Company has entered into certain services, operational, and support arrangements with related parties, including Superbee Network Singapore Pte. Ltd., which support aspects of the Company’s business operations. These arrangements are disclosed in this section to provide a consolidated and transparent description of the nature and extent of such relationships, consistent with Item 404 of Regulation S-K and prior SEC comments.

Management and Operational Support

From time to time, the Company may receive operational or administrative support from related parties in areas such as logistics coordination, operational know-how, technical support, or shared resources, where such support is efficient or commercially reasonable. The Company does not rely on any formal management services organization arrangement to direct or control its day-to-day operations, and management of the Company remains the responsibility of the Company’s executive officers.

Services Provided or Received

Services provided or received under these arrangements may include operational assistance, coordination of manufacturing or supply chain activities, use of shared facilities or infrastructure, and other support services customary for entities with overlapping business interests or common control. The scope of services, where applicable, is limited to supporting the Company’s existing operations and does not transfer ownership of assets or decision-making authority.

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Cost Sharing and Reimbursement Mechanics

Where services are provided by or to a related party, the Company accounts for such arrangements based on the underlying economic substance. Costs incurred on behalf of the Company may be reimbursed to the providing party, or allocated based on agreed-upon cost-sharing methodologies, where applicable. Management believes that any such reimbursements or allocations are conducted on terms that are reasonable and reflective of the services provided. Related amounts, if material, are disclosed in the Notes to the Financial Statements included elsewhere in this prospectus.

Informal vs. Written Arrangements

Certain service or support arrangements with related parties may be conducted pursuant to written agreements, while others may arise from informal or customary business practices between entities under common control. To the extent arrangements are informal, they are not governed by long-term contractual commitments and may be modified or terminated at any time. The Company affirms that there are no undisclosed management control agreements or service arrangements that grant related parties authority over the Company’s strategic or operational decisions beyond what is disclosed in this prospectus.

These services, operational, and support arrangements are considered related party transactions and have been reviewed by management for materiality and appropriate disclosure. The Company believes that the terms of such arrangements are not more favorable than those that could be obtained from unaffiliated third parties for similar services.

15.5. Financial Statement Impact of Related Party Transactions

Transactions with related parties, including Superbee Network Singapore Pte. Ltd., have affected the Company’s financial statements and are reflected in the consolidated financial information included elsewhere in this prospectus. These impacts are summarized below to provide investors with a clear understanding of how related party arrangements influence the Company’s results of operations, financial position, and cash flows.

Revenue and Expense Impact

During the periods presented, the Company has recognized certain revenues and expenses arising from transactions with related parties in the ordinary course of business. Such transactions may include fees, reimbursements, cost allocations, or other charges associated with licensing arrangements, operational support, or services provided or received. Management believes that the amounts recognized reflect the underlying economic substance of the arrangements and are not materially different from terms that could be obtained from unaffiliated third parties for comparable transactions. To the extent material, these revenues and expenses are disclosed and quantified in the Notes to the Financial Statements.

Balance Sheet Effects

As a result of related party transactions, the Company’s balance sheet may include amounts due to or due from related parties, including accounts receivable, accounts payable, accrued expenses, or advances. These balances represent outstanding obligations or claims arising from the timing of payments, reimbursements, or settlements under related party arrangements. The nature and amounts of such balances, if material, are presented separately or described in the Notes to the Financial Statements to provide transparency regarding the Company’s exposure to related parties.

Cash Flow Implications

Cash flows associated with related party transactions are reflected within the Company’s statements of cash flows, primarily within operating activities, and, where applicable, financing activities. Such cash flows may include payments for services, reimbursements of shared costs, advances, or settlements of intercompany balances. Management considers these cash flows in assessing the Company’s liquidity and capital resources, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Cross-Reference to Financial Statement Disclosures

Additional details regarding the nature, amounts, and accounting treatment of related party transactions are included in the Notes to the Financial Statements included elsewhere in this prospectus. Those notes should be read in conjunction with this section to obtain a complete understanding of the financial statement impact of the Company’s related party relationships.

15.6. Approval Policies and Procedures

The Company has established policies and procedures designed to identify, review, approve, and monitor transactions and arrangements involving related parties in order to mitigate potential conflicts of interest and ensure such transactions are conducted on terms that are fair to the Company.

Approval Process

Related party transactions are subject to review and approval by management and, where appropriate based on materiality or potential conflicts of interest, by the Board of Directors. In evaluating related party transactions, management and the Board consider factors they deem relevant, which may include the nature of the relationship, the material terms of the transaction, the business purpose of the arrangement, and whether the transaction is on terms comparable to those that could be obtained from unaffiliated third parties.

Conflict-of-Interest Mitigation

Directors and executive officers are expected to disclose to the Company any actual or potential conflicts of interest, including any personal interest in a proposed related party transaction. Any director or executive officer with a material interest in a related party transaction is expected to recuse himself or herself from deliberations and decision-making with respect to such transaction. These practices are intended to promote objective decision-making and reduce the risk that related party arrangements are influenced by personal interests.

Ongoing Monitoring and Controls

The Company monitors related party transactions on an ongoing basis to ensure continued compliance with its policies and applicable disclosure requirements. Management periodically reviews existing related party arrangements to assess whether they remain appropriate, are being performed in accordance with their terms, and continue to be in the best interests of the Company. Material related party transactions and balances are also subject to disclosure and review in connection with the preparation of the Company’s financial statements and related notes.

Management believes that these approval policies and procedures provide reasonable assurance that related party transactions are identified, reviewed, approved, and disclosed in a manner consistent with the requirements of Item 404 of Regulation S-K and applicable SEC guidance.

15.7. No Other Related Party Transactions

Except for the related party relationships and transactions described in this section, including those with Superbee Network Singapore Pte. Ltd. and the license and service arrangements disclosed herein and in the Notes to the Financial Statements, the Company did not engage in any other related party transactions, as defined under Item 404(a) of Regulation S-K, during the periods covered by the financial statements included in this prospectus.

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This affirmative statement covers the fiscal years presented and any subsequent interim period included in this registration statement. Management has reviewed its relationships, arrangements, and transactions involving directors, executive officers, principal stockholders, and entities under common control and is not aware of any other related party transactions that would require disclosure under applicable SEC rules and regulations.

15.8. Cross-References and Consistency Statement

The disclosures set forth in this section have been prepared to ensure consistency and alignment with related disclosures appearing elsewhere in this registration statement. The Company has reviewed and cross-checked the information contained in this section against the disclosures included under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Notes to the Financial Statements included herein.

In addition, the Company has confirmed that the descriptions of related party relationships, transactions, and ownership interests disclosed in this section are consistent with, and appropriately reflected in, the sections entitled “Selling Stockholders” and “Security Ownership of Certain Beneficial Owners and Management,” including the applicable ownership tables and related narrative disclosures.

Management believes that the related party disclosures included in this registration statement are complete, internally consistent, and presented in a manner that avoids duplication while providing investors with a clear and comprehensive understanding of the Company’s related party relationships and transactions, as required under Item 404 of Regulation S-K and applicable SEC guidance.

16. LEGAL PROCEEDINGS

16.1. Material Pending Legal Proceedings

The Company is not currently a party to, and is not aware of, any material pending legal proceedings, other than ordinary routine litigation incidental to the conduct of its business, that would be required to be disclosed under Item 103 of Regulation S-K.

Specifically, as of the date of this prospectus:

	·	There are no material civil, criminal, administrative, or arbitration proceedings pending against the Company.
	·	There are no material proceedings involving governmental or regulatory authorities to which the Company is a party.
	·	There are no material legal proceedings pending or threatened against any of the Company’s directors, executive officers, or significant shareholders that are required to be disclosed and that would be expected to have a material adverse effect on the Company.

The Company may, from time to time, be involved in claims, disputes, or legal proceedings arising in the ordinary course of business. Management does not believe that any such matters, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

This disclosure is made as of the date of this prospectus and covers proceedings required to be disclosed under Item 103 of Regulation S-K.

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16.2. Governmental or Regulatory Proceedings

The Company is not currently a party to, and is not aware of, any material pending or threatened governmental, administrative, civil, or regulatory proceedings involving federal, state, local, or foreign governmental authorities that would be required to be disclosed under Item 103 of Regulation S-K.

Specifically, as of the date of this prospectus:

	·	There are no material administrative, civil, or regulatory actions pending or, to the Company’s knowledge, threatened against the Company by any governmental or regulatory authority.
	·	There are no material investigations, enforcement actions, consent decrees, or compliance proceedings involving the Company.
	·	The Company is not subject to any material environmental, health, safety, or similar regulatory proceedings that would reasonably be expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows.

The Company operates in regulated industries and is subject to routine inspections, reviews, and compliance requirements in the ordinary course of business. Management believes that the Company is in material compliance with applicable laws and regulations and that any routine regulatory matters do not rise to the level of material governmental or regulatory proceedings requiring disclosure under Item 103 of Regulation S-K.

This disclosure reflects the status of governmental and regulatory proceedings as of the date of this prospectus.

16.3. Proceedings Involving Directors, Officers, or Affiliates

Except as otherwise disclosed in this prospectus, there are no material legal proceedings pending or, to the Company’s knowledge, threatened that involve any of the Company’s directors, executive officers, significant shareholders, or other related parties that are required to be disclosed pursuant to Item 103 of Regulation S-K and that are material to the Company.

Specifically, during the past ten years:

	·	None of the Company’s directors or executive officers has been a party to any material legal proceedings that would be required to be disclosed under Item 401(f) or Item 103 of Regulation S-K.
	·	No significant shareholder or affiliate of the Company is involved in any material legal proceeding that is required to be disclosed and that is material to the Company’s business, financial condition, or results of operations.
	·	There are no material proceedings involving related parties that would reasonably be expected to have a material adverse effect on the Company.

This disclosure is limited to proceedings that are material to the Company, in accordance with Item 103 of Regulation S-K, and reflects the status of such matters as of the date of this prospectus.

16.4. No Material Legal Proceedings

Except as disclosed elsewhere in this prospectus, the Company is not a party to any material legal proceedings, and there are no material legal proceedings pending or, to the Company’s knowledge, threatened against the Company that would be required to be disclosed pursuant to Item 103 of Regulation S-K.

Management is not aware of any pending or threatened litigation, claims, actions, or proceedings, whether civil, criminal, administrative, or regulatory, that are reasonably likely to have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity, or that otherwise require disclosure under applicable SEC rules as of the date of this prospectus.

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16.5. Cross-Reference and Scope Limitation

The disclosures set forth in this section are limited to legal proceedings required to be disclosed under Item 103 of Regulation S-K. Routine litigation, claims, or disputes that are incidental to the Company’s business and not material to its financial condition, results of operations, or liquidity are excluded from this disclosure.

To the extent that any litigation-related risks are material, such risks are addressed, as applicable, in the section entitled “Risk Factors.” In addition, any material contingencies, accruals, or loss exposures arising from legal or regulatory matters, if any, are disclosed in the Notes to Financial Statements included elsewhere in this prospectus, in accordance with applicable accounting standards and SEC disclosure requirements.

This section should be read together with the referenced sections to obtain a complete understanding of the potential legal and regulatory risks applicable to the Company.

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

17. CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price Per Share (1)				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Common Stock, $0.01 par value			270,175,496			$	0.50			$	135,087,748			$	18,655.62

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The proposed offering price has been arbitrarily determined by the Company.

18. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

(Item 511 of Regulation S-K)

The following table sets forth the estimated expenses to be incurred by the Company in connection with the issuance and distribution of the securities registered under this registration statement. All amounts shown are estimates, except for the SEC registration fee.

Type of Expense	Estimated Amount (US$)
SEC registration fee	$	18,655.62
Accounting fees and expenses	$	13,500.00
Legal fees and expenses	$	850.00
Printing and EDGAR filing costs	$	1,500.00
Transfer agent and registrar fees	$	3,000.00
Consultancy and other expenses	$	54,500.00
Total	$	92,005.62

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The foregoing amounts are estimates and are subject to change. The actual expenses incurred may differ from those shown above. These expenses will be paid by the Company and are expected to be funded from existing cash on hand and/or proceeds from the offering. The total issuance expenses will be reflected in the Company’s capitalization and liquidity disclosures and reconciled with the “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this registration statement.

19. INDEMNIFICATION OF DIRECTORS AND OFFICERS

(Item 702 of Regulation S-K)

Indemnification Under State Corporate Law

The Company is incorporated under the laws of the State of Wyoming. The Wyoming Business Corporation Act (“WBCA”) permits a corporation to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement incurred in connection with legal proceedings arising by reason of the fact that such person is or was a director or officer of the corporation, provided that such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation.

Indemnification Under Articles of Incorporation and Bylaws

The Company’s Articles of Incorporation and Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent permitted by applicable Wyoming law. This indemnification includes the advancement or reimbursement of expenses incurred in defending any action, suit, or proceeding, subject to applicable legal requirements and limitations.

Indemnification Agreements

As of the date of this registration statement, the Company has not entered into separate indemnification agreements with its directors or executive officers.

Limitation of Liability Provisions

The Company’s Articles of Incorporation include provisions that limit the personal liability of directors to the fullest extent permitted under the WBCA. These provisions generally eliminate or limit monetary liability of directors for breaches of fiduciary duty as directors, except in circumstances where liability cannot be eliminated under applicable law, including for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law.

SEC Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers, or controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director or officer in the successful defense of any action, suit, or proceeding) is asserted by such person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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20. RECENT SALES OF UNREGISTERED SECURITIES

(Item 701 of Regulation S-K)

During the past three years, the Company has issued the following unregistered securities. The securities described below were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions from the registration requirements of the Securities Act.

Date of Issuance		Number of Shares Issued		Consideration Received		Exemption Relied Upon		Purchasers
2025		163,552,496 shares of common stock		$1,661,248 (cash)		Regulation S and Regulation D (Rule 504) of the Securities Act		Accredited and Non-Accredited investors, including existing stockholders

The shares described above were issued in private placement transactions not involving any public offering. The purchasers represented that they were acquiring the securities for investment purposes only and not with a view to distribution, and appropriate restrictive legends were placed on the certificates or book-entry records evidencing such shares.

The issuances described above are reflected in the Company’s audited consolidated financial statements, including the Statement of Stockholders’ Equity, and have been taken into account in the capitalization and security ownership disclosures included elsewhere in this registration statement.

The Company has issued shares of its common stock to certain stockholders in transactions conducted outside the United States in reliance on Regulation S promulgated under the Securities Act. Such issuances were made solely to persons who were not “U.S. persons,” as defined in Regulation S, in offshore transactions, and no directed selling efforts were made in the United States in connection with such sales. The securities issued pursuant to Regulation S are deemed to be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an available exemption from registration.

The Company has also issued shares of its common stock in private placement transactions conducted in reliance on Rule 504 of Regulation D under the Securities Act. Such issuances were made to a limited number of investors and did not involve any general solicitation or general advertising. Each purchaser represented that it was acquiring the securities for investment purposes only and not with a view to distribution. The securities issued pursuant to Rule 504 of Regulation D are “restricted securities” and may not be resold absent registration under the Securities Act or an applicable exemption therefrom.

None of the foregoing transactions involved underwriters, public offerings, or sales through any public market. In each case, the Company relied upon representations from the purchasers and other information available to the Company in determining the availability of the applicable exemptions from registration under the Securities Act. All issuances of unregistered securities described above were made in compliance with applicable federal and state securities laws.

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21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(Item 601 of Regulation S-K)

Exhibits

An index to the exhibits filed as part of this registration statement is set forth in the Exhibit Index immediately preceding the signature pages of this registration statement and is incorporated herein by reference. The exhibits include, among others, the Company’s organizational documents, material agreements, intellectual property and license agreements, and the consent of the Company’s independent registered public accounting firm.

Each exhibit is filed in accordance with the requirements of Item 601 of Regulation S-K and, where applicable, is incorporated by reference to exhibits previously filed by the Company. The Company believes that all material contracts, agreements, and other documents required to be filed as exhibits to this registration statement have been duly filed or incorporated by reference.

Financial Statement Schedules

All financial statement schedules otherwise required by Article 5 or Article 8 of Regulation S-X have been omitted because the required information is included in the consolidated financial statements or the notes thereto included elsewhere in this registration statement.

Accordingly, no financial statement schedules are required or presented.

This disclosure is made pursuant to Item 601(b)(21) of Regulation S-K and is consistent with the Company’s status as a smaller reporting company.

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22. FINANCIAL STATEMENTS

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Summary of Compensation

Independent Auditor’s Report		F-2

Balance Sheet		F-4

Statement of Income		F-5

Cash Flow		F-6

Stockholders’ Equity		F-7

Notes to Financial Statements		F-8

~~Stock Option~~F-1 ~~Grants~~Table of Contents

~~We have~~Independent ~~not~~Auditors' ~~granted any stock options to our executive officers since our incorporation.~~Report

~~Employment Agreements~~To: The Board of Directors and Shareholders

~~We do~~PHARMACEUTICAL ~~not~~RESOURCE ~~have~~TECHNOLOGY, ~~an employment or consulting agreement with our Officers or Directors~~INC.

~~Director Compensation~~Opinion

~~Our Board~~We ofhave ~~Directors~~audited ~~does~~the ~~not~~accompanying ~~currently~~balance ~~receive~~sheets ~~any consideration for their services as members~~ of ~~the~~Pharmaceutical ~~Board~~Resource ofTechnology, ~~Directors~~Inc., ~~The~~as ~~Board~~ of ~~Directors~~ ~~reserves~~December ~~the~~31, ~~right~~2025 inand ~~the~~2024, ~~future~~and ~~to award~~ the ~~members~~related statements of ~~the~~operations, ~~Board~~stockholders' ofequity, ~~Directors~~and cash orflows ~~stock based consideration~~ for ~~their services to~~ the ~~Company,~~years ~~which~~then ~~awards~~ended, ifand ~~granted shall be in~~ the ~~sole~~related ~~determination~~notes ofto the ~~Board~~financial ~~of Directors~~statements.

~~Executive Compensation~~In ~~Philosophy~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pharmaceutical Resource Technology, Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of September 21, 2021 the Company has 2,690,910,200 shares of Common Stock issued and outstanding which number of issued and outstanding shares of common stock have been used throughout this report.

The below percentages are rounded to the nearest hundredths place.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Jacksaa Tan Title: Chairman, President, Chief Executive Officer and Director	2,013,215,400	74.82%	74.82%
Hui Eng Ling Title: Secretary, Treasurer, Chief Financial Officer and Director	671,071,800	24.94%	24.94%
5% or Greater Shareholders
None	-	-	-

Notes:

1. The address for our Officers and Directors is our corporate address at: No.1 Kaki Bukit Avenue 3, #09-11, KB-1, Singapore 416087

Beneficial ownership in the table above has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 17, 2019, Mr. Jacksaa Tan was appointed as Chairman, President, Chief Executive Officer and a member of our Board of Directors.

On June 17, 2019, Ms. Hui Eng Ling was appointed as Secretary, Treasurer, Chief Financial Officer and a member of our Board of Directors.

On June 19, 2019, the Company issued 750,000 shares of restricted common stock, each at par value of $0.01 per share, to Mr. Jacksaa Tan for initial working capital of $7,500.

On June 19, 2019, the Company issued 250,000 shares of restricted common stock, each at par value of $0.01 per share, to Ms. Hui Eng Ling for initial working capital of $2,500.

Our officers and directors, Jacksaa Tan and Hui Eng Ling are also directors of Superbee Network Singapore Pte Ltd. Together they collectively control approximately 99% of Superbee. As a result, we believe the below to be deemed related party transactions.

On or about January 3, 2020, we procured approximately 1.2 million dollars in physical assets from Superbee Network Singapore Pte Ltd, a Singapore Company ("Superbee"). The aforementioned assets were paid for in their entirety by our directors. The physical assets acquired were comprised predominantly of office equipment, furniture, and manufacturing equipment. Of the aforementioned assets acquired, the most expensive, valued at approximately 1 million USD, were 400 machines used for the packaging and sealing of honey straws. ‘Honey straws’ are small plastic containers filled with honey.

On January 3, 2020, we entered into an “Industrial Design License Agreement” with Superbee, whereas Superbee licensed to us the legal rights to use their design and packaging of plastic honey straws, that are used to house honey for future consumption directly from the packaging container. Pursuant to this agreement we paid a one time fee of $1,080,000 to Superbee and agreed to pay a yearly royalty to Superbee depending on our gross sales. The annual royalty to be paid to Superbee is based upon 20% of our gross sales, with regard to the amount of our gross sales exceeding $6,000,000 per annum in United States dollars. If we generate $6,000,000 or less in gross sales per annum there is no royalty fee due to Superbee for that annual period. The aforementioned industrial Design License Agreement covers the registered design and packaging of honey in straw shape that may be offered within the EU, Hong Kong and Malaysia where the novelty representation/features of the design(s) for which novelty is claimed are the shape, configuration, pattern, ornamentation and/or the combination thereof.

Superbee Network Singapore Pte Ltd is the patent holder in Singapore for the design and manufacturing rights of our honey sealing machine that we use to package our honey into ‘honey straws’. On May 25, 2020, we entered into a Patent License Agreement with Superbee whereas they licensed us the rights to their pending patent on the design and manufacturing of the honey sealing machine so that we may create, and resell such machines for our own benefit. In consideration of the Patent License Agreement we paid Superbee a one time fee of $25,000,000. Pursuant to the aforementioned agreement, we are obligated to pay Superbee an annual royalty fee of 25% of our gross sales for any amount over $2,500,000, that we generated as the result of the revenue from the sale(s) of such machines. Machines we may create for our own use, from this licensing agreement, are not subject to any royalty provisions and are not factored into our gross revenues in any capacity as it relates to this agreement, unless of course they are subsequently resold.

At this time, we operate as a US legal entity in Singapore and we share the same business address as Superbee Network Singapore Pte Ltd. Superbee leases us our office/ factory space pursuant to a 3-year tenancy agreement at a monthly cost of $3,000 per month with the first year rent free. We entered into this agreement for tenancy with Superbee on January 1, 2020.

We currently only have two employees, comprised of our officers and directors. We rely entirely on staffing provided by Superbee to manufacturer, package, and sell our honey straws we currently offer throughout Asia. From time to time we also rely on Superbee to collect payments on our behalf, and to prepay or cover any associated operating expenses we may incur. Superbee no longer manufactures or resells honey straws for their own benefit, however it has a long history and experience within the industry. Superbee has shared with us their contacts, distribution channels, and honey suppliers which we believe will continue to prove beneficial moving forward as we continue to offer honey straws throughout Asia. Currently, we sell our products within 10 countries worldwide.

On December 30, 2020, the Company issued 2,012,465,400 shares of restricted common stock to Mr. Jacksaa Tan, each at par value of $0.01 per share, to redeem a debt of $20,124,654 owed to Mr. Jacksaa Tan.

On December 30, 2020, the Company issued 670,821,800 shares of restricted common stock to Ms. Hui Eng Ling, each with a par value of $0.01 per share, to redeem a debt of $6,708,218 owed to Ms. Hui Eng Ling.

In March of 2020, the Company sold shares to various family members of our Officers and Directors at par value, $0.01 per share. The familial relationships of the shareholders with our officers and directors can be found herein under the chart, titled “Selling Shareholders” on page 21.

In regards to all of the above transactions we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years and any interim periods ended thereafter. Our most recent quarter end is June 30, 2021.

		From Inception (June 17, 2019) through June 30, 2021
Audit Fees	$	22,500
Audit related fees		5,800
Tax fees		-
All other fees		-
Total	$	28,300

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

MATERIAL CHANGES

None.

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FINANCIAL STATEMENTS AND EXHIBITS

INDEX TO FINANCIAL STATEMENTS

		Page
Audited Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F2
BALANCE SHEETS		F3
STATEMENT OF OPERATIONS		F4
STATEMENT OF STOCKHOLDERS’ EQUITY		F5
STATEMENT OF CASH FLOWS		F6
NOTES TO THE FINANCIAL STATEMENTS		F7 - F9

- F1 -

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

JAISON PHYTOCHEM INC.

To the Board of Directors and Stockholders of Jaison Phytochem, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Jaison Phytochem, Inc. (the “Company”) as of June 30, 2021, the related statement of operations and comprehensive loss, changes in stockholders equity and cash flows for the period from June 17, 2019 (inception) through June 30, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2021 and the results of its operations and its cash flows for the period from June 17, 2019 (inception) through June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audits ~~the responsibility~~in ofaccordance ~~the~~with ~~Company’s management. Our responsibility is to express an opinion on~~ the ~~Company’s~~standards ~~financial~~of ~~statements based on our audit. We are a public accounting firm registered with~~ the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~are~~in ~~required~~accordance towith begenerally ~~independent~~accepted ~~with~~auditing ~~respect~~standards toin the ~~Company~~United inStates. ~~accordance~~Those ~~with~~standards require that we plan and perform the ~~U.S.~~audit ~~federal~~to ~~securities~~obtain ~~laws~~reasonable ~~and~~assurance about whether the ~~applicable rules~~financial ~~and~~statements ~~regulations~~are free of ~~the~~material ~~Securities~~misstatement, ~~and~~whether ~~Exchange~~due ~~Commission~~to ~~and~~error ~~the~~or ~~PCAOB~~fraud.

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

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

~~Onestop~~Management's ~~Assurance~~Responsibility ~~PAC~~for the Financial Statements

WeManagement ~~have~~is ~~served~~responsible asfor the ~~Company’s auditor~~preparation ~~since~~and ~~2020~~fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.

~~Singapore~~Auditor's Responsibilities for the Audit of the Financial Statements

~~August~~Our 25objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, ~~2021~~whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and generally accepted auditing standards in the United States of America will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

F- F22 -Table of Contents

~~Table~~As part of ~~Contents~~ an audit in accordance with PCAOB standards and U.S. GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

~~JAISON PHYTOCHEM~~· Identify and assess the risks of material misstatement of the financial statements, ~~INC~~whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. · Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. · Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

~~BALANCE SHEET~~Conclude whether, in our judgment, there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time, and whether those conditions or events have been appropriately disclosed in the financial statements.

	As at June 30	Years Ended December 31
	2021	2020	2019
	US$	US$	US$
ASSETS
CURRENT ASSETS
Cash and cash equivalent	580,753	349,378	10,000
Inventories	93,583	31,645	-
TOTAL CURRENT ASSETS	674,336	381,023	10,000
Property, plant and equipment	827,626	936,835	-
Right of use asset	33,190	44,254	-
Intangible assets	24,545,641	25,230,705	-
TOTAL ASSETS	26,080,793	26,592,817	10,000
LIABILITIES
CURRENT LIABILITIES
Accrued expenses	45,145	-	-
Lease liability – current	34,535	33,853	-
TOTAL CURRENT LIABILITIES	79,680	33,853	-
Lease liability – non-current	17,792	35,232	-
TOTAL LIABILITIES	97,472	69,085	-
STOCKHOLDERS’ EQUITY
Common stock $0.01 par value, 3,000,000,000 shares, 3,000,000,000 shares and 1,500,000,000 shares authorized as at June 30, 2021, December 31, 2020 and 2019, respectively 2,690,910,200 shares, 2,690,837,200 shares and 1,000,000 shares issued and outstanding as at June 30, 2021, December 31, 2020 and 2019, respectively	26,909,102	26,908,372	10,000
Additional paid-in capital	264,920	262,000	-
Accumulated deficits	(1,190,701)	(646,640)	-
TOTAL STOCKHOLDERS’ EQUITY	25,983,321	26,523,732	10,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	26,080,793	26,592,817	10,000

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control matters that we identified during the audit.

~~The accompanying~~Going ~~notes~~Concern ~~form an integral part of these financial statements.~~Uncertainty

~~- F3~~The -accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in the Notes to the financial statements, the Company's present financial situation raises substantial doubt about its ability to continue as a going concern.

~~Table~~ Management's plans regarding this matter are also described in the Notes. The financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

~~JAISON PHYTOCHEM~~FORTUNE CPA, INC., 8831

~~STATEMENT OF~~Orange, ~~OPERATIONS~~California ~~AND COMPREHENSIVE LOSS~~ 92868

	As at June 30	Years Ended December 31
	2021	2020	2019
	US$	US$	US$
Revenue	726,000	1,227,936	-
Cost of revenue	(1,158,726)	(1,707,821)	-
Gross loss	(432,726)	(479,885)	-
Operating Expenses
General and administrative expenses	(111,335)	(166,755)	-
Loss Before Income Tax	(544,061)	(646,640)	-
Income tax expenses	-	-	-
Net Loss	(544,061)	(646,640)	-
Loss per share:
Basic and diluted net loss per common share	(0.00)	(0.00)	(0.00)
Basic and diluted weighted average number of shares outstanding	2,690,861,534	230,065,600	1,000,000

January 8, 2026

~~The accompanying~~F-3 ~~notes~~Table ~~form an integral part~~ of ~~these financial statements.~~Contents

~~- F4~~PHARMACEUTICAL -RESOURCE TECHNOLOGY, INC.

Table of Contents

Balance Sheet As of December 31, 2025 (With comparative financial information as of December 31, 2024)

	Years Ended December 31
	2024			2025
	US$			US$
ASSETS
CURRENT ASSETS
Cash and Cash Equivalent		2,339,189			2,855,160

Account Receivable		1,011,847			1,001,113
Inventories		24,920			586,629
TOTAL CURRENT ASSETS		3,375,956			4,442,902

Property, plant and equipment		5,533,878			4,001,253
Right of use asset		2,171,699			2,015,304
Intangible assets		20,661,303			19,046,731
TOTAL ASSETS		31,742,836			29,506,190

LIABILITIES
CURRENT LIABILITIES
Accrued expenses/payable		4,065,000			27,500
Lease liability - current		130,111			125,019
TOTAL CURRENT LIABILITIES		4,195,111			152,519

Lease liability - non-current		651,606			531,484
TOTAL LIABILITIES		4,846,717			684,003

STOCKHOLDERS’ EQUITY
Common stock $0.01 par value, 3,000,000,000 shares, authorized as at December 31, 2025 2,854,462,696 shares issued and outstanding as at December 31, 2025		26,909,102			28,544,627
Additional paid-in capital		264,920			290,643
Accumulated deficits		(277,903	)		(13,083	)
TOTAL STOCKHOLDERS’ EQUITY		26,896,119			28,822,187
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		31,742,836			29,506,190

~~JAISON PHYTOCHEM,~~F-4 ~~INC.~~Table of Contents

~~STATEMENT OF~~PHARMACEUTICAL ~~STOCKHOLDERS’~~RESOURCE ~~EQUITY~~TECHNOLOGY, INC.

~~FOR THE~~Statement ~~FINANCIAL~~Of ~~PERIOD ENDED JUNE 30, 2021~~Operation

	Common stock		Additional paid-in	Accumulated
	No. of shares	Amount	capital	deficits	Total
		US$	US$	US$	US$
Balance at June 17,2019 (Inception)	-	-	-	-	-
Issuance of common stock	1,000,000	10,000	-	-	10,000
Net loss	-	-	-	-	-
Balance at December 31,2019	1,000,000	10,000	-	-	10,000
Issuance of common stock	2,689,837,200	26,898,372	262,000	-	27,160,372
Net loss	-	-	-	(646,640)	(646,640)
Balance at December 31,2020	2,690,837,200	26,908,372	262,000	(646,640)	26,523,732
Issuance of common stock	73,000	730	2,920	-	3,650
Net loss	-	-	-	(544,061)	(544,061)
Balance at June 30, 2021	2,690,910,200	26,909,102	264,920	(1,190,701)	25,983,321

As of December 2025

~~The accompanying~~(With ~~notes~~comparative ~~form~~financial aninformation ~~integral~~as ~~part~~ of ~~these~~December ~~financial~~31, ~~statements.~~2024)

- F5 -

CONSOLIDATED STATEMENT OF OPERATIONS

	Years Ended December 31
	2024			2025
	US$			US$

Revenue		10,071,935			10,822,348
Cost of revenue		(4,258,055	)		(4,770,238	)
Gross profit/loss		5,813,880			6,052,110

Operating Expenses
General and administrative expenses		(4,063,367	)		(5,787,290	)
Profit/Loss Before Income Tax		1,750,513			264,820
Income tax expenses		-			-
Net Profit/Loss		1,750,513			264,820

Loss per share:
Basic and diluted net loss per common share		(0.00	)		(0.00	)

Basic and diluted weighted average number of shares outstanding		2,690,910,200			2,854,462,696

F-5 Table of Contents

~~JAISON PHYTOCHEM~~PHARMACEUTICAL RESOURCE TECHNOLOGY, INC.

STATEMENT OF CASH FLOWS FOR

Cash Flow Statement

As of December 2025

(With comparative financial information as of December 31, 2024)

Years Ended December 31

Filing Compare · Pharmaceutical Resource Technology, Inc.